What changed in this filing

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Item 9A. Controls and Procedures

2025-11-26 compared with 2024-12-13 · 824 added, 309 removed, 972 unchanged (54% of the section changed)

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EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we concluded an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our Company’s reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to the Company, including our consolidated subsidiaries, required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

subsidiaries, required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management's Report on Internal Control Over Financial Reporting

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Based on this assessment, management has concluded that our internal control over financial reporting was effective as of the Evaluation Date, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.

BDO USA, P.C., our independent registered public accounting firm, has issued a report on our internal control over financial reporting as of September 29, 2024, which is included herein.

Remediation of Previously Reported Material Weaknesses

As previously reported in Item 9A of our Annual Report on Form 10-K for the fiscal year ended September 24, 2023, management had concluded the Company had a material weakness in internal control over financial reporting, specific to a) the Company's controls to assess the reliability of certain internally generated information, or evaluate information received from certain third-party service providers.

To address the material weakness, during the fiscal year ended September 29, 2024 we:

• Established a project team to review, evaluate and remediate the material weakness in internal controls over financial reporting.

• Invested in new technology and human capital in the development of new internal controls.

• Expanded Corporate Compliance function to lead management's efforts related to effective control design, documentation and implementation, as well as remediate ineffective controls.

• Implemented a new revenue IT system through collaboration among finance, accounting, sales, and IT with the focus on centralizing our products fulfillment process.

• Coordinated the flow of data with many of our third-party fulfillment vendors to improve processes surrounding customer acceptance and evidence of fulfillment.

• Retained Deloitte & Touche LLP to validate the design of these new controls.

• Implemented six additional internal controls focused on addressing the material weakness in internal controls over financial reporting.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Other than those implemented to address the material weakness as described above, there have been no changes in our internal control over financial reporting that occurred during the 14 weeks ended September 29, 2024 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

Stockholders and Board of Directors

Lee Enterprises, Incorporated

Davenport, Iowa

Opinion on Internal Control over Financial Reporting

We have audited Lee Enterprises, Incorporated’s (the “Company's”) internal control over financial reporting as of September 29, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 29, 2024, based on the COSO criteria .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of September 29, 2024 and September 24, 2023, the related consolidated statements of (loss) income and comprehensive (loss) income, (deficit) equity, and cash flows for each of the three fiscal years in the period ended September 29, 2024, and the related notes and our report dated December 13, 2024, expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ BDO USA, P.C.

Chicago, Illinois

December 13, 2024

There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 28, 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

OTHER INFORMATION

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information with respect to this Item, except for certain information related to our executive officers included under the caption “Executive Team” in Part I of this Annual Report, is included in our Proxy Statement to be filed in January 2025, which is incorporated herein by reference, under the captions “Proposal 1 - Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance”.

Our executive officers are those elected officers whose names and certain information are set forth under the caption “Executive Team” in Part 1 of this Annual Report.

The following contains information concerning the Board members, including their period of service as a director, their recent employment, other directorships, including those held during the past five years with a public company or registered investment company, and age as of year end.

Junck, 78, Director since 1999

Junck was elected Executive Chairman of the Company in February 2016 and elected Chairman in February 2019.

She joined the Company in 1999 as Executive Vice President and Chief Operating Officer.

She became president in 2000, Chief Executive Officer in 2001 and Chairman in January 2002, and served in those positions until her retirement in 2016.

She previously held senior executive positions at the former Times Mirror Company, where she was responsible for the operations of Newsday, The Baltimore Sun (publisher and chief executive officer), the Hartford Courant, The Morning Call, Southern Connecticut Newspapers and St.

Paul Pioneer Press (publisher and president).

She also had responsibility for Times Mirror magazines and StayWell, Times Mirror’s consumer health company.

She was a member of the board of directors of The Associated Press from 2004 to 2017 and was chairman from 2012 to 2017.

Since October 2016, Ms.

Junck has served as a director of Postmedia Network Canada Corp.

PNC.A), a public company based in Toronto, Canada, that owns numerous newspapers and associated online platforms throughout Canada.

Junck’s in-depth knowledge of the Company and the publishing industry, in which she has worked in executive and senior management positions for more than 34 years, enables her to lead the Board effectively in her capacity as Chairman.

Junck provides a valuable and unique perspective in Board deliberations about the Company’s business, competitive landscape, strategic relationships and opportunities, senior leadership and operational and financial performance.

As Chairman, Ms.

Junck serves as an advisor to the Chief Executive Officer and provides overall leadership for the Board.

Her experience provides her with a thorough understanding of strategic direction and partnerships, financial matters and board management.

Moloney III, 74, Director since 2001

From December 2006 until his retirement in July 2011, Mr.

Moloney was President and Chief Operating Officer of Western Colorprint, Inc., a privately held company that provided advertising supplements and commercial printing services to the publishing industry.

From April 2005 to November 2006, Mr.

Moloney was President and Publisher of the Washington Examiner.

From 2000 to March 2005, Mr.

Moloney was the Chief Operating Officer, North America, and an Executive Vice President of Vertis, Inc., a premium provider of targeted advertising and marketing solutions to leading retail and consumer services companies.

Moloney is Chairman of the Executive Compensation Committee and a member of the Audit and Risk Management Committee and the Nominating and Corporate Governance Committee.

Moloney has been designated as the Company’s Lead Director by the independent directors to preside over executive sessions of non-management directors, among other duties.

Moloney brings to the Board more than 35 years of executive and management experience in the publishing and television industries.

His extensive relevant industry and executive leadership experience provides him with substantive knowledge about a variety of issues that are related to the Company’s business, including digital and print advertising and marketing, operations and strategy development.

Magid, 61, Director since 2010

Magid is President and Chief Executive Officer of Frank N.

Magid Associates, Inc., a research-based strategy consulting company with expertise in a wide range of media.

From 2007 to 2009, Mr.

Magid served as a director of Quattro Wireless, a mobile advertising company.

From 1989 to 1991, Mr.

Magid worked in the entertainment group of JPMorgan Chase & Co.

Magid is Chairman of the Nominating and Corporate Governance Committee and serves as a member of the Executive Compensation Committee.

Magid provides the Board with experience and insight into key marketing and advertising trends and related media industry strategies, especially digital media and digital services.

Magid provides significant financial experience and contributes extensively to the oversight and integrity of the Company’s financial statements, risk management and risk assessment, ethics and compliance functions, and procedures and controls which qualify him as one of its designated financial experts.

Mowbray, 64, Director since 2016

Mowbray was elected as the Company’s President and Chief Executive Officer (“CEO”) in February 2016.

Prior to his election as CEO, Mr.

Mowbray was the Company’s Executive Vice President and Chief Operating Officer from April 2015, and served as Vice President and Chief Operating Officer since 2013.

He previously was publisher of the Company’s largest newspaper, the St.

Louis Post-Dispatch, from 2006 to 2013, where he drove the Company’s digital efforts and piloted many significant digital products and initiatives.

Mowbray is a member of the board of directors of the Associated Press.

As President and CEO, Mr.

Mowbray has direct responsibility for all aspects of the Company’s operations, including more than 72 markets in 26 states and the corporate staff, with special focus on digital growth, revenue expansion and business transformation.

His familiarity with the Company and his role in spearheading the development of our five-year strategic plan and digital strategies and overseeing our transformation, coupled with his 38 years of executive and management experience in the publishing industry, makes him a valuable addition to our Board.

Liberman, 57, Director since 2019

Liberman was formerly Senior Vice President of News, Talk & Entertainment at SiriusXM (NASDAQ:

SIRI), where she served from October 2017 until March 2023 and was responsible for content and strategic direction of the talk portfolio, overseeing 60 original and partner channels and all podcast programming produced under the Stitcher and Earwolf labels.

Previously, she was Vice President and Editor in Chief of the Yahoo News Group from September 2013 to June 2017 and spent 13 years at The New York Times (NYSE:

NYT), most recently as Deputy News Editor for Digital Development from 2010 to 2013.

From 2001 to 2010, Ms.

Liberman worked at The New York Times Magazine, first as a Story Editor before becoming Deputy Editor, where she oversaw numerous award-winning video and multimedia projects.

Liberman began her career at a small children’s book publisher before assuming various editorial roles at Us Weekly, Swing Magazine, Martha Stewart Living, and Bridal Guide Magazine.

Liberman earned a Bachelor of Arts degree from Barnard College in 1990 and a Master of Science degree from Columbia Graduate School of Journalism in 1995.

Liberman is a member of the Nominating and Corporate Governance Committee.

Liberman is a lifelong journalist and highly accomplished digital media executive.

She brings top-tier experience and tremendous expertise developing and implementing effective digital platform strategies and directing award-winning editorial content.

Her extensive experience and industry familiarity enables her to contribute effectively to the Board’s oversight of the Company’s strategy and operations.

Fletcher, 58, Director since 2020

Fletcher has served as the Chief Executive Officer of technology company Explorer Parent LLC, a firm that sponsors special purpose acquisition companies (SPACs), since July 2020, an advisor to Carney Technology Acquisition Corp.

CTAQ) since December 2020, an advisor to Epiphany Technology Acquisition Corp.

EPHY) since January 2021, an advisor to BioPlus Acquisition Corp.

BIOS) since January 2021 and an advisor to Enterprise 4.0 Technology Acquisition Corp.

ENTF) since October 2021.

He served from 2013 to August 2022 as an independent director of atVenu, a leading live event commerce platform, where he was a member of the Audit and Compensation Committees, and as an independent director of Life Signals, Inc.

a healthcare technology company since November 2021.

From 2003 to May 2018, Mr.

Fletcher was a Managing Director, Co-Head of the Digital Media Group and Head of the Software Group at GCA Savvian, a global investment bank.

He was also a member of the firm’s Management Committee.

From 1994 until 2002, Mr.

Fletcher worked at Goldman, Sachs & Co., where he held a number of leadership roles including Head of the Private Placement Group, Head of the IT Services sector and Co-Head of the Hardware, Storage, EMS, and Internet Infrastructure sectors.

He began his career at Deloitte & Touche as a CPA.

Fletcher received a B.A.

in Economics from UCLA and an M.B.A.

from the Wharton School of the University of Pennsylvania.

Fletcher is the Chairman of the Audit and Risk Management Committee, and a member of the Executive Compensation Committee.

Fletcher brings to the Board more than 20 years of experience in the investment banking industry, and he has extensive expertise with respect to debt and equity financing, strategic transactions, capital allocation, capital markets and corporate financial management, particularly in the digital media sector.

He also has significant experience with corporate governance through prior service on several boards.

His experience enables him to provide strong oversight of financial and disclosure responsibilities, controls, and procedures, and he serves as one of the Audit and Risk Management Committee’s designated financial experts.

McAlmont, 60, Director since May 2022

McAlmont is a seasoned executive with deep experience overseeing successful digital transformations, change management and strategic partnerships.

In early 2022, Dr.

McAlmont joined a cybersecurity training company, NINJIO, LLC, as President and CEO, after serving since 2018 as the President of Career Learning at Stride, Inc.

LRN), a $1.5 billion technology-based education company, where he led a multi-year digital transformation that doubled the size of the career learning business through the introduction of new IT, business and healthcare career training programs, three acquisitions, and strategic corporate and higher education partnerships.

