{"url_path":"/sec/lee/8-k/2026-08-11/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/58361/0000058361-26-000063-index.html","accession_number":"0000058361-26-000063","cik":"0000058361","ticker":"LEE","issuer_name":"LEE ENTERPRISES, Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/58361/0000058361-26-000063-index.html","primary_entity_key":"0000058361","primary_entity_name":"LEE ENTERPRISES, Inc"},"word_count":463,"has_tables":true,"body_markdown":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nAs previously disclosed, on April 23, 2026, the Board of Directors (the “Board”) of Lee Enterprises, Incorporated (the “Company”) appointed Nathan E. Bekke as President and Chief Executive Officer of the Company, and Joshua P. Rinehults as Vice President, Chief Financial Officer and Treasurer of the Company.\n\nOn August 6, 2026, the Executive Compensation Committee of the Board (the “Committee”) approved one-time transition equity awards (the “Transition Awards”) under the Company’s 2020 Long-Term Incentive Plan, as amended (the “LTIP”), to Messrs. Bekke and Rinehults.\n\nThe Committee approved the Transition Awards in connection with the Company’s February 2026 transaction and resulting leadership transition, which materially expanded the responsibilities of the Company’s Chief Executive Officer and Chief Financial Officer. The Transition Awards are intended to support leadership continuity and retention and to further align the executives’ interests with long-term shareholder value creation. The Transition Awards are one-time awards that are separate from and supplemental to the Company’s annual LTIP.\n\nThe Transition Awards have target values of $1.75 million for Mr. Bekke and $900,000 for Mr. Rinehults. Each Transition Award consists of 50% performance stock units and 50% restricted stock awards.\n\nThe performance stock units will be earned based 50% on stock price performance and 50% on Adjusted EBITDA, in each case measured over a performance period ending in September 2028, with payouts ranging from 0% to 200% of target based on actual performance. The Committee will retain authority to adjust the performance calculations for certain significant corporate events. The restricted stock awards will vest in three equal annual installments, subject to the executive’s continued service with the Company.\n\nAlso, on August 6, 2026, the Committee approved a revised annual long-term incentive framework under the LTIP. The revised framework is intended to provide more market-competitive long-term incentive opportunities, strengthen alignment with long-term stockholder value creation and support executive retention.\n\nAnnual awards for the President and Chief Executive Officer, Vice President, Chief Financial Officer and Treasurer and Chief Revenue Officer will consist of 40% restricted stock, 40% performance stock units and 20% stock options, with target award values equal to 300%, 225% and 175% of base compensation, respectively.\n\nPerformance stock units will be based 50% on stock price performance and 50% on Adjusted EBITDA (as defined in the Company's filings with the Securities and Exchange Commission) over a three-year performance period, with payouts ranging from 0% to 200% of target. Restricted stock will vest ratably over three years, subject to continued service.\n\nThe foregoing description of the Transition Awards is qualified in its entirety by reference to the applicable award agreements, forms of which are filed as Exhibits 10.1 and 10.2 hereto and incorporated herein by reference."}