| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LEE ENTERPRISES, Inc [ LEE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/13/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/13/2026 | P | 6,099 | A | $7.17 | 10,915,539(1) | D | |||
| Common Stock | 02/17/2026 | P | 10,600 | A | $7.1 | 10,926,139(1) | D | |||
| Common Stock | 02/18/2026 | P | 10,600 | A | $7.17 | 10,936,739(1) | D | |||
| Common Stock | 618,900 | I | By Trust | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. This transaction was executed in multiple trades and the price reported reflects the weighted average purchase price. The reporting person hereby undertakes to provide, upon request, to the SEC staff, the issuer, or security holder of the issuer, full information regarding the number of shares and prices at which the transaction as effected. |
| /s/Timothy B. Gulbranson, Limited POA, Attorney-in-Fact for David H. Hoffmann | 02/18/2026 | |
| /s/ Patricia Garinger-Strickland, Limited POA, Attorney-in-Fact for The Jerrilyn M. Hoffmann Revocable Trust dated May 30, 2001 | 02/18/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Patricia Garringer-Strickland and the attorneys at Lathrop GPM
LLP, Theodore F. Olt III, Timothy B. Gulbranson, and the attorneys at Lane & Waterman LLP, Amy Cline, John McCarron, or any of them acting singly, and with full power of substitution and re-substitution, the undersigned’s true and lawful
attorney-in-fact (each of such persons and their substitutes being referred to herein as the “Attorney-in-Fact”), with full power to act for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to:
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1.
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Prepare, execute, and submit to the Securities and. Exchange Commission (“SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate
to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934
(the “Exchange Act”) or any rule or regulation of the SEC;
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2.
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Prepare, execute and submit to the SEC, Lee Enterprises, Incorporated (the “Company”), and/or any national securities exchange on which the Company’s securities are listed
any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any
rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Form 144; and
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3.
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Obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s equity securities from any third party,
including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.
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The undersigned acknowledges that:
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a)
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This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without
independent verification of such information;
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b)
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Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such
information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable;
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c)
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Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned’s responsibility to comply with the requirements of Section 13 or Section 16 of the
Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and
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d)
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This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under Section 13 or Section 16 of the
Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.
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The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in connection with the foregoing, as fully,
to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this
Power of Attorney.
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This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5, or Schedules
13D or 13G, or Forms 144 with respect to the undersigned’s holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all
previous powers of attorney with respect to the subject matter of this Power of Attorney.
In witness whereof, the undersigned has executed this Power of Attorney as of January 29, 2026.
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/s/ David Hoffmann
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| David Hoffmann |
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STATE OF ILLINOIS
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COUNTY OF COOK
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On this 29th day of January , 2026, David Hoffmann personally appeared before me, and acknowledged that he executed the
foregoing instrument for the purposes therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
Notary Public /s/ Kevin L. Morrison
My Commission Expires 03/20/2026
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OFFICIAL SEAL
KEVIN L MORRISON Notary Public, State of Illinois
Commission No. 0553983 My Commission Expires March 20, 2026
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81905763v1
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Patricia Garringer-Strickland and the attorneys at Lathrop GPM
LLP, Amy Cline, John McCarron, or any of them acting singly, and with full power of substitution and re-substitution, the undersigned’s true and lawful attorney-in-fact (each of such persons and their substitutes being referred to herein as the
“Attorney-in-Fact”), with full power to act for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to:
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1.
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Prepare, execute, and submit to the Securities and Exchange Commission (“SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate
to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934
(the “Exchange Act”) or any rule or regulation of the SEC;
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2.
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Prepare, execute and submit to the SEC, Lee Enterprises, Incorporated (the “Company”), and/or any national securities exchange on which the Company’s securities are listed
any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any
rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Form 144; and
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3.
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Obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s equity securities from any third party,
including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.
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The undersigned acknowledges that:
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a)
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This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without
independent verification of such information;
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b)
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Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such
information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable;
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c)
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Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned’s responsibility to comply with the requirements of Section 13 or Section 16 of the
Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and
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d)
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This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under Section 13 or Section 16 of the
Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.
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82019082v1
| e) |
The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in connection with the foregoing, as fully,
to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this
Power of Attorney.
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This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5, or
Schedules 13D or 13G, or Forms 144 with respect to the undersigned’s holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact. This Power of Attorney
revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney.
In witness whereof, the undersigned has executed this Power of Attorney as of February 17, 2026.
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/s/ Jerrilyn M. Hoffmann
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| Jerrilyn M. Hoffmann |
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The Jerrilyn M. Hoffmann Revocable Trust dated May 30, 2001
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/s/ Jerrilyn M. Hoffmann
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| Jerrilyn M. Hoffmann |
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STATE OF ILLINOIS
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COUNTY OF COOK
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On this 18th day of February, 2026, Jerrilyn Hoffmann personally appeared before me, and acknowledged that he executed the foregoing
instrument for the purposes therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
Notary Public /s/ Kevin L. Morrison
My Commission Expires 03/20/2026
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OFFICIAL SEAL
KEVIN L MORRISON Notary Public, State of Illinois
Commission No. 0553983 My Commission Expires March 20, 2026
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82019082v1