From 2015 to 2017, he was the President and CEO of Neumont College of Computer Science, a for-profit training institution.

McAlmont also served as the President and CEO of Lincoln Educational Services (NASDAQ:

LINC) from 2005 to 2015.

McAlmont held senior-level manager positions at Alta

Colleges, where he pioneered online learning at scale, and Heald Colleges from 1991 to 2005, after beginning his career at Stanford University.

McAlmont received a Bachelor of Science degree in Psychology from Brigham Young University and multiple graduate degrees in the education field, including a Doctorate of Higher Education Management from the University of Pennsylvania.

He recently completed the Board Education Program at Stanford University Directors College.

McAlmont is a member of the BorgWarner (NYSE:

BWA) board of directors, where he serves on its compensation committee.

McAlmont is a member of the Executive Compensation Committee, and a member of the Audit and Risk Management Committee.

McAlmont brings to the Board more than 25 years of career leading successful digital transformations at scale in online learning and workforce training and has leveraged past learnings to drive growth and generate value at several companies.

He has significant executive leadership and public company board experience.

Miller, 69, Director since 2024

Miller is a senior executive and investor at the intersection of technology and media.

As chairman and CEO of AOL, Inc., he oversaw the world’s largest digital news site.

As chairman and CEO of News Corp Digital Media Group, he was responsible for digital strategy and presence for all television and print publications globally.

He has been president and CEO of USA Interactive (now IAC), and a partner in venture capital firm Advancit Capital with the chairman of Paramount Global, Shari Redstone, for the past ten years, where he has invested in more than 100 companies.

He is senior media advisor to Global Citizen and its upcoming Global Live series of events.

He is also an advisor to the Office of the Vice Provost for Advances in Learning at Harvard University, having previously served in that capacity with Harvard/MIT joint venture EdX.

He has been honored as a UJA ‘Media Man of the Year’ and has also been awarded the Inaugural Pioneer Prize, Producers Guild of America, the Inaugural Vanguard Award, International Emmy Association, the Digital Power Player of the Year, Hollywood Reporter, and the Monaco Media Festival, Interactive Pioneer Award.

Miller is a member of the Audit and Risk Management Committee.

He has served as a director of public and private companies, including the boards of BBC News Worldwide, RTL Broadcasting, NY Public Radio, Akamai, Nielsen, First Look Media, Expedia, Trip Advisor and the Interpublic Group.

He was executive producer of Live 8, the largest charity event ever produced and an advisor on a related follow up initiative, Live Earth.

McIntosh, 56, Director since 2024

McIntosh is a digital pioneer and media executive with decades of experience leading business transformations.

She is CEO and Publisher of Authors Equity, Inc., a book publisher she launched in March 2024, dedicated to a reshaped relationship with authors and publishing talent.

The company’s emphasis on profit sharing, flexibility, transparency and long-term collaboration has drawn a wide-ranging list of bestselling and emerging authors, with the first books coming to market in fall 2024.

She is a former CEO of Penguin Random House US, the world’s largest book publisher.

While there and during a post at Amazon, she played a seminal role in each of the major inflection points in the consumer book market over the past three decades, including the birth of ecommerce, digital audio and ebooks.

She serves as an independent director of Simon & Schuster, the global book publisher acquired by KKR in 2023.

She is president of Poets & Writers, a nonprofit dedicated to serving the needs of creative writers, and she is an advisor to Shimmr AI, a startup developing AI-supported ad tech for books.

She is a regular speaker about the future of book publishing;

including delivering 2024 keynotes at the Readmagine conference in Madrid and the New Zealand Publishers Association.

McIntosh is a member of the Nominating and Corporate Governance Committee.

A major profile in The New York Times said she “stands out as someone who at every turn has rejected conventional thinking, and who has had an uncanny degree of foresight about technological change.” She is known for her belief in the critical importance of nurturing creative talent during the age of the algorithm and, now, of AI.

Her leadership has been celebrated by Forbes (2021 “50 Over 50:

Vision” list), Girls Write Now (2021 “Agent of Change” award), and the UJA (2022 Publishing Titan Award).

EXECUTIVE OFFICERS

Name Offices or Positions to be Held Biographical Information

Mowbray President and Chief Executive Officer Mr.

Mowbray, age 64, has been President and Chief Executive Officer since February 2016.

Previously, Mr.

Mowbray held the titles of Executive Vice President and Chief Operating Officer from April 2015 to February 2016, Vice President and Chief Operating Officer from May 2013 to April 2015, Publisher of the St.

Louis Post-Dispatch from 2006 to May 2013, and Vice President - Publishing from 2004 to May 2013.

Mowbray joined the Company in 1986 and served in several positions in the Company’s sales and marketing and newspaper management functions, including as Vice President for Sales and Marketing and General Manager, the Missoulian.

Millage Vice President, Chief Financial Officer and Treasurer Mr.

Millage, age 45, has been Vice President, Chief Financial Officer and Treasurer since August 2018.

Millage served as the corporate controller of the Company from 2012 to 2018.

Prior to joining the Company, Mr.

Millage served as an audit manager with Deloitte, LLP and worked for multinational clients in various industries.

Bekke Chief Operating Officer

Bekke, age 56, has been the Chief Operating Officer since June 2025.

Before that, he served as Vice President - Consumer Sales and Marketing since February 2015 and Publisher of the Casper Star-Tribune, a Company newspaper, from 2003 to February 2015.

Bekke joined the Company in 1988 and served in several positions in the Company’s sales and marketing function, including as director of sales and marketing at Billings Gazette and the Independent Record.

Bekke is a member of the News Media Alliance board of directors.

Garcia Vice President - Human Resources and Legal;

Chief Legal Officer Ms.

Garcia, age 75, has been Vice President - Human Resources and Legal since 2013.

Previously, Ms.

Garcia served as Vice President of Human Resources and Operations at the St.

Louis Post-Dispatch from December 2006 to 2013.

Prior to joining the Company, Ms.

Garcia served as a senior human resources professional and legal advisor for a number of companies in the publishing industry.

Battistoni Vice President - Sales and Marketing Mr.

Battistoni, age 43 has been Vice President - Sales and Marketing since November 2020.

Previously, Mr.

Battistoni held the titles of Vice President - Local Advertising from January 2020 to November 2020 and General Manager and Vice President of Sales and Marketing at The Times of Northwest Indiana from November 2015 to January 2020.

Battistoni joined the Company as Digital Director of The Times in March 2014.

Prior to joining the Company, Mr.

Battistoni was employed by Tribune Media Company in various leadership positions involving the delivery of digital services and targeted media.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires our executive officers and directors to file initial reports of ownership and reports of changes in that ownership with the SEC.

Specific due dates for these reports have been established and we are required to disclose in our Proxy Statement any failure to file by these dates in 2025.

Based solely on review of the reports received by the Company, and on written representations from certain reporting persons, the Company believes the persons subject to Section 16(a) reporting complied with applicable SEC filing requirements during fiscal year 2025.

CODE OF ETHICS

We have a Code of Business Conduct and Ethics ("Code") that applies to all of our employees, including our principal executive officer, and principal financial and accounting officer.

The Code is monitored by the Audit and Risk Management Committee of our Board of Directors and is annually affirmed by our directors and executive officers.

The Code is monitored by the Audit Committee of our Board of Directors and is annually affirmed by our directors and executive officers.

We maintain a corporate governance page on our website which includes the Code.

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Any future amendment to, or waiver granted by us from, a provision of the Code will be posted on our website.

AUDIT COMMITTEE

The Company’s Board of Directors has a separately designated standing Audit Committee.

The Audit Committee of the Company’s Board of Directors consists of Messrs.

Fletcher, Moloney, and Miller and Dr.

McAlmont with Mr.

Fletcher serving as chairman.

Each member of the Audit Committee meets the financial sophistication requirements of NASDAQ.

Our Board has determined that Messrs.

Fletcher and Miller meet the requirements of an audit committee financial expert, as defined by the SEC, and that all Audit Committee members are financially sophisticated and meet the NASDAQ’s independence requirements and definition of an independent director.

EXECUTIVE COMPENSATION

Information with respect to this Item is included in our Proxy Statement to be filed in January 2025, which is incorporated herein by reference, under the captions, “Compensation of Non-Employee Directors”, “Executive Compensation” and “Compensation Discussion and Analysis”;

provided, however, that the subsection entitled “Executive Compensation - Executive Compensation Committee Report” shall not be deemed to be incorporated by reference.

The Named Executive Officers

The Company's NEOs include the principal executive officer, the principal financial officer and the other most highly compensated executive officer who was serving as an executive officer at September 28, 2025.

In 2025, the NEOs were:

Mowbray President and Chief Executive Officer

Millage Vice President, Chief Financial Officer & Treasurer (2)

Bekke Chief Operating Officer

(1) Adjusted EBITDA and Cash Costs are non-GAAP (Generally Accepted Accounting Principles) financial measures.

See Appendix A for definitions and a reconciliation of Adjusted EBITDA and Cash Costs to the closest available GAAP measures.

(2) On November 17, 2025, Mr.

Millage informed the Company of his decision to resign from his positions with the Company to pursue an opportunity in church ministry.

His resignation will become effective February 28, 2026, and he has agreed to provide consulting services to the Company through May 31, 2026.

Recent Developments

Executive Compensation Adjustments

Certain of our executive officers voluntarily agreed to, and our board of directors approved, reductions in compensation in order to assist with the reduction of our corporate overhead.

Mowbray agreed to reduce his total compensation for the fiscal year ended September 28, 2025 by $300,000 and his salary and bonus for the fiscal year ending September 27, 2026 each by $100,000, for a total reduction in compensation across the two fiscal years ending September 27, 2026 of $500,000.

Millage agreed to reduce his total compensation for the fiscal year ended September 28, 2025 by $87,000.

agreed to reduce his total compensation for the fiscal year ended September 28, 2025 by $100,000 and his salary and bonus for the fiscal year ending September 27, 2026 each by $50,000, for a total reduction in compensation across the two fiscal years ending September 27, 2026 of $200,000.

In the aggregate, as a result of these reductions in executive compensation, we expect to realize approximately $787,000 in cost savings during the two fiscal years ending September 27, 2026.

Item 11 reflects the foregoing compensation adjustments.

Resignation of Chief Financial Officer

On November 17, 2025, Mr.

Millage informed the Company of his decision to resign as Vice President, Chief Financial Officer, and Treasurer of the Company to pursue an opportunity in church ministry.

His resignation will become effective February 28, 2026, and he has agreed to provide consulting services to the Company through May 31, 2026.

Millage’s decision is due to personal reasons and not the result of any disagreement with the Company or its operations, policies or practices.

The Company has initiated a search process to identify a new chief financial officer.

In connection with Mr.

Millage’s resignation, the Company and Mr.

Millage entered into a separation agreement, dated November 20, 2025 (the “Separation Agreement”).

Under the terms of the Separation Agreement, Mr.

Millage will receive (a) his full compensation through the end of his consulting role, (b) a severance payment equaling twenty-six weeks of his base salary, (c) the vesting of all unvested stock awards on February 28, 2026, and (d) survival of the indemnification terms under his employment agreement and indemnity agreement.

