What changed in this filing

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Item 1. Financial Statements

2026-02-11 compared with 2025-08-08 · 246 added, 181 removed, 256 unchanged (63% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

(Thousands of Dollars) June 29,

(Thousands of Dollars) December 28,

2025 September 28,

24 unchanged sentences

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

(Thousands of Dollars and Shares, Except Per Share Data) June 29,

(Thousands of Dollars and Shares, Except Per Share Data) December 28,

2025 September 28,

2 unchanged sentences

Current portion of lease liabilities 7,222 7,301

Current maturities of long-term debt 406 —

Accounts payable 50,280 41,715

16 unchanged sentences

issued and outstanding:

June 29, 2025;

December 28, 2025;

6,244 shares;

16 unchanged sentences

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

Three months ended Nine months ended

(Thousands of Dollars, Except Per Common Share Data) June 29,

2025 June 23,

2024 June 29,

2025 June 23,

Three months ended

(Thousands of Dollars, Except Per Common Share Data) December 28,

2025 December 29,

Operating revenue:

7 unchanged sentences

Other operating expenses 68,814 74,680

Insurance proceeds ( 2,000 ) —

Depreciation and amortization 3,579 6,265

Assets (gain) loss on sales, impairments and other, net ( 1,562 ) ( 1,421 ) ( 2,365 ) 4,727

Assets gain on sales, impairments and other, net ( 3 ) ( 929 )

Restructuring costs and other 3,148 5,150

1 unchanged sentence

Equity in earnings of associated companies 1,080 1,122

Operating (loss) income 4,662 4,925 ( 3,193 ) 8,206

Operating income (loss) 5,208 ( 3,352 )

Non-operating (expense) income:

Interest expense ( 10,248 ) ( 10,282 )

Pension and OPEB related benefit and other, net 1,050 617 2,362 1,096

Curtailment/Settlement gains — — — 3,593

Pension and other post employment benefits ("OPEB") related and other, net 845 653

Total non-operating expense, net ( 9,403 ) ( 9,629 )

Loss before income taxes ( 4,195 ) ( 12,981 )

Income tax benefit ( 2,744 ) ( 849 ) ( 1,281 ) ( 3,438 )

Income tax expense 931 3,243

Net loss ( 5,126 ) ( 16,224 )

7 unchanged sentences

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

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

(Thousands of Dollars) Accumulated

12 unchanged sentences

December 28, 2025 ( 335,545 ) 62 264,067 22,674 2,302 ( 46,440 )

Loss attributable to Lee Enterprises, Incorporated ( 12,511 ) — — — 496 ( 12,015 )

Stock compensation — — 358 — — 358

Other comprehensive loss — — — ( 152 ) — ( 152 )

Deferred income taxes, net — — — 37 — 37

Distributions to minority owners — — — — ( 149 ) ( 149 )

March 30, 2025 ( 321,600 ) 62 262,927 19,690 2,823 ( 36,098 )

Shares issued (redeemed) — 1 ( 84 ) — — ( 83 )

Loss attributable to Lee Enterprises, Incorporated ( 1,920 ) — — — 244 ( 1,676 )

Stock compensation — — 540 — — 540

Other comprehensive loss — — — ( 151 ) ( 151 )

Deferred income taxes, net — — — 36 36

Distributions to minority owners — — — — ( 765 ) ( 765 )

June 29, 2025 ( 323,520 ) 63 263,383 19,575 2,302 ( 38,197 )

(Thousands of Dollars) Accumulated

6 unchanged sentences

Shares redeemed — — ( 331 ) — — ( 331 )

Income attributable to Lee Enterprises, Incorporated 688 — — — 545 1,233

Stock compensation — — 214 — — 214

Other comprehensive loss — — — ( 2,286 ) — ( 2,286 )

Deferred income taxes, net — — — ( 28 ) — ( 28 )

Distributions to minority owners — — — — ( 553 ) ( 553 )

December 24, 2023 ( 265,808 ) 61 260,950 24,529 2,458 22,190

Loss attributable to Lee Enterprises, Incorporated ( 16,748 ) — — — 524 ( 16,224 )

3 unchanged sentences

Distributions to minority owners — — — — ( 603 ) ( 603 )

