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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 18, 2025
_______________________________________________________________________________________
LEE ENTERPRISES, INCORPORATED
(Exact name of Registrant as specified in its charter)
_______________________________________________________________________________________
| | | | | | | | |
| Delaware | 1-6227 | 42-0823980 |
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | |
| 4600 E. 53rd Street, Davenport, Iowa 52807 | |
| (Address of Principal Executive Offices) | |
| | |
| (563) 383-2100 | |
| Registrant’s telephone number, including area code | |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $.01 per share | LEE | The Nasdaq Global Select Market |
| Preferred Share Purchase Rights | LEE | The Nasdaq Global Select Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | |
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
As previously disclosed, on November 13, 2025, Lee Enterprises, Incorporated (the “Company”) filed a definitive proxy statement in connection with a special meeting of stockholders (the “Proxy Statement”) scheduled for Friday, December 19, 2025, at 9:00 a.m. Central Time (the “Special Meeting”).
On December 18, 2025, the board of directors of the Company decided to cancel the Special Meeting, and the Company has withdrawn from consideration the proposals set forth in the Proxy Statement.
As previously disclosed in the Proxy Statement, the Company continues to consider various potential strategic and financing transactions. Therefore, to continue and facilitate that process, the Company has canceled the stockholder meeting at this time.
Item 9.01. Financial Statements and Exhibits.
| | | | | | | | |
| (d)Exhibits | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | | LEE ENTERPRISES, INCORPORATED | |
| | | | | |
| | | | | |
| Date: | December 18, 2025 | By: | /s/ Timothy R. Millage | |
| | | | Timothy R. Millage | |
| | | | Vice President, Chief Financial Officer and Treasurer | |