The Separation Agreement also includes customary non-compete, non-solicitation, and release of claims provisions.

Elements of Compensation

Our compensation program reinforces the key drivers of success in the Company’s business.

Our financial emphasis is on revenue and operating cash flow.

We believe these two measures are key measures of long and short-term success in our industry.

Compensation for our NEOs includes the following:

Element Description

Base Salary • Determined based on numerous factors such as:

◦ Competitive conditions for the Names Executive Officer’s position within the peer group and in the broader employment market,

◦ as well as the Named Executive Officer’s level of responsibility, experience, and individual performance

Annual Incentives • Tied to annual business performance as measured against annual goals established by the ECC

• Varies depending on a wide range of factors, including:

◦ Competitive conditions for the executive officer’s position within the peer group and in the broader employment market,

◦ as well as the executive officer’s level of responsibility, experience, and individual performance

Long-Term Incentives The revised Long-Term Incentive Plan includes a mix of awards aligned to achieve the best practice of 50% time based and 50% performance based.

The revised plan includes the following types of stock awards:

• Stock options — Offer the opportunity for executives to purchased shares at the grant date’s fair market value, with vesting over three years to encourage long-term commitment.

• Restricted stock awards — Each restricted stock unit represents the right to receive one ordinary share upon vesting.

The restricted stock awards generally vest one-third on each of the first, second, and third anniversary of the grant date.

• Performance share units — reward executives based on the Company’s performance against pre-determined targets, reinforcing accountability to shareholders.

Performance share unit represents the right to receive on ordinary share after the end of a three-year performance period if specified performance goals are achieved.

Our annual cash incentive program places a portion of NEO compensation at risk, based on performance criteria.

In addition, stock options, when granted, are inherently performance-based because an option only has value if the stock price rises after the option is granted.

In some instances, we also make restricted Common Stock awards conditioned on the achievement of one or more specified performance goals under our Incentive Compensation Program.

Summary Compensation Table

The following table summarizes the 2025 and 2024 compensation of the NEOs:

(Dollars) Year Salary Stock

Compensation (2)

Mowbray 2025 830,753 274,832 29,168 — 16,914 1,151,667

President and Chief Executive Officer 2024 900,000 184,590 — — 21,671 1,106,261

Millage 2025 484,606 106,882 11,343 — 9,611 612,442

Vice President, Chief Financial Officer, and Treasurer 2024 525,000 87,900 — — 12,446 625,346

Bekke 2025 553,836 122,149 12,962 — 5,077 694,023

Chief Operating Office

2024 577,500 73,783 — — 5,931 657,214

(1) Stock and option awards are granted at a price equal to the fair market value on the date of grant.

Information with respect to stock awards granted to the NEOs is reflected in “Outstanding Equity Awards at September 28, 2025” below.

(2) Includes discretionary amounts paid under the annual cash incentive plan.

(3) Includes matching contributions made to the Company's Retirement Account Plan and Non-Qualified Plan during the year.

To the extent qualifying compensation was not received during the year, such as certain non-equity incentive plan compensation, the related matching contribution may be reported in a subsequent year.

(4) The Lee Foundation, an affiliate of the Company, matches on a dollar-for-dollar basis up to $5,000 annually, charitable contributions made by NEOs to qualifying organizations.

Such matching contributions are not considered compensation of the NEO.

Outstanding Equity Awards at September 28, 2025

The following table summarizes outstanding equity awards to the NEOs as of September 28, 2025:

(Dollars, Except Share Data) Restricted Common Stock Awards

Number of Shares of Stock That Have Not Vested Market Value of Shares of Stock That Have Not Vested (1)

2025 Stock Award

13,380 61,013

2024 Stock Award 21,000 95,760

2023 Stock Award 15,000 68,400

2025 Stock Award

2024 Stock Award 10,000 45,600

2023 Stock Award 7,275 33,174

2025 Stock Award

2024 Stock Award 8,394 38,277

2023 Stock Award 6,995 31,897

(1) Based on closing market price of $4.56 on November 21, 2025.

Option Exercises and Stock Vested

The following table summarizes information related to vesting of restricted Common Stock of the NEOs in 2025:

Restricted Common Stock

(Dollars, Except Share Date) Number of Shares Acquired on Vesting Value Realized on Vesting

Mowbray 13,329 224,327

Millage 8,331 140,211

Bekke 8,331 140,211

There were no option exercises in 2025.

Non-Qualified Deferred Compensation

The following table summarizes information related to 2025 activity in the Non-Qualified Plan for the NEOs.

(Dollars) NEO

Contributions Company

Contributions Aggregate

Earnings Distributions Aggregate Balance at

September 28, 2025

Mowbray 26,250 10,500 34,703 — 840,510

Millage 6,562 2,625 18,072 — 178,947

Bekke — — 9,849 — 142,954

(1) Amounts included in total compensation in the Summary Compensation Table under “Salary.”

(2) Amounts included in total compensation in the Summary Compensation Table under “All Other Compensation”.

(3) Earnings are based on the performance of investments selected by the NEO.

(4) Amounts include compensation to the NEO in the form of Company contributions prior to 2022.

For those NEOs continuing to participate in the Non-Qualified Plan in 2020 and thereafter, withdrawals are permitted following termination of employment.

Employee contributions are limited to 45% of salary and bonus compensation.

See “Primary Benefits” above for additional information with regard to the Non-Qualified Plan.

Change of Control, Employment and Other Agreements

In 2015, we entered into amended and restated employment agreements between the Company and four senior executive officers, including all of our NEOs, with the exception of Mr.

Millage, who entered into such agreement in 2018.

The employment agreements entitle these executives to severance and other benefits upon termination without cause or for good reason that becomes effective only upon a change of control.

We approved the new agreements because we believe they better align our agreements with general industry change of control employment agreements.

A change of control is defined to include certain mergers and acquisitions, liquidation or dissolution of the Company, changes in the membership of the Company's Board and acquisition of 15% of the outstanding stock of the Company for the purpose of changing the control of the Company.

The new agreements superseded agreements originally entered into in 1998 and amended and restated in 2008 and provide substantially lower benefits upon a change of control.

Absent a change of control, the agreements do not require the Company to retain the executives or to pay them any specified level of compensation or benefits, and they remain employees at will.

The agreements extend for two years from the date of signature.

On each annual anniversary date of the agreements (each a “Renewal Date”), the change of control period will be automatically extended so as to terminate two years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company gives notice to the executive that the change of control period will not be extended.

The agreements are subject to the following triggers:

• The agreements become effective and the protective features vest upon a change of control or if an executive's employment is terminated as a consequence of such event.

• The agreements provide that each executive is to remain an employee for a two-year period following a change of control of the Company unless the executive resigns for good reason or is terminated for cause, each as defined in the agreement.

Under the agreements, a termination pursuant to the terms of the change of control agreement triggers the following compensation and benefits for the executives:

Employment Period Benefits

During the two-year employment period, the executives are entitled to:

• An annual base salary, payable monthly in an amount at least equal to their highest monthly base salary during the year prior to the change of control;

• An annual bonus, payable in a lump sum within 75 days following each fiscal year in an amount at least equal to their highest annual bonus in the three years prior to the change of control;

• Continued participation in the Company's incentive, savings, retirement, and welfare benefit plans;

• Payment of expenses and fringe benefits (including office and support staff, tax and financial planning services, applicable club dues and use of an automobile and related expenses) to the extent paid or provided to such executive immediately prior to the change of control or to other peer executives of the Company.

Benefits Upon Termination

If the executive's employment is terminated during the two-year employment period other than for cause, death or disability, or the executive terminates employment for good reason, the executive will be entitled to the following benefits:

• All accrued and unpaid annual base salary and annual bonus for the prior fiscal year payable in a lump sum within 30 days of termination;

• A lump sum severance payment equal to the amount corresponding to the executive's title set forth in the following table:

◦ CEO 3x annual base salary and highest recent annual bonus

◦ Vice Presidents 1x annual base salary and highest recent annual bonus

• A payment equal to the payment multiple above of the Company's average annual contributions on behalf of the executive under all defined contribution plans maintained by the Company during the three-year period immediately preceding the termination;

Any legal fees and expenses incurred by the executive in asserting legal rights in connection with the agreement;

• Continued welfare benefits for the period equal to the multiple of their base salary payable plus certain outplacement services.

Under the agreements, termination for cause means termination of the executive's employment due to the (1) willful and continued failure of the executive to perform substantially the executive's duties with the Company or one of its affiliates, or (2) the willful engaging by the executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

Good reason means actions taken by the Company that result in a material negative change in the employment relationship, including a detrimental change in responsibilities, a reduction in salary or benefits or a relocation of office, as described in the agreement.

Excise Tax Cap on Payments

To reduce the impact of any excise tax imposed on the executive related to the change of control, the agreements also require the Company to cap the overall value of payments if such reduction results in a larger net after-tax payment than would result if such payments were not capped and subject to an excise tax.

Other Provisions

For a period of one year after the agreements become effective, the executives are restricted from:

• Disclosing the confidential information of the Company and its affiliates;

• Competing against the Company and its affiliates;

• Soliciting the customers of the Company and its affiliates;

• Soliciting the employees of the Company and its affiliates for employment and hiring them, unless the employee is responding to employment advertising of a general nature or unless approved by the President of the Company in advance.

There is no requirement in the agreements that the executives execute a release of claims in favor of the Company and its affiliates.

Acquirer's Obligations

The agreements mandate that the Company require an acquirer to assume and satisfy the Company's obligations under the agreements.

Equity Awards

The Company's LTIP was amended to provide that, if a change of control occurs, for early vesting and exercise and issuance or payment will be subject to a “double-trigger” for the following awards to executives (subject to certain limits):

• Awards of restricted Common Stock;

• Stock options and stock grants;

• Amounts payable instead of such issuance in a lump-sum payment within 30 days of surrender of such stock options to the Company.

Generally, vesting and payment will not occur if replacement awards equal in value and vesting terms are granted to the affected executive in connection with the change of control, unless the executive is thereafter terminated within the specified protection period.

Potential Payments Upon Termination or Change of Control

The following summarizes information as of September 28, 2025 related to estimated potential cash payments upon a change of control to the NEOs.

Amounts in the table do not reflect income tax benefits that may be realized by the Company.

The estimated payments also make assumptions as to whether certain discretionary bonus payments made to NEOs are qualifying annual incentive plan payments under the agreements.

(Dollars) Estimated Net Present Value of Change of Control Severance and Benefits

Mowbray 7,137,113

Millage 1,273,877

Bekke 1,959,345

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

Information with respect to this Item is included in our Proxy Statement to be filed in January 2025, which is incorporated herein by reference, under the captions “Voting Securities and Principal Holders Thereof” and “Equity Compensation Plan Information”.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The following table sets forth information as of November 20, 2025, except as set forth below, as to each person

known by us to own beneficially more than 5% of our voting common stock.

As of November 20, 2025, there were 6,261,825 shares of voting common stock and zero shares of our convertible common stock outstanding.

Name and Address of Beneficial Owner

Title of Class

Amount and Nature of Beneficial Ownership

Percent of Class

GAMCO Investors, Inc., et al.