March 24, 2024 ( 277,987 ) 61 261,451 24,381 2,515 10,421

Shares issued (redeemed) — 1 — — — 1

Income attributable to Lee Enterprises, Incorporated ( 4,266 ) — — — 575 ( 3,691 )

Stock compensation — — 474 — — 474

Other comprehensive income — — — ( 191 ) — ( 191 )

Deferred income taxes, net — — — 44 — 44

Distributions to minority owners — — — — ( 566 ) ( 566 )

June 23, 2024 ( 282,253 ) 62 261,925 24,234 2,524 6,492

December 29, 2024 ( 309,089 ) 62 262,569 19,805 2,476 ( 24,177 )

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine months ended

(Thousands of Dollars) June 29,

2025 June 23,

Three months ended

(Thousands of Dollars) December 28,

2025 December 29,

Cash (required for) provided by operating activities:

Net loss ( 5,126 ) ( 16,224 )

Adjustments to reconcile net loss to net cash provided by operating activities:

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

Depreciation and amortization 3,579 6,265

Bad debt expense 2,585 3,474

Curtailment/Settlement gain — ( 3,593 )

Stock compensation expense 328 430

Assets (gain) loss on sales, impairments and other, net ( 2,365 ) 4,727

Assets gain on sales, impairments and other, net ( 3 ) ( 929 )

Earnings, net of distributions, deemed returns on investment of TNI and MNI ( 6 ) 228

Non-cash interest 10,118 —

Deferred income taxes ( 15 ) ( 131 )

Return of letters of credit collateral — 894

Other, net ( 530 ) ( 603 )

Changes in operating assets and liabilities:

Increase in receivables ( 7,628 ) ( 1,946 )

Decrease in inventories and other 419 1,069

Increase (decrease) in accounts payable and other accrued liabilities 7,749 ( 12,786 )

Decrease (increase) in receivables 921 ( 2,682 )

Decrease (increase) in inventories and other 463 ( 406 )

Increase in accounts payable, unearned revenue, other accrued liabilities and other working capital items 4,469 4,197

Decrease in pension and other postretirement and postemployment benefit obligations ( 1,087 ) ( 893 )

2 unchanged sentences

Net cash provided by (required for) operating activities 4,471 ( 7,337 )

Cash provided by investing activities:

Cash provided by (required for) investing activities:

Purchases of property and equipment ( 758 ) ( 1,553 )

Proceeds from sales of assets 3 5,414

Other, net — ( 21 )

Net cash provided by investing activities 5,134 514

Net cash (required for) provided by investing activities ( 755 ) 3,861

Cash required for financing activities:

Principal payments on long-term debt ( 1,372 ) ( 3,015 )

Deferred offering costs ( 1,080 ) —

Net cash required for financing activities ( 1,080 ) —

8 unchanged sentences

The accompanying unaudited interim Consolidated Financial Statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for quarterly reports.

In the opinion of management, these financial statements contain all adjustments (consisting of only normal recurring items) necessary to present fairly the financial position of Lee Enterprises, Incorporated and its subsidiaries (the “Company”) as of June 29, 2025, and our results of operations and cash flows for the periods presented.

In the opinion of management, these financial statements contain all adjustments (consisting of only normal recurring items) necessary to present fairly the financial position of Lee Enterprises, Incorporated and its subsidiaries (the “Company”) as of December 28, 2025, and our results of operations and cash flows for the periods presented.

The Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in the Company's 2025 Annual Report on Form 10-K.

The Company's fiscal year ends on the last Sunday in September.

Our fiscal year ends on the last Sunday in September.

Fiscal year 2026 ends September 27, 2026, and fiscal year 2025 ended September 28, 2025.

Fiscal year 2025 includes 52 weeks of operations and 2024 included 53 weeks of operations.

Because of seasonal and other factors, the results of operations for the three and nine months ended June 29, 2025, are not necessarily indicative of the results to be expected for the full year.

Fiscal year 2026 and 2025 includes 52 weeks of operations.

Because of seasonal and other factors, the results of operations for the three months ended December 28, 2025, are not necessarily indicative of the results to be expected for the full year.

The Consolidated Financial Statements include our accounts and those of our wholly owned subsidiaries, as well as our 82.5 % interest in INN Partners, L.C.