One Corporate Center, Rye, NY 10580

Quint Digital Ltd., et al.

403 Prabhat Kiran, 17, Rejendra Place, Delhi, India 110008

Hoffman Revocable Trust dated May 30, 2001

568 Lincoln Avenue, Winnetka, IL 60093

Solas Capital Management, LLC

1063 Post Road, 2nd Floor, Darien, CT 06820

(1) Based on information set forth in Schedule 13G filed with the SEC on February 14, 2025, Quint Digital Ltd.

reports sole voting and dispositive power over 763,000 shares;

Ritu Kapur reports sole voting and dispositive power over 250 shares, Bahl Vidur reports sole voting and dispositive power over 30,205 shares.

Quint Digital Ltd, Ritu Kapur, and Bahl Vidur are identified in the Schedule 13G as a Group in accordance with Rule 240.13d-1(b)(1)(ii)(k).

(2) Based on information set forth in Amendment No.

7 to Schedule 13D filed with the SEC on October 15, 2025, Jerrilyn M.

Hoffman reports shared voting and dispositive power over 618,900 shares and Jerrilyn M.

Hoffman Revocable Trust dated May 30, 2001, reports shared voting and dispositive power over 618,900 shares.

Hoffman is the trustee of the Jerrilyn M.

Hoffman Revocable Trust dated May 30, 2001.

(3) Based on information set forth in Amendment No.

8 to Schedule 13D filed with the SEC on November 17, 2025, Gabelli Funds, LLC reports sole voting and dispositive power over 234,100 shares;

GAMCO Asset Management Inc.

reports sole voting and dispositive power over 575,675 shares;

Teton Advisors, LLC reports sole voting and dispositive power over 20,000 shares;

and Gabelli Foundation, Inc.

reports sole voting and dispositive power over 20,000 shares.

Gabelli Funds, LLC and GAMCO Asset Management, Inc.

are wholly owned subsidiaries of GAMCO Investors, Inc.

GGCP Holdings LLC is the controlling shareholder of GAMCO Investors, Inc., and Mario Gabelli is the controlling shareholder, co-Chief Executive Officer, and a director of GGCP Holdings, Inc.

Teton Advisors, LLC is subadvised by Gabelli Funds, LLC, and therefore, indirectly controlled by Mario Gabelli.

Gabelli Foundation, Inc.

is a private foundation, and Mario Gabelli is the Chairman, a Trustee and the Investment Manager of the foundation.

(4) Based on information set forth in Amendment No.

1 to Schedule 13D filed with the SEC on November 14, 2024, Frederick Tucker Golden reports shared voting power over 482,212 shares and shared dispositive power over 482,212 shares and Solas Capital Management, LLC reports shared voting power over 482,212 shares and shared dispositive power over 482,212 shares.

Frederick Tucker Golden is the Portfolio Manager of Solas Capital Management, LLC.

The following table sets forth information as to our voting common stock beneficially owned as of November 21, 2025, by each director, each of our “named executive officers” for our most recently completed fiscal year September 28, 2025, and by all directors and executive officers as a group.

The address for each beneficial owner listed below is c/o Lee Enterprises, Incorporated, 4600 E.

53rd Street, Davenport, Iowa 52807.

Beneficial Owner Shares of Voting Common Stock (1)

Percent of Class

Bekke 41,203 *

Battistoni 19,753 *

Fletcher 33,726 *

Garcia 23,153 *

Junck 214,061 3.4%

Liberman 26,726 *

Magid 35,564 *

McIntosh 12,283 *

McAlmont 22,849 *

Millage 39,961 *

Mowbray 142,359 2.3%

Moloney lll 38,901 *

All executive officers and directors as a group (13 persons)

662,822 10.5%

(1) Includes securities exercisable in the next 60 days

(*) Less than one percent of the class

Equity Compensation Plan Information

Information as of September 28, 2025, with respect to equity compensation plans is as follows:

Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (A) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (Dollars)

(B) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans

(Excluding Shares in column A)

Equity compensations plans approved by shareholders — — 496,136

(2) Includes the number of securities remaining available for future issuance under our LTIP

(3) Those securities not issued as a result of cancellation, forfeiture or surrender of previously outstanding options or adjustment of target restricted stock awards remain available for issuance, at the discretion of the Executive Compensation Committee, under the LTIP.

Such shares are excluded from the total presented as the amount cannot be ascertained.

Unvested restricted stock awards are not included in the number of shares presented as they are no longer available for future issuance once granted.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

AND DIRECTOR INDEPENDENCE

Information with respect to this Item is included in our Proxy Statement to be filed in January 2025, which is incorporated herein by reference, under the caption “Directors' Meetings and Committees of the Board of Directors”.

We have adopted procedures that apply to any transaction or series of transactions in which the Company or a subsidiary is a participant involving an amount in excess of $120,000, and a related person has a direct or indirect material interest.

Under SEC rules, a related person is a director, nominee for director, executive officer, owner of more than 5% of our Common Stock or immediate family member of any of the above.

On an annual basis, each director, nominee for director and officer and certain 5% or greater shareholders are required to

complete a Director and Officer Questionnaire that requires disclosure of any transactions with us in which a related person has a direct or indirect material interest.

Our general counsel is primarily responsible for the development and implementation of procedures and controls to obtain information from these related persons.

The charter of our Audit and Risk Management Committee provides that the Audit and Risk Management Committee is responsible for review, approval, or ratification of related-person transactions.

Though we have no written policy, it is the practice of our Audit and Risk Management Committee to approve such transactions only if it deems them to be in the best interests of the Company.

When considering a transaction, the Audit and Risk Management Committee will review all relevant factors, including our rationale for entering into a related-person transaction, alternatives to the transaction, whether the transaction is on terms at least as fair to the Company as would be the case were the transaction entered into with a third party, and potential for an actual or apparent conflict of interest.

The Audit and Risk Management Committee reports its findings to the Board.

We have entered into indemnification agreements with each of our directors and executive officers.

These agreements require us to indemnify such individuals, to the fullest extent permitted by Delaware law, for certain liabilities to which they may become subject as a result of their affiliation with the Company.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information with respect to this Item is included in our Proxy Statement to be filed in January 2025, which is incorporated herein by reference, under the caption “Relationship with Independent Registered Public Accounting Firm”.

REPORT OF THE AUDIT AND RISK MANAGEMENT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit and Risk Management Committee is currently comprised of four directors who are not officers or employees of the Company.

All members are independent under Nasdaq and SEC rules.

The Board has established a written charter for the Audit and Risk Management Committee.

The Audit and Risk Management Committee held eight meetings in 2025.

The meetings were designed to facilitate and encourage private communication among the Audit and Risk Management Committee, management, our internal auditors and our independent registered public accounting firm.

During these meetings, the Audit and Risk Management Committee reviewed and discussed the annual audited and quarterly unaudited financial statements with management and the independent registered public accounting firm and management’s assessment of the effectiveness of our internal control over financial reporting.

Based on such review and discussions, the Audit and Risk Management Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended September 28, 2025, including any applicable amendments thereto.

The discussions with the independent registered public accounting firm also included the matters required by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T regarding “Communications with Audit and Risk Management Committees”.

The Audit and Risk Management Committee received from the independent registered public accounting firm written disclosures and the letter required by PCAOB Rule 3600T regarding “Independence Discussions with Audit and Risk Management Committees”.

This information was discussed with the independent registered public accounting firm.

The Audit and Risk Management Committee considered whether the non-audit services provided by the independent registered public accounting firm to us are compatible with maintaining auditor independence.

The Audit and Risk Management Committee

Fletcher, Chairman

Each member of the Audit and Risk Management Committee meets the current financial literacy requirements of Nasdaq.

Our Board has determined that Mr.

Fletcher meets the requirements of an Audit and Risk Management Committee financial expert, as defined by the SEC, and that all Audit and Risk Management Committee members are financially literate and meet Nasdaq’s definition of an independent director.

RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BDO has served as our independent registered public accounting firm since 2021.

Representatives of BDO are expected to be present at the Annual Meeting, will have an opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions from shareholders.

For 2025 and 2024, BDO performed the following professional services and received, or will receive, fees in the amounts indicated.

(Dollars) 2025 2024

Audit fees 1,182,517 1,549,000

Audit-related fees — —

All other Fees — —

1,182,517 1,549,000

Services Provided By BDO

All services rendered by BDO are permissible under applicable laws and regulations.

The Audit and Risk Management Committee reviewed and pre-approved all services related to the fees listed in the above table in accordance with our Policy Regarding the Approval of Audit and Non-Audit Services by Independent Public Accountants (“Policy”).

Under the Policy, Audit and Risk Management Committee pre-approval includes audit services, audit-related services, tax services, other services and services exceeding the pre-approved cost range.

In some instances, pre-approval is provided by the full Audit and Risk Management Committee for up to a year with any such pre-approval relating to a particular defined assignment or scope of work and subject to a specific defined budget.

In other instances, the Audit and Risk Management Committee may delegate pre-approval authority of additional services to one or more designated members with any such pre-approval reported to the Audit and Risk Management Committee at its next scheduled meeting.

Any pre-approved service requires the submission of an engagement letter or other detailed back-up information.

Pursuant to rules of the SEC, the fees paid to BDO for services are disclosed in the table above under the categories described below, as applicable.

Audit Fees – Fees for professional services for the audit of our Consolidated Financial Statements, review of financial statements included in our quarterly Form 10-Q filings, attestation reporting on the effectiveness of our internal control over financial reporting, and services that are normally provided in connection with statutory and regulatory filings or engagements.

Audit-Related Fees – Fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.

This includes due diligence related to mergers and acquisitions, preparation of comfort letters related to financing or other transactions, attestations that are not required by statute or regulation, and consulting related to financial accounting or reporting standards.

Tax Fees – Fees for professional services with respect to tax compliance and advice and planning.

This includes preparation of original and amended tax returns for the Company and its consolidated subsidiaries, refund claims, payment planning, tax audit assistance and tax work stemming from audit-related matters.

We also engage the services of other accounting firms and law firms for such services.

Fees paid to such firms are not reflected in the table above except to the extent BDO is engaged directly by such firms to perform services on behalf of the Company.

All Other Fees - Fees for other permissible work that does not meet the above category descriptions.

These services are actively monitored both as to spending level and work content by the Audit and Risk Management Committee to maintain the appropriate objectivity and independence in our independent registered public accounting firm's core work, which is the audit of our Consolidated Financial Statements.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

6 unchanged sentences

Notes to Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firm*

Report of Independent Registered Public Accounting Firm*

* BDO USA, P.C.

5 unchanged sentences

CONSOLIDATED FINANCIAL STATEMENTS PAGE

Consolidated Statements of (Loss) Income and Comprehensive ( L oss) Income

Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income

Consolidated Balance Sheets

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Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Fir m

Report of Independent Registered Public Accounting Firm

CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME

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Equity in earnings of associated companies 4,278 4,572 6,527

Operating income 4,546 37,169 24,851

Operating (loss) income ( 4,650 ) 4,546 37,169

Non-operating (expense) income:

2 unchanged sentences

Pension and OPEB related benefit and other, net 2,506 1,910 2,420

Curtailment/Settlement gains 3,593 — 1,027

Curtailment/Settlement gain — 3,593 —

Total non-operating expense, net ( 37,999 ) ( 35,729 ) ( 40,251 )

(Loss) income before income taxes ( 31,183 ) ( 3,082 ) 795

Income tax (benefit) expense ( 7,610 ) ( 349 ) 698

Net (loss) income ( 23,573 ) ( 2,733 ) 97

Loss before income taxes ( 42,649 ) ( 31,183 ) ( 3,082 )

Income tax benefit ( 6,903 ) ( 7,610 ) ( 349 )

Net loss ( 35,746 ) ( 23,573 ) ( 2,733 )

Net income attributable to non-controlling interests ( 1,847 ) ( 2,272 ) ( 2,534 )

Loss attributable to Lee Enterprises, Incorporated ( 37,593 ) ( 25,845 ) ( 5,267 )

Other comprehensive (loss) income, net of income taxes ( 6,923 ) 10,190 ( 25,534 )

Other comprehensive income (loss), net of income taxes 2,833 ( 6,923 ) 10,190

Comprehensive (loss) income attributable to Lee Enterprises, Incorporated ( 34,760 ) ( 32,768 ) 4,923

67 unchanged sentences

Accumulated other comprehensive income 22,753 19,920

Total Lee Enterprises, Inc.stockholders' (deficit) equity ( 9,889 ) 21,240

Total Lee Enterprises, Inc.stockholders' deficit ( 43,306 ) ( 9,889 )

Non-controlling interests 2,347 2,555

Total (deficit) equity ( 7,334 ) 23,706

Total liabilities and (deficit) equity 649,171 711,617

Total deficit ( 40,959 ) ( 7,334 )

Total liabilities and deficit 601,729 649,171

The accompanying Notes are an integral part of the Consolidated Financial Statements.

13 unchanged sentences

Balance, beginning of year ( 292,341 ) ( 266,496 ) ( 261,229 )

Net (loss) income attributable to Lee Enterprises, Inc.

Net loss attributable to Lee Enterprises, Inc.

( 37,593 ) ( 25,845 ) ( 5,267 )

Balance, end of year ( 329,934 ) ( 292,341 ) ( 266,496 )

Accumulated other comprehensive income (loss):

Accumulated other comprehensive income:

Balance, beginning of year 19,920 26,843 16,653

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Cash provided by (required for) operating activities:

Net (loss) income ( 23,573 ) ( 2,733 ) 97

Adjustments to reconcile net (loss) income to net cash provided by (required for) operating activities:

Net loss ( 35,746 ) ( 23,573 ) ( 2,733 )

Adjustments to reconcile net loss to net cash provided by (required for) operating activities:

Depreciation and amortization 18,843 27,616 30,621

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Stock compensation expense 1,757 1,751 1,806

Asset loss on sales, impairments and other, net 11,193 1,882 9,716

Impairment of non-amortized intangible assets 6,971 7,758 7,671

Asset (gain) loss on sales and other, net ( 4,015 ) 3,435 ( 5,789 )

Earnings, net of distributions, deemed returns on investment of TNI and MNI 885 ( 122 ) ( 657 )

1 unchanged sentence

Deferred income taxes ( 6,914 ) ( 10,535 ) ( 4,542 )

Pension contributions — — ( 112 )

Non-cash interest 10,118 — —

Other, net ( 2,055 ) ( 1,287 ) ( 2,290 )

1 unchanged sentence

Increase in receivables ( 9,227 ) ( 5,494 ) ( 6,739 )

Decrease (increase) in inventories and other 901 977 ( 3,088 )

Decrease in accounts payable, unearned revenue, other accrued liabilities and operating lease obligations ( 5,026 ) ( 26,155 ) ( 14,645 )

Decrease in inventories and other 538 901 977

Increase (decrease) in accounts payable, unearned revenue, other accrued liabilities and operating lease obligations 4,211 ( 5,026 ) ( 26,155 )

Decrease in pension, postretirement and postemployment benefit obligations ( 3,798 ) ( 2,422 ) ( 83 )

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Other ( 2,075 ) 427 ( 2,019 )

Net cash provided by (required for) operating activities 1,117 ( 3,181 ) 2,853

Net cash (required for) provided by operating activities ( 5,541 ) 1,117 ( 3,181 )

Cash provided by investing activities:

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Principal payments on long-term borrowings ( 1,778 ) ( 9,798 ) ( 6,813 )

Sale (purchases) of common stock transactions — ( 279 ) 369

Purchases of common stock — — ( 279 )

Net cash required for financing activities ( 1,778 ) ( 9,798 ) ( 7,092 )

Net decrease in cash and cash equivalents ( 4,950 ) ( 1,637 ) ( 9,927 )

Net increase (decrease) in cash and cash equivalents 391 ( 4,950 ) ( 1,637 )

Cash and cash equivalents:

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Basis of Presentation

The Consolidated Financial Statements include our accounts and those of our subsidiaries, all of which are wholly-owned, except for our 50 % interest in TNI, 50 % interest in MNI and 82.5 % interest in BLOX Digital.

TNI and MNI are accounted for under the equity method.

Results of BLOX Digital are consolidated.

In 2024, certain prior period amounts within the consolidated financial statements have been adjusted to conform with current period presentation.

These matters did not change operating revenues, net income (loss), accumulated deficit, and earnings (losses) per share in all periods presented.

All of our enterprises use period accounting with the fiscal year ending on the last Sunday in September.

References to "2024", "2023", "2022" and the like refer to the fiscal years ended the last Sunday in September.

Fiscal years 2024 include 53 weeks of operations, 2023, and 2022 include 52 weeks of operations.

The consolidated financial statements have been prepared in accordance with U.S.

generally accepted accounting principles (“U.S.

“Lee,” the “Company,” “we,” “us,” and “our” refer to Lee Enterprises, Incorporated and its consolidated subsidiaries.

We consolidate all entities that we control.

All intercompany balances and transactions are eliminated in consolidation.

Subsidiaries that are less than wholly owned are consolidated and the portion of equity and earnings (losses) attributable to noncontrolling interests is presented separately within equity and net income (loss).

We hold a 50 % interest in TNI and a 50 % interest in MNI;

both are accounted for under the equity method and our share of their earnings is reported in “Equity in earnings of associated companies.” We hold an 82.5 % interest in BLOX Digital, which is consolidated;

the noncontrolling interest in BLOX Digital is presented in equity.

Certain prior-period amounts have been reclassified to conform to the current-period presentation.

These reclassifications had no effect on total operating revenue, net income (loss), accumulated deficit, or earnings (loss) per share for any period presented.

Unless otherwise indicated, amounts are presented in thousands of U.S.

dollars and per-share data are shown on a diluted basis.

Our fiscal year ends on the last Sunday in September.

References to “2025,” “2024,” and “2023” refer to the fiscal years then ended.

Fiscal 2025 and 2023 each included 52 weeks of operations;

fiscal 2024 included 53 weeks.

The additional week occurred in the first fiscal quarter of 2024, which may affect year-over-year comparability of results.

Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.

We evaluate our estimates, which include estimates used in the valuation of goodwill and intangible assets periodically.

We evaluate our estimates used in connection with our business combinations, the discount rate assumptions applied to our pension and postretirement plan obligations, the expected long-term rate of return on plan assets, and the provision for income taxes on an on-going basis.

We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these estimates under different assumptions or conditions.

The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and the disclosure of contingencies.

Significant estimates include, among others, the allowance for credit losses, impairment and fair value of goodwill and indefinite-lived intangibles, useful lives and recoverability of long-lived assets and internal-use software, pension and other postretirement benefit obligations (e.g., discount rates, expected long-term rate of return, mortality), income taxes (valuation allowances and uncertain tax positions), self-insurance and litigation reserves, and lease-related judgments (including the incremental borrowing rate).

Estimates are based on historical experience and other factors believed to be reasonable under the circumstances and are reviewed on an ongoing basis;

revisions are recognized in the period in which they are identified and in future periods, as applicable.

Actual results could differ from these estimates.

See Note 4 Goodwill and Other Intangible Assets , Note 8 Pension Plans , Note 9 Postretirement and Postemployment Benefits , Note 13 I ncome Taxes , Note 2 Revenue , and Note 7 Leases for additional information on these estimates.

Principles of Consolidation

14 unchanged sentences

Specific identification 2,531 3,081

Investments in unconsolidated affiliates over which Lee exercises significant influence, but does not control, are accounted for by the equity method.

Under this method, an investment account for each unconsolidated affiliate is increased by contributions made and by Lee's share of net income of the unconsolidated affiliate, and decreased by the share of net losses of and distributions from the unconsolidated affiliate.

The Company has elected to account for distributions under the cumulative earnings approach.

Investments in unconsolidated affiliates over which we exercise significant influence, but does not control, are accounted for by the equity method.

Under this method, an investment account for each unconsolidated affiliate is increased by contributions made and by our share of net income of the unconsolidated affiliate, and decreased by the share of net losses of and distributions from the unconsolidated affiliate.

We have elected to account for distributions under the cumulative earnings approach.

Property and Equipment

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Intangible assets include customer lists, newspaper subscriber lists and mastheads.

Intangible assets subject to amortization are being amortized using the straight-line method except for intangible assets acquired with the acquisition of BH Media Group, Inc.

Intangible assets subject to amortization are being amortized using

the straight-line method except for intangible assets acquired with the acquisition of BH Media Group, Inc.

and The Buffalo News, Inc.

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Impairment would occur when the carrying amount of the reporting unit is greater than its fair value.

The Company determines if an arrangement is a lease at inception.

Operating leases are included in operating lease ROU assets, current portion of long-term lease liabilities and operating lease liabilities on the Consolidated Balance Sheets.

We determine if an arrangement is a lease at inception.

Operating leases are included in operating lease right of use ("ROU") assets, current portion of long-term lease liabilities and operating lease liabilities on the Consolidated Balance Sheets.

Finance leases would be included in property, plant and equipment, current portion of long-term debt and long-term debt on the Consolidated Balance Sheets.

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The ROU asset is adjusted to include lease payments made to date and initial direct costs incurred and to deduct for lease incentives received and impairment recognized.

As most of the Company's leases do not provide an implicit rate, We determined the incremental borrowing rate based on a senior secured collateral adjusted yield curve for the Company.

This yield curve reflects the estimated rate that would have been paid by the Company to borrow on a collateralized basis over a similar term in a similar economic environment.

As most of our leases do not provide an implicit rate, We determined the incremental borrowing rate based on a senior secured collateral adjusted yield curve.

This yield curve reflects the estimated rate that would have been paid by us to borrow on a collateralized basis over a similar term in a similar economic environment.

The lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised.

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Pension, Postretirement and Postemployment Benefit Plans

applicable, employee turnover rates, anticipated mortality rates, expected investment returns on plan assets, asset allocation assumptions of plan assets and other factors.

We evaluate our liabilities for pension, postretirement and postemployment benefit plans based upon computations made by consulting actuaries, incorporating estimates and actuarial assumptions of future plan service costs, future interest costs on projected benefit obligations, rates of compensation increases, when applicable, employee turnover rates, anticipated mortality rates, expected investment returns on plan assets, asset allocation assumptions of plan assets and other factors.