2 unchanged sentences

("MNI") are accounted for using the equity method and are reported at cost, plus our share of undistributed earnings since acquisition less, for TNI, amortization of intangible assets.

Cybersecurity Incident

On February 3, 2025, the Company experienced a systems outage caused by a cybersecurity attack by threat actors who unlawfully accessed the Company's network, encrypted critical applications, and exfiltrated certain files (the "Cyber Incident").

Upon discovery, the Company promptly activated its incident response plan, engaging both internal teams and third-party cybersecurity experts.

Following the containment of the initial threat and as a result of a subsequent, comprehensive review with a third-party vendor, the Company determined certain files may have been accessed or acquired on February 1, 2025, including customers' and subscribers personal information.

The Company reported the Incident to relevant law enforcement and will cooperate with any resulting investigation or efforts to hold the perpetrators accountable.

In addition, through a data breach and recovery services vendor, the Company is offering identity theft protection services to those customers and subscribers potentially involved in the data breach.

See Footnote 9.

During the three months ended June 29, 2025, the Company incurred $ 1.2 million of expenses related to the Cyber Incident.

During the nine months ended June 29, 2025, the Company incurred $ 3.1 million of expenses related to the Cyber Incident.

These expenses are recognized in "Restructuring and Other" in the Consolidated Statements of Loss and Comprehensive Loss.

The Cyber Incident remains under legal and forensic investigation, including evaluation of the extent and potential risk related to unauthorized access to sensitive data.

The incident continues to have a significant negative impact on the Company's 2025 operating results.

Various revenue lines were impacted, certain operating expenses are trending higher than they were prior to the incident, and many projects underway were significantly delayed.

The Company maintains cyber insurance coverage to limit its exposure to losses such as those related to the Cyber Incident, subject to a $ 500,000 deductible.

Coverage includes, among other things, the cost of recovery and restoration as well as business interruption.

The Company has submitted claims to its insurers for reimbursement of certain costs, expenses, and losses stemming from the Cyber

To date, $ 707,000 reimbursements have been received, however the claims processing is ongoing as of the date of this filing.

New accounting pronouncements not yet adopted

In December 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-11 which focuses on various interim reporting improvements.

The ASU is effective for interim periods within fiscal years beginning after December 15, 2027.

We are still evaluating the guidance but we do not expect it will fundamentally change our interim reporting.

In December 2025, the Financial Accounting Standards Board FASB issued ASU 2025-12 which the FASB's "Codification Improvements" update, making various technical corrections and clarifications to existing United States Generally Accepted Accounting Principles ("GAAP"), improving consistency and usability for preparers by refining guidance and making standards easier to apply.

The ASU is effective for annual periods beginning after December 15, 2026.

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

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.

We are currently evaluating the 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 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.

This 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.

The following table presents our revenue disaggregated by source:

Three months Ended Nine months ended

(Thousands of Dollars) June 29,

2025 June 23,

2024 June 29,

2025 June 23,

Three months Ended

(Thousands of Dollars) December 28,

2025 December 29,

Operating revenue:

Print advertising revenue 17,191 19,861

Digital advertising revenue 49,097 49,903 139,766 141,747

Digital advertising and marketing services revenue 42,795 46,729

Advertising and marketing services revenue 59,986 66,590

7 unchanged sentences

Recognition principles

Revenue is recognized when a performance obligation is satisfied by the transfer of control of the contracted goods or services to our customers, in an amount that reflects the consideration we expect to receive in exchange for those goods or services.

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.

Advertising and marketing services revenue

Print advertising revenue includes amounts charged to customers for retail, national, or classified advertising space purchased in our newspapers, advertising marketing services and other print advertising products such as preprint inserts and direct mail.

Digital advertising revenue includes amounts for advertisements placed on our digital platforms, amounts charged to customers for digital marketing services which include:

audience extension, search

engine optimization, search engine marketing, web and mobile production, social media services and reputation monitoring and management.

Payments for print and digital advertising revenue are due upon completion of our performance obligations at previously agreed upon rates.

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.

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

Subscription revenue

Print subscription revenue results from the sale of print editions of newspapers to individual subscribers and to sales outlets that resell the newspapers.

Print subscriptions include full access to all forms of content provided.

Single copy revenue is also included in subscription revenue.

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 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, 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

Other revenue primarily consists of digital services, commercial printing and delivery of third party products.