We apply a practical expedient under ASC Topic 715, Compensation – Retirement Benefits , which allows us to measure plan assets and benefit obligations using the month-end that is closest to our fiscal year-end.

Accordingly, we measure our plan assets and benefit obligations as of September 30, or upon a remeasurement event.

Accordingly, we measure our plan assets and benefit obligations as of September 30, or upon a remeasurement

We use the alternative spot rate approach which utilizes a full yield curve to estimate the interest cost component of benefit cost by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows.

Multiemployer Pension Plans

The Company contributes to a number of multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover certain of the Company's union represented employees.

The risks of participating in these multiemployer plans are different from single-employer plans in that assets contributed are pooled and may be used to provide benefits to employees of other participating employers.

Multi-employer Pension Plans

We contribute to a number of multi-employer defined benefit pension plans under the terms of collective-bargaining agreements that cover certain of our union represented employees.

The risks of participating in these multi-employer plans are different from single-employer plans in that assets contributed are pooled and may be used to provide benefits to employees of other participating employers.

If a participating employer withdraws from or otherwise ceases to contribute to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

Alternatively, if the Company chooses to stop participating in one of its multiemployer plans, it may incur a withdrawal liability based on its actuarially determined share of the unfunded status of the plan.

Contributions made to multiemployer plans are based on collective-bargaining agreements and are accounted for under guidance related to multiemployer plans, which essentially provides that contributions to such plans are expensed when due.

Alternatively, if we choose to stop participating in one of its multi-employer plans, it may incur a withdrawal liability based on its actuarially determined share of the unfunded status of the plan.

Contributions made to multi-employer plans are based on collective-bargaining agreements and are accounted for under guidance related to multi-employer plans, which essentially provides that contributions to such plans are expensed when due.

Any withdrawal liability would be recognized at the point withdrawal from the plan becomes probable.

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Such investments are excluded from the fair value hierarchy.

Our business consists of approximately 50 strategic business units ("SBU's").

We determined our operating segments under ASC 280 “ Segment Reporting ”.

Our operations are organized into approximately 50 Strategic Business Units (“SBUs”) based on market.

The SBUs generally include print and digital subscription products and the associated advertising and marketing services.

Each of our SBUs have comparable types of costs (compensation, newsprint/ink, and other costs) to generate similar sources of advertising and marketing services revenue and subscription revenue, they produce products in similar manner;

they have same class of customers and they use the same distribution processes.

In other words, each SBU engages in the same business activities.

Separate operating results of each SBU are not reviewed by the chief operating decision maker ("CODM").

The CODM reviews Consolidated Statements of Income and Consolidated Balance Sheets on a monthly basis, and reviews the Consolidated Statements of Cash Flows ("SOCF") on a quarterly basis.

The balance sheets and SOCF are only prepared on a consolidated level.

Selective revenue and expense details by SBU are reviewed by the CODM, however, the focus of those reviews is on details of advertising and marketing services revenue by SBU and subscription revenue by SBU.

Complete operating results or other profitability measures by SBU are not reviewed by the CODM.

Further, business decisions by the CODM, including the allocation of resources, are determined based on reviewing consolidated information.

Each SBU has comparable types of costs (e.g., compensation, newsprint/ink, and other operating costs) to generate similar sources of advertising and marketing services revenue and subscription revenue.

Products are produced using similar processes;

SBUs serve similar types of customers and use similar distribution processes.

SBUs are internal, location-based operating components used for management purposes and do not represent separate operating or reportable segments.

Operating decisions are made by the Chief Executive Officer ("CEO"), who is the Chief Operating Decision Maker ("CODM").

The CODM reviews the Consolidated Statements of (Loss) Income and Consolidated Balance Sheets on a monthly basis, and the Consolidated Statement of Cash Flows on a quarterly basis.

While selective revenue and expense details by SBU are reviewed by the CODM, these reviews focus on revenue composition (advertising and marketing services and subscription) and do not include full SBU operating results or profitability measures.

Accordingly, complete operating results or other profitability measures by SBU are not reviewed by the CODM.

Further, business decisions by the CODM, including the allocation of resources, are determined based on consolidated information.

Accordingly, we operate as one operating segment, which is also our one reportable segment.

Goodwill is assessed for impairment at the same level, consistent with this determination.

Stock Compensation

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We determine the fair value of stock options using the Black-Scholes option pricing formula.

Key inputs to this formula include expected term, expected volatility and the risk-free interest rate.

The expected term represents the period that our stock-based awards are expected to be outstanding, and is determined based on historical experience of similar awards, giving consideration to contractual terms of the awards, vesting schedules and expectations of future employee behavior.

We determine the fair value of the performance based restricted stock units with a market condition using the Black-Scholes framework for an asset-or-nothing call option.

Key inputs to these formulas include expected term, expected volatility and the risk-free interest rate.

awards, vesting schedules and expectations of future employee behavior.

The volatility factor is calculated using historical market data for our Common Stock.

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Other risks are insured and carry deductible losses of varying amounts.

We have posted cash collateral totaling $ 6.7 million and $ 7.0 million at September 29, 2024 and September 24, 2023, respectively in support of our insurance programs recorded under Other on the Consolidated Balance Sheets.

We have posted cash collateral totaling $ 6.7 million at both September 28, 2025 and September 29, 2024, respectively in support of our insurance programs recorded under Other on the Consolidated Balance Sheets.

Our accrued reserves for health care and workers compensation claims are based upon estimates of the remaining liability for retained losses made by consulting actuaries.

The amount of workers compensation reserve has been determined based upon historical patterns of incurred and paid loss development factors from the insurance industry.

New Accounting Pronouncements not yet Adopted

Recent accounting pronouncements adopted

In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07 - Segment Reporting to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses .

This pronouncement is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company is evaluating the impact this will have on our Consolidated Financial Statements.

In November 2023, the FASB issued guidance, ASU 2023-09, which enhances annual income tax disclosures.

Our adoption of this guidance did not have an impact on the Consolidated financial statements except the disclosure in Note 5.

New accounting pronouncements not yet adopted

In November 2023, the FASB issued guidance, ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures which enhances annual income tax disclosures.

ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid.

ASU 2023-09 will be effective for annual periods beginning after December 15, 2024.

The Company is currently evaluating the provisions of the updated guidance and assessing the impact on the Consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, which requires disaggregated disclosure of income statement expenses.

This standard is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The Company is evaluating the impact this will have on our Consolidated Financial Statements.

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for goods or services.

We are currently evaluating the provisions of the updated guidance and assessing the impact on the Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date (“ASU 2025-01”) .

ASU 2024-03 requires additional disclosure of the nature of expenses included in the statement of operations as well as disclosures about specific types of expenses included in the expense captions presented in the statement of operations.

ASU 2024-03, as clarified by ASU 2025-01, is effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

Both early adoption and retrospective application are permitted.

We expect to enhance annual expense disclosures based on the new requirements.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810) - Amendments to SEC Paragraphs Pursuant to Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity .

This update is effective for the annual period beginning after December 15, 2026, as well as interim periods within that period.

We are currently evaluating the provisions of the updated guidance and assessing the impact on the Consolidated Financial Statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets , which provides new optional guidance relating to the estimation of expected credit losses on current accounts receivable and current contract assets.

ASU permits entities to apply a practical expedient when estimating credit losses and is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted, and should be applied prospectively.

We are currently evaluating the provisions of the updated guidance and assessing the impact on the Consolidated Financial Statements.

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for goods or services.

Revenues are recognized as performance obligations are satisfied either at a point in time, such as when an advertisement is published, or over time, such as audience subscription revenue.

No single customer represented 10% or more of the Company's net revenue in any fiscal period presented.

No single customer represented 10% or more of our net revenue in any fiscal period presented.

Advertising and marketing services revenue

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In instances where the timing of revenue recognition differs from the timing of invoicing, such timing differences are not large.

As a result, we have determined that our contracts do not

include a significant financing component.

As a result, we have determined that our contracts do not include a significant financing component.

Depending on the product revenue is recognized over time or at the point in time in which performance obligations are met.

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Subscription revenue from single copy and home delivery subscriptions are recognized at the point in time the publications are delivered.

Digital subscription revenue results from the sale of digital-only access to the Company's content delivered via digital products purchased.

Digital subscription revenue results from the sale of digital-only access to our content delivered via digital products purchased.

Digital subscription revenue is recognized over time as performance obligations are met throughout the subscription period.

Payments for print and digital subscription revenue are typically collected in advance, are for contract periods of one year or less and result in an unearned revenue liability that is reduced when revenue is recognized.

Payments for print and digital subscription revenue are typically collected in advance, or for contract periods of one year or less and result in an unearned revenue liability that is reduced when revenue is recognized.

Other revenue

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As such, digital services revenue is recognized over the contract period.

Prices for digital services are agreed upon in advance of the contract beginning and are typically billed in arrears on a monthly basis, with the exception of implementation fees which are recognized as deferred revenue and amortized over the contract period.

Prices for digital services are agreed upon in advance of the contract beginning and are typically billed in arrears on a monthly basis.

Commercial printing and delivery revenue is recognized when the product is delivered to the customer.

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Contract Liabilities:

The Company’s primary source of unearned revenue is from subscriptions paid in advance of the service provided.

The Company expects to recognize the revenue related to unsatisfied performance obligations over the next twelve months in accordance with the terms of the subscriptions and other contracts with customers.

The unearned revenue balances described herein are the Company's only contract liability.

Our primary source of unearned revenue is from subscriptions paid in advance of the service provided.

We expect to recognize the revenue related to unsatisfied performance obligations over the next twelve months in accordance with the terms of the subscriptions and other contracts with customers.

The unearned revenue balances described herein are our only contract liability.

Unearned revenue was $ 26.5 million as of September 28, 2025, $ 31.8 million as of September 29, 2024, and $ 40.8 million as of September 24, 2023.

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We received $ 3.5 million, $ 3.2 million, and $ 3.6 million in distributions in 2025, 2024 and 2023, respectively.

At September 29, 2024 and September 24, 2023, the carrying value of the Company's 50 % investment in TNI is $ 15.1 million and $ 15.1 million, respectively.

At September 28, 2025 and September 29, 2024, the carrying value of our 50 % investment in TNI is $ 14.7 million and $ 15.1 million, respectively.

The difference between our carrying value and our 50 % share of the members' equity of TNI relates principally to goodwill of $ 12.4 million and other identified intangible assets of $ 2.3 million, certain of which have been amortized over their estimated useful lives.

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Editorial service fees are included in other revenue in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income and totaled $ 5.3 million, $ 5.5 million, and $ 5.4 million in 2025, 2024 and 2023, respectively.

At September 29, 2024 and September 24, 2023, the carrying value of the Company's 50 % investment in MNI is $ 12.8 million and $ 12.8 million, respectively.

At September 28, 2025 and September 29, 2024, the carrying value of our 50 % investment in MNI is $ 12.5 million and $ 12.8 million, respectively.

GOODWILL AND OTHER INTANGIBLE ASSETS

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Identified intangible assets 51,926 70,075

In 2024, the Company disposed $ 44.5 million of gross cost and accumulated amortization related to fully amortized customer and newspaper subscriber lists.

As discussed in Note 1, the Company reviews goodwill and non-amortized intangible assets for impairment annually on the first day of the fourth quarter, or more frequently if events or changes in circumstances indicate that an asset may be impaired in accordance with ASC Topic 350.

All of the Company’s goodwill is attributed to the single reporting unit, which has a negative carrying value as of September 29, 2024.

As discussed in Note 1, we review goodwill and non-amortized intangible assets for impairment annually on the first day of the fourth quarter, or more frequently if events or changes in circumstances indicate that an asset may be impaired in accordance with ASC Topic 350.

All of our goodwill is attributed to the single reporting unit, which has a negative carrying value as of September 28, 2025.

When evaluating these assets for impairment, we may first perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired, known as Step 0.

If we do not perform a qualitative assessment, or if we determine that it is not more likely than not that the fair value of the reporting unit exceeds its carrying amount, we would calculate the estimated fair value of the reporting unit using discounted cash flows or a combination of discounted cash flow and market approaches.

The Company performed its annual assessment on the first day of our fourth fiscal quarter, and determined the fair value of our single reporting unit was in excess of carrying value and as such, there was no impairment in 2024, 2023 and 2022.

In 2024 and 2022, the Company sold certain non-core operations.

We performed its annual assessment on the first day of our fourth fiscal quarter, and determined the fair value of our single reporting unit was in excess of carrying value and as such, there was no impairment in 2025, 2024 and 2023.

In 2025 and 2024 we sold certain non-core operations.

Goodwill was allocated to these operations, which totaled $ 4.2 million and $ 1.3 million, respectively.

For mastheads, the calculated fair value includes Level 3 inputs that were determined using the relief from royalty method.

Due to the continued declining print revenues, we regularly assess mastheads for impairment.

The calculated masthead fair value includes Level 3 inputs that were determined using the relief from royalty method.

The key assumptions used in the fair value estimates under the relief from royalty method are revenue and market growth, royalty rates for newspaper mastheads (the royalty rates utilized a range from 0.0 % to 1.0 %), estimated tax rates, and appropriate risk-adjusted weighted-average cost of capital (for 2025, 2024 and 2023, the weighted-average cost of capital used was 13.00 %, 12.50 % and 13.00 %, respectively).

These assumptions reflect Lee's best estimates, but these items involve inherent uncertainties based on market conditions generally outside of the Company's control.

These assumptions reflect our best estimates, but these items involve inherent uncertainties based on market conditions generally outside of our control.

A 50 -basis point decrease in royalty rates would result in an additional $ 1.5 million of impairment.

Increasing the discount rate by 100 basis points would result in an additional $ 0.1 million of impairment.

In 2024, 2023, and 2022, we recorded non-cash charges to reduce the carrying value of non-amortized intangible assets.

Such charges are recorded in assets loss on sales, impairments and other in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).

In 2025, 2024, and 2023, we recorded impairment charges to reduce the carrying value of mastheads.

Such charges are recorded in assets loss on sales, impairments and other in the Consolidated Statements of Loss and Comprehensive Loss.

We recorded deferred income tax benefits related to these charges.

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(Thousands of Dollars) 2025 2024 2023

Non-amortized intangible assets 7,758 7,671 14,203

Mastheads 6,971 7,758 7,671

Property, equipment and other assets — — —

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Annual amortization of intangible assets for the years ending September 2026 to September 2030 is estimated to be $ 7.1 million, $ 6.5 million, $ 5.8 million, $ 5.4 million, and $ 4.7 million, respectively.

SEGMENT REPORTING

We operate as a single operating and reportable segment.

The Chief Executive Officer (“CEO”) serves as our Chief Operating Decision Maker (“CODM”) and is responsible for evaluating financial performance and allocating resources.

The CODM reviews financial information and makes operating decisions on a consolidated basis.

Our operations are organized into Strategic Business Units (“SBUs”) based on market.

The SBU’s generally include one or more daily newspapers, several nondaily publications as well as the related digital operations.

SBUs are internal, location-based operating components used for management purposes and do not represent separate operating or reportable segments.

Separate operating results for each SBU are not reviewed by the CODM when assessing performance or making operating decisions.

The CODM reviews our consolidated statements of (loss) income and balance sheets on a monthly basis and makes key decisions regarding resource allocation, including operating expenses and capital expenditures, primarily focusing on consolidated net (loss) income and consolidated total assets.

These consolidated statements are used by the CODM to monitor budget versus actual results and evaluate the return on assets.

Significant segment expenses are separately disclosed and presented in the Consolidated Statements of Loss (Income) and Comprehensive Loss (Income).

The measure of segment assets is reported on the Consolidated Balance Sheets as Total Assets.

The accounting policies of our operating segment are the same as those described in Note 1.

On March 16, 2020 concurrent with closing the acquisition of BH Media Group, Inc.

and The Buffalo News, Inc., the Company completed a comprehensive refinancing of its debt (the "2020 Refinancing").

and The Buffalo News, Inc., we completed a comprehensive refinancing of our debt (the "2020 Refinancing").

The 2020 Refinancing consists of the Credit Agreement and Term Loan.

The proceeds of the Term Loan were used, along with cash on hand, to refinance the Company's $ 431.5 million it incurred in 2014 (the "2014 Refinancing") as well as to fund the acquisition of BH Media Newspaper Business assets and the stock of Buffalo News for $ 140.0 million in cash.

With the closing of this transaction, BH Finance became Lee's sole lender.

The proceeds of the Term Loan were used, along with cash on hand, to refinance our outstanding debt at the time of $ 431.5 million as well as to fund the acquisition of BH Media Newspaper Business assets and the stock of Buffalo News for $ 140.0 million in cash.

With the closing of this transaction, BH Finance became our sole lender.

Proceeds of the Term Loan were used to finance the acquisition of BH Media Group, Inc.

and The Buffalo News, Inc., and refinance all of the Company's outstanding debt at par.

and The Buffalo News, Inc., and refinance all of our outstanding debt at par.

The Term Loan matures in March 2045.

The Company's debt is collateralized by all Company assets.

As of September 29, 2024 and September 24, 2023, the Company has $ 445.9 million and $ 455.7 million, respectively in aggregate principal debt outstanding under the Term Loan.

Our debt is collateralized by all Company assets.

As of September 28, 2025 and September 29, 2024, we have $ 455.5 million and $ 445.9 million, respectively in aggregate principal debt outstanding under the Term Loan.

The debt has a fixed interest rate of 9.0 %.

During the twelve months ended September 29, 2024, we made principal debt payments of $ 9.8 million.

Payments were from the sale of non-core assets.

Future payments are contingent on the Company's ability to generate future Excess Cash Flow, as defined in the Credit Agreement.

The Credit Agreement contains certain customary representations and warranties, certain affirmative and negative covenants and certain conditions, including restrictions on incurring additional indebtedness, creating certain liens, making certain investments or acquisitions, issuing dividends, repurchasing shares of stock of the Company and certain other capital transactions.

Certain existing and future direct and indirect material domestic subsidiaries of the Company are guarantors of the Company's obligations under the Credit Agreement.

During the year ended September 28, 2025, Net Cash Proceeds, as defined in our Credit Agreement, from non-core asset sales totaled $ 6.5 million of which we remitted $ 1.8 million as principal debt payments and the remaining net cash proceeds remain payable to BH Finance.

Future payments are contingent on our ability to generate future excess cashflow, as defined in the Credit Agreement.

In February 2025, in an effort to provide short-term liquidity to fund the Cyber Incident's remediation efforts and other operations as described in Note 18, BH Finance LLC waived the interest expense payment and BH Media Group, Inc.

waived the lease payment due March 1, 2025, April 1, 2025 and May 1, 2025.

As of September 28, 2025, the waivers increased the outstanding debt balance by $ 11.3 million and is treated as non-cash activity within the statement of cash flows.

These waivers were treated as modifications to the existing credit agreement.

In addition, the May 2025 waiver was accompanied by an amendment to the Credit Agreement which includes provisions requiring us to prepay the loan in an aggregate amount equal to 100 % of net cash proceeds received by us or our subsidiaries within three days following the receipt of net cash proceeds from asset sales and allowing BH Finance to assign its rights and obligations under the Credit Agreement to any person other than a natural person.

Future payments are contingent on our ability to generate future Excess Cash Flow, as defined in the Credit Agreement.

Certain existing and future direct and indirect material domestic subsidiaries of the Company are guarantors of our obligations under the Credit Agreement.

The Credit Agreement restricts us from paying dividends on our Common Stock.

This restriction does not apply to dividends issued with the Company's Equity Interests or from the proceeds of a sale of the Company's Equity Interests.

Further, the Credit Agreement restricts or limits, among other things, subject to certain exceptions, the ability of the Company and its subsidiaries to:

This restriction does not apply to dividends issued with our Equity Interests or from the proceeds of a sale of our Equity Interests.

Further, the Credit Agreement restricts or limits, among other things, subject to certain exceptions, our ability and our subsidiaries to:

(i) incur additional indebtedness, (ii) make certain investments, (iii) enter into mergers, acquisitions and asset sales, (iv) incur or create liens and (v) enter into transactions with certain affiliates.

The Credit Agreement contains various representations and warranties by the Company and may be terminated upon the occurrence of certain events of default, including non-payment.

The Credit Agreement also contains cross-default provisions tied to other agreements with BH Finance entered into by the Company and its subsidiaries in connection with the 2020 Refinancing.

The Credit Agreement contains various representations and warranties by us and may be terminated upon the occurrence of certain events of default, including non-payment.

The Credit Agreement also contains cross-default provisions tied to other agreements with BH Finance entered into by us and our subsidiaries in connection with the 2020 Refinancing.

Principal Payments

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Excluding the Excess Cash Flow payments described below, there are no scheduled mandatory principal payments required under the Credit Agreement.

The Company is required to make mandatory prepayments of the Term Loan as follows:

• The Company must prepay the Term Loan in an aggregate amount equal to 100 % of any Net Cash Proceeds received by the Company or any Subsidiary from a sale, transfer, license, or other disposition of any property of the Company or any subsidiary in excess of $ 0.5 million in any ninety (90) day period.

• The Company is required to prepay the Term Loan with excess cash flow, defined as cash on the balance sheet at quarter-end in excess of $ 20.0 million ("Excess Cash Flow").

We are required to make mandatory prepayments of the Term Loan as follows:

• We must prepay the Term Loan in an aggregate amount equal to 100 % of any Net Cash Proceeds received by the Company or any Subsidiary from a sale, transfer, license, or other disposition of any property of us or any of our subsidiaries in excess of $ 0.5 million in any ninety (90) day period.

• We are required to prepay the Term Loan with excess cash flow, defined as cash on the balance sheet at quarter-end in excess of $ 20.0 million ("Excess Cash Flow").

Excess Cash Flow is used to prepay the Term Loan, at par, and is due within 50 -days of quarter-end.

• If there is a Change of Control (as defined in the Credit Agreement), BH Finance has the option to require the Company to prepay the Term Loan in cash equal to 105 % of the unpaid principal balance, plus accrued and unpaid interest.