Digital services revenues, which are primarily delivered through BLOX Digital, are primarily comprised of contractual agreements to provide web hosting and content management services.

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.

Commercial printing and delivery revenue is recognized when the product is delivered to the customer or to the third party's subscriber.

Contract Liabilities

The Company’s primary source of contract liabilities is unearned revenue 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.

Revenue recognized in the nine months ended June 29, 2025, that was included in the contract liability as of September 29, 2024, was $ 28.2 million.

Accounts receivable, excluding allowance for credit losses was $ 62.1 million and $ 67.2 million as of June 29, 2025, and September 29, 2024 , respectively.

Allowance for credit losses was $ 5.0 million and $ 6.5 million as of June 29, 2025, and September 29, 2024 , respectively.

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.

Revenue recognized in the three months ended December 28, 2025, that was included in the contract liability as of September 28, 2025, was $ 16.4 million.

Accounts receivable, excluding allowance for credit losses, was $ 55.2 million and $ 59.4 million as of December 28, 2025, and September 28, 2025 , respectively.

Allowance for credit losses was $ 4.1 million and $ 4.8 million as of December 28, 2025, and September 28, 2025 , respectively.

Valuation and qualifying account information related to the allowance for credit losses related to continuing operations is as follows:

(Thousands of Dollars) June 29,

(Thousands of Dollars) December 28,

2025 September 28,

3 unchanged sentences

Balance, end of period 4,086 4,827

Practical expedients

Sales commissions are expensed as incurred as the associated contractual periods are one year or less.

These costs are recorded within "Compensation" on the Consolidated Statements of Loss and

Comprehensive Loss.

Most of our contracts have original expected lengths of one year or less and revenue is earned at a rate and amount that corresponds directly with the value to the customer.

These costs are recorded within "Compensation" on our Consolidated Statements of Loss and Comprehensive Loss.

The vast majority of our contracts have original expected lengths of one year or less and revenue is earned at a rate and amount that corresponds directly with the value to the customer.

3 INVESTMENTS IN ASSOCIATED COMPANIES

In Tucson, Arizona, TNI, acting as agent for our subsidiary, Star Publishing Company (“Star Publishing”), and Gannett Co., Inc.'s subsidiary Citizen Publishing Company (“Citizen”), is responsible for printing, delivery, advertising, and subscription activities of the Arizona Daily Star as well as the related digital platforms and specialty publications.

TNI collects all receipts and income and pays substantially all operating expenses incident to the partnership's operations and publication of the newspaper and other media.

TNI collects all receipts and income and pays substantially all operating expenses incidental to the partnership's operations and publication of the newspaper and other media.

Income or loss of TNI (before income taxes) is allocated equally to Star Publishing and Citizen.

Summarized results of TNI are as follows:

Three months ended Nine months ended

(Thousands of Dollars) June 29,

2025 June 23,

2024 June 29,

2025 June 23,

Three months ended

(Thousands of Dollars) December 28,

2025 December 29,

Operating revenue 4,814 6,533

3 unchanged sentences

Equity in earnings of TNI 630 625

TNI makes periodic distributions of its earnings and for the three months ended June 29, 2025, and June 23, 2024, we received $ 0.7 million and $ 0.6 million in distributions, respectively.

In the nine months ended June 29, 2025 and June 23, 2024, we received $ 2.4 million and $ 2.7 million in distributions, respectively.

TNI makes periodic distributions of its earnings and for the three months ended December 28, 2025, and December 29, 2024, we received $ 0.5 million and $ 0.5 million in distributions, respectively.

Madison Newspapers, Inc.

3 unchanged sentences

Summarized results of MNI are as follows:

Three months ended Nine months ended

(Thousands of Dollars) June 29,

2025 June 23,

2024 June 29,

2025 June 23,

Three months ended

(Thousands of Dollars) December 28,

2025 December 29,

Operating revenue 9,470 9,759

5 unchanged sentences

Equity in earnings of MNI 450 497

MNI makes periodic distributions of its earnings and in the three months ended June 29, 2025 and June 23, 2024, we received zero and $ 0.4 million in distributions, respectively.

In the nine months ended June 29, 2025 and June 23, 2024, we received distributions of $ 0.9 million and $ 1.0 million, respectively.