The Company may, upon notice to BH Finance, at any time or from time to time, voluntarily prepay the Term Loan in whole or in part, at par, provided that any voluntary prepayment of the Term Loan shall be accompanied by payment of all accrued interest on the amount of principal prepaid to the date of prepayment.

• If there is a Change of Control (as defined in the Credit Agreement), BH Finance has the option to require us to prepay the Term Loan in cash equal to 105 % of the unpaid principal balance, plus accrued and unpaid interest.

We may, upon notice to BH Finance, at any time or from time to time, voluntarily prepay the Term Loan in whole or in part, at par, provided that any voluntary prepayment of the Term Loan shall be accompanied by payment of all accrued interest on the amount of principal prepaid to the date of prepayment.

Pursuant to the terms of the Credit Agreement, our debt does not include a revolver.

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We are in compliance with our debt covenants at September 28, 2025.

We continue to take proactive steps to reduce our cost structure and preserve liquidity.

Recent actions include targeted cost-reduction and cash-management initiatives such as lowering discretionary and capital spending, tightening control of print-related operating costs, and enhancing collection efforts to improve working capital.

We also received temporary lease and interest payment waivers during the second quarter as part of our cyber-

recovery plan.

Management is actively evaluating additional strategic initiatives designed to ensure adequate cash flow and capital resources to support ongoing operations and meet debt obligations.

While there can be no assurance that all initiatives will be implemented as planned, delays or unforeseen challenges in executing these measures could adversely affect our financial position and results of operations.

We lease certain real estate, vehicles, and equipment.

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The depreciable lives of assets and leasehold improvements are limited by the expected lease term unless there is a transfer of title or purchase option reasonably certain of exercise.

We entered into a lease agreement between BH Media, as Landlord, and the Company, as Tenant, providing for the leasing of 68 properties and related fixtures (including production equipment) used in the BH Media Newspaper Business ("BH Lease").

We entered into a lease agreement between BH Media, as Landlord, and we, as Tenant, provide for the leasing of approximately 70 properties and related fixtures (including production equipment) used in the BH Media Newspaper Business ("BH Lease").

The BH Lease commenced on March 16, 2020.

The BH Lease requires the Company to pay annual rent of $ 8.0 million, payable in equal payments, as well as all operating costs relating to the properties (including maintenance, repairs, property taxes and insurance).

The BH Lease requires us to pay annual rent of $ 8.0 million, payable in equal payments, as well as all operating costs relating to the properties (including maintenance, repairs, property taxes and insurance).

Rent payments are subject to a Rent Credit (as defined in the Lease) equal to 8.00 % of the net consideration for any leased real estate sold by BH Media during the term of the lease.

As of September 29, 2024, the Company has earned monthly rent credits of $ 0.3 million, making current annual rent of $ 5.0 million.

During the period ended September 25, 2022, the Company permanently vacated office and distribution space related to 14 leases.

The space was vacated as some of our locations have transitioned to long-term remote working arrangements and space consolidation.

The abandonment of lease space is an indicator of impairment and the Company assessed the lease ROU asset and leasehold improvements for impairment.

Estimates of fair value include Level 3 inputs which are subjective in nature and involve uncertainties and matters of significant judgment and are made at a specific point in time.

During the period ended September 25, 2022, the Company recorded non-cash impairment losses of $ 7.8 million for right-of-use assets, which is recorded on the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income under the line item assets loss (gain) on sales, impairments and other.

As of September 28, 2025, we have earned monthly rent credits of $ 0.3 million, making current annual rent of $ 4.7 million.

Total lease expense consists of the following:

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Present value of lease liabilities 27,041

Our lease contracts are discounted using the incremental borrowing rate for the Company.

We determined the incremental borrowing rate based on a senior secured collateral adjusted yield curve for the Company.

This yield curve reflects the estimated rate that would have been paid by the Company to borrow on a collateralized basis over a similar term in a similar economic environment.

Our lease contracts are discounted using the incremental borrowing rate for us.

We determined the incremental borrowing rate based on our senior secured collateral adjusted yield curve.

This yield curve reflects the

estimated rate that would have been paid by us to borrow on a collateralized basis over a similar term in a similar economic environment.

The weighted average revolving lease terms and discount rates for all of our operating leases were as follows.

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DEFINED BENEFIT PENSION PLAN

During 2022, the Company made several changes to its defined benefit plans.

At the beginning of 2022, the Company was the sponsor of seven single-employer defined benefit plans, two of which were frozen to new participants and future benefits.

As of September 24, 2023, we are the sponsor of one single-employer defined benefit plan, which provide benefits to certain current and former employees of Lee.

During 2022 we notified certain participants in our defined benefit plans of changes to be made to the plans.

The Company froze future benefits and participation for an additional four of the defined benefit plans.

The freeze of future benefits resulted in a non-cash curtailment gain of $ 1.0 million related to the four plans.

In connection with the freeze the Company provided certain benefit enhancements that resulted in an increase to our net pension liability and a decrease to accumulated other comprehensive income of $ 6.1 million.

Additionally, the Company merged the six frozen plans into one fully-funded defined benefit plan, the Lee Enterprises Incorporated Pension Plan ("Plan") effective in the second quarter of fiscal 2022.

During September of 2022, as part of a pension de-risking strategy for the Plan, the Company, executed an agreement pursuant to which it transferred to a third-party insurance company (the "Insurer") $ 85.6 million of the Plan's liabilities in exchange for $ 81.4 million of Plan assets and recorded a non-cash settlement gain of $ 4.2 million in Pension and OPEB related benefit (cost) and other, net.

Collectively, the transactions are known as the "Annuity Purchase"

During the year ended September 29, 2024, the Company offered a voluntary lump sum payment of future benefits to terminated vested participants in the defined benefit pension plan.

We are the sponsor of one single-employer defined benefit plan, which provide benefits to our certain current and former employees.

On October 22, 2025, we notified plan participants that we intend to terminate the Lee Enterprises, Incorporated Pension Plan ("the Plan") on December 28, 2025.

Terminating the plan creates an opportunity for plan participants to receive a one-time lump sum payout.

It also eliminates pension cost uncertainty for us and allows us to focus on our core business.The termination is planned to be accomplished through a combination of lump-sum payouts to eligible participants and the purchase of a group annuity contract from an insurance company, which irrevocably transferred the pension obligation for the remaining participants.

During the year ended September 29, 2024, we offered a voluntary lump sum payment of future benefits to terminated vested participants in the defined benefit pension plan.

The offer was accepted by 522 participants, representing a $ 22.6 million settlement of related pension plan liability.

The Company recognized a non-cash settlement gain of $ 2.4 million, which is reflected within "Curtailment/Settlement gains" on the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income.

In 2024, we recognized a non-cash settlement gain of $ 2.4 million, which is reflected within "Curtailment/Settlement gains" on the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income.

Pension plan assets and liabilities were reduced by $ 22.6 million.

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Accumulated other comprehensive income (before income taxes) 14,683 8,804

Amounts recognized in accumulated other comprehensive income (loss) are as follows:

Amounts recognized in accumulated other comprehensive (loss) income are as follows:

(Thousands of Dollars) September 28

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Interest crediting rate 2.5 2.5

For 2025, the expected long-term return on Plan assets is 5.5 %.

The assumptions related to the expected long-term return on Plan assets are developed through an analysis of historical market returns, current market conditions and composition of Plan assets.

Weighted-average assumptions used to determine net periodic benefit cost are as follows:

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Expected long-term return on plan assets 5.0 5.0 5.0

For 2024, the expected long-term return on Plan assets is 5.0 %.

The assumptions related to the expected long-term return on Plan assets are developed through an analysis of historical market returns, current market conditions and composition of Plan assets.

For the year ended September 29, 2024, the most significant driver of the decrease in benefit obligation was the voluntary lump sum offering.

Additionally, the Plan recognized actuarial losses due to decreases in bond yields that resulted in decreases to the discount rate.

For the year ended September 24, 2023, the most significant driver of the decrease in benefit obligation was the actual return on assets exceeding expected returns and higher actuarial gains experienced by the Plan.

The Plan recognized actuarial gains due to increases in bond yields that resulted in increases to the discount rate.

For the year ended September 28, 2025, the decrease in benefit obligation is primarily driven by an increase in bond yields which increased the discount rate.

For the year ended September 29, 2024, the primary driver of the decrease in benefit obligation was the payout of lump sums to certain terminated vested participants during December 2023.

This was partially offset by an increase in the benefit obligation due to the decrease in discount rate.

The primary objective of our investment strategy is to satisfy our pension obligations at a reasonable cost.

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The weighted-average asset allocation of our pension assets, is as follows:

(Percent) Policy Allocation Policy Allocation Actual Allocation

(Percent) Policy Allocation Actual Allocation

Asset Class September 28

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Fixed Income 100 100 — 95

Equity securities — 25 — 25

Common/collective funds — — 97 —

Debt securities — — — —

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Cash and cash equivalents — 3,261 — —

Fixed income securities 5,043 — 179,042 —

Common/collective funds 181,168 — — —

Hedge fund investments 1,934 — — —

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Cash and cash equivalents — 3,191 — —

Domestic equity securities 2,252 30,885 — —

International equity securities — 7,565 5,644 —

Emerging equity securities — 6,263 — —

Debt securities — 78,740 52,304 —

Fixed income securities 5,043 — 179,042 —

Hedge fund investments 5,931 — — —

There were no purchases, sales or transfers of assets classified as Level 3 in 2025 or 2024.

Pension assets that are excluded from the fair value hierarchy and are measured at net asset value or "NAV", include five investments:

small cap value equity common/collective fund for which fund prices are not publicly available.

This investment was completely liquidated during 2024, the balance was $ 2.3 million as of September 24, 2023.

We can redeem this fund on a monthly basis.

• Global equity long/short common/collective hedge fund-of-funds for which fund prices are established on a monthly basis.

The investment was completely liquidated during 2024, the balance was $ 11.7 million as of September 24, 2023.

We can redeem up to 90 % of our investment in this fund within 90 - 120 days of notice with the remaining distributed following completion of the audit of the Fund's financial statements for the year.

• Global equity long/short common/collective hedge fund-of-funds for which fund prices are established on a monthly basis.

The balance of this investment is $ 5.9 million and $ 12.7 million as of September 29, 2024 and September 24, 2023, respectively.

We can redeem up to 50 % of our investment in this fund twice per year.

• Global long common/collective fund for which funds prices are not publicly available.

The balance of this investment is $ 2.5 million as of September 29, 2024.

Pension assets that are excluded from the fair value hierarchy and are measured at net asset value or "NAV", include eleven investments:

• Return-seeking fixed income common/collective fund which focuses on the high-yielding segment of the fixed income universe.

Prices aren’t publicly available.

While redemptions are monthly, after year end, we submitted a full redemption for its investment, valued at approximately $ 4.2 million as of year end 2025.

• Private real estate common/collective fund that invests in the U.S.

core real estate market for which prices aren’t publicly available.

While redemptions are quarterly,we submitted an order for a full redemption for its investment after year end, valued at approximately $ 4.5 million as of year end 2025.

long duration fixed income common/collective fund for which prices aren’t publicly available.