MNI makes periodic distributions of its earnings and in the three months ended December 28, 2025, and December 29, 2024, we received $ 0.4 million and $ 0.9 million in distributions, respectively.

4 GOODWILL AND OTHER INTANGIBLE ASSETS

All of our goodwill is attributed to a single reporting unit.

Goodwill and identified intangible assets consist of the following:

(Thousands of Dollars) June 29,

(Thousands of Dollars) December 28,

2025 September 28,

9 unchanged sentences

Total intangibles, net 374,007 375,784

The weighted average amortization period for amortizable assets is approximately ten years .

During the nine months ended June 29, 2025, the Company sold non-core operations.

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

The Company has debt consisting of a single 25 -year term loan with BH Finance LLC, with an aggregate principal balance of $ 455.9 million at a 9 % annual fixed rate and maturing on March 16, 2045 (referred to herein as “Credit Agreement” and “Term Loan”).

On June 29, 2025, the fair value was $ 375.6 million, representing a Level 2 fair value measurement, which are fair values estimated using significant other observable inputs.

During the nine months ended June 29, 2025, Net Cash Proceeds, as defined in our Credit Agreement, from asset sales totaled $ 6.5 million.

The Company made $ 1.4 million principal debt payments as a result of non-core asset sales, and the remaining net cash proceeds remain payable to BH Finance.

Future payments are contingent on the Company's ability to generate future excess cash flow, as defined in the Credit Agreement.

As of June 29, 2025, there was no excess cash flow payment due.

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

waived the lease payment due March 1, 2025.

A similar waiver was provided for payments due in April and May 2025.

As of June 29, 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.

The weighted average amortization period for amortizable assets is approximately nine years .

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

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.

We have debt consisting of a single 25 -year term loan with BH Finance LLC, with an aggregate principal balance of $ 455.5 million at a 9 % annual fixed rate and maturing on March 16, 2045 (referred to herein as “Credit Agreement” and “Term Loan”).

On December 28, 2025, the fair value was $ 387.9 million, representing a Level 2 fair value measurement, which are fair values estimated using significant other observable inputs.

During the three months ended December 28, 2025, we had no Net Cash Proceeds, as defined in our Credit Agreement, from asset sales and did not make any principal debt payments as a result of non-core asset sales.

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

As of December 28, 2025, there was no Excess Cash payment due as we did not generate the defined level of excess cash flow.

In February 2025, in an effort to provide short-term liquidity to fund the Cyber Incident's remediation efforts and other operations, 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 was 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 the Company to prepay the loan in an aggregate amount equal to 100 % of net cash proceeds received by the Company or its subsidiaries within three days following the receipt of such net cash proceeds and allowing BH Finance to assign its rights and obligations under the Credit Agreement to any person other than a natural person.

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.

See Note 12 for changes to our Credit Agreement related to a Subsequent Event.

7 PENSION, POSTRETIREMENT AND POSTEMPLOYMENT DEFINED BENEFIT PLANS

We have one defined benefit pension plan that covers certain employees, including plans established under collective bargaining agreements.

We are the sponsor of one single-employer defined benefit pension plan, the Lee Enterprises, Incorporated Pension Plan ("the Plan").

As previously announced to participants on October 22, 2025, we are executing a strategic termination of our fully funded benefit pension Plan, eliminating the long-term volatility tied to interest rate movement, mortality assumptions and asset performance, while preserving participant benefits and improving balance sheet flexibility.

We terminated the Plan on December 28, 2025 and submitted a request for a determination of the Plan's qualified status to the United States Internal Revenue Service.

We expect to complete the termination process, including payout, in late 2026.

Additionally, we provide retiree medical and life insurance benefits under postretirement plans at several of our operating locations.

Through June 29, 2025, our liability and related expense for benefits under the plans are recorded over the service period of employees based upon annual actuarial calculations.

Through December 28, 2025, our liability and related expense for benefits under the plans are recorded over the service period of employees based upon annual actuarial calculations.

The net periodic pension and postretirement cost (benefit) components for our plans are as follows:

PENSION PLANS Three months ended Nine months ended

(Thousands of Dollars) June 29,

2025 June 23,

2024 June 29,

2025 June 23,

PENSION PLAN Three months ended

(Thousands of Dollars) December 28,

2025 December 29,

Service cost for benefits earned during the period 1 1

1 unchanged sentence

Expected return on plan assets ( 2,467 ) ( 2,319 )

Amortization of net (gain) loss — ( 1 ) — ( 4 )

Amortization of prior service benefit 212 212

Settlement gain — — — ( 2,409 )

Net periodic pension (benefit) cost ( 72 ) 155 ( 214 ) ( 1,826 )

POSTRETIREMENT MEDICAL PLANS Three months ended Nine months ended

(Thousands of Dollars) June 29,

2025 June 23,

2024 June 29,

2025 June 23,

Net periodic pension benefit ( 277 ) ( 72 )

POSTRETIREMENT MEDICAL PLANS Three months ended

(Thousands of Dollars) December 28,

2025 December 29,

Service cost for benefits earned during the period — 1

3 unchanged sentences

Amortization of prior service benefit ( 71 ) ( 71 )

Curtailment gain — — — ( 1,184 )

Net periodic postretirement benefit ( 624 ) ( 664 )

In the nine months ended June 29, 2025 and June 23, 2024, we made no contributions to our pension plans.

In the three months ended December 28, 2025 and December 29, 2024, we made no contributions to our pension plans.

W e have no required contributions to our pension plans for 2026.

During the nine months ended June 23, 2024, the Company 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 and Comprehensive Loss.

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

Multiemployer Pension Plans

In prior periods, the Company effectuated withdrawals from several multiemployer plans.

As of June 29, 2025 and September 29, 2024, we had $ 22.7 million and $ 23.6 million of accrued withdrawal liabilities.

The liabilities reflect the estimated value of payments to the fund, payable over 20 -years.

Multi-employer Pension Plans

In prior periods, we completed withdrawals from several multi-employer plans.

As of December 28, 2025 and September 28, 2025, we had $ 22.0 million and $ 22.4 million of accrued withdrawal liabilities.

The liabilities reflect the estimated value of payments to the funds, payable over 20 years.

8 INCOME TAXES

We recorded an income tax benefit of $ 2.7 million related to loss before taxes of $ 4.4 million for the three months ended June 29, 2025, and an income tax benefit of $ 1.3 million related to loss before income taxes of $ 31.2 million for the nine months ended June 29, 2025.

We recorded an income tax benefit of $ 0.8 million related to loss before taxes of $ 4.5 million for the three months ended June 23, 2024, and an income tax benefit of $ 3.4 million related to a loss before income taxes of $ 17.5 million for the nine months ended June 23, 2024.

The effective income tax rate for the three and nine months ended June 29, 2025, was 61.4 % and 4.2 %, respectively.

The effective income tax rate for the three and nine months ended June 23, 2024, were 18.7 % and 19.6 %, respectively.

We recorded an income tax expense of $ 0.9 million related to loss before taxes of $ 4.2 million for the three months ended December 28, 2025.

We recorded an income tax expense of $ 3.2 million related to loss before taxes of $ 13.0 million for the three months ended December 29, 2024.

The effective income tax rate for the three months ended December 28, 2025, was ( 21.4 )% .

The effective income tax rate for the three months ended December 29, 2024, was ( 25.0 )%.

The primary differences between these rates and the U.S.

federal statutory rate of 21% are because of state taxes, non-deductible expenses, increase in valuation allowance, and adjustments to reserves for uncertain tax positions, including any related interest.

We file a consolidated federal tax return, as well as combined and separate tax returns in approximately 27 state and local jurisdictions.

We do not currently have any federal or material state income tax examinations in progress.

Our income tax returns have generally been audited or closed to audit through 2016.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA").

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation.

We are currently evaluating the impact of the OBBBA and expect the results of such evaluation to be reflected in our Annual Report on Form 10K for the year ended September 28, 2025.

We are evaluating the income tax impacts of the private placement financing and Second Amendment to the Credit Agreement as related to the subsequent events disclosed in Note 12.

9 LOSS PER COMMON SHARE

The following table sets forth the computation of basic and diluted earnings per common share:

Three months ended Nine months ended

(Thousands of Dollars and Shares, Except Per Share Data) June 29,

2025 June 23,

2024 June 29,

2025 June 23,

Three months ended

(Thousands of Dollars and Shares, Except Per Share Data) December 28,

2025 December 29,

Loss attributable to Lee Enterprises, Incorporated:

8 unchanged sentences

Diluted ( 0.92 ) ( 2.80 )

For the three months ended June 29, 2025 and June 23, 2024, no shares were considered in the computation of diluted earnings per common share because the Company recorded net losses.

For the nine months ended June 29, 2025 and June 23, 2024, no shares were considered in the computation of diluted earnings per common share because the Company recorded net losses.

For the three months ended December 28, 2025 and December 29, 2024, no shares were considered in the computation of diluted earnings per common share because we recorded net losses.

Rights Agreement

9 unchanged sentences

However, the overall effect of the Rights Agreement may render it more difficult or discourage a merger, tender offer, or other business combination involving us that is not supported by our Board of Directors.

On February 4, 2026, in connection with the closing of the private placement, the Board of Directors amended the termination date of the Rights Agreement to February 4, 2026 causing each Right to expire and to be extinguished and for the Rights Agreement to be terminated.

See Note 12 for additional information related to the private placement.

10 CYBERSECURITY INCIDENT

On February 3, 2025, we experienced a cybersecurity incident that disrupted certain IT systems and resulted in unauthorized access to certain files (the “Cyber Incident”).

We activated our incident-response plan, engaged third-party cybersecurity experts, notified law enforcement, and offered identity-protection services to affected customers and subscribers.

The Cyber Incident adversely affected fiscal 2025 operating results;

however, the incremental impact on revenues and certain operating expenses is not reasonably separable from other business factors.

The incident remains under legal and forensic review, and we continue to implement security enhancements.

Since the incident occurred, we have incurred $ 10.5 million loss of cash flows related to the Cyber Incident.

Approximately $ 3.7 million of this was incurred expenses, which were recognized in "Restructuring and Other" in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income during the year ended September 28, 2025.

We have filed insurance claims for the remaining $ 6.8 million to cover business interruption related and other expenses.

We maintain cyber insurance with a $ 0.5 million deductible.

For the year ended September 28, 2025, we had submitted $ 10.0 million of claims and received $ 2.0 million of reimbursements, which are presented as a reduction of related costs within “Restructuring and other.” For the three months ended December 28, 2025, we received an additional $ 2.0 million in business interruption reimbursements that were recorded on a separate line within "Operating Expenses".

The remaining business-interruption claims remain under review.

11 COMMITMENTS AND CONTINGENT LIABILITIES

2 unchanged sentences

Insurance coverage mitigates potential loss for certain of these matters.

While we are unable to predict the

ultimate outcome of these legal actions, it is our opinion that the disposition of these matters will not have a material adverse effect on our Consolidated Financial Statements, taken as a whole.

Video Privacy Protection Act Litigation and Settlement.

Company was named as a defendant by a group of Plaintiffs acting on behalf of a proposed class of digital subscribers in a lawsuit in 2022.

The lawsuit alleged that the Company violated the Video Privacy Protection Act (“VPPA”) by using pixels to track subscribers’ video viewing activity on Company websites and sharing it with Meta without consent.

The Company has agreed to a preliminary settlement with the Plaintiffs for $ 9.5 million, subject to required court approval.

The entire settlement amount will be paid by the Company’s insurance carriers.

The settlement liability and insurance receivable are recorded within “Compensation and other accrued liabilities” and “Prepaids and other” on the Consolidated Balance Sheets as of June 29, 2025 and September 29, 2024, respectively .

Cybersecurity Incident Litigation.

As previously disclosed, the Company experienced a cybersecurity incident during the second quarter of 2025, which involved unauthorized access to certain systems and data.

Following public disclosure of the incident, the Company was named as a defendant in several putative class action lawsuits filed in or around June 2025, in the United States District Court for the Southern District of Iowa on behalf of all individuals affected by the cybersecurity incident, including those who received notice of the incident.

These lawsuits generally allege, among other things, that the Company failed to adequately protect personal or sensitive information and seek unspecified damages and other relief.

The Company is vigorously defending against these claims.

Given the early stage of these proceedings, the outcome of these matters is uncertain, and the Company is unable to estimate a possible loss or range of loss at this time.

The Company maintains cyber liability and other applicable insurance coverage and believes that any potential losses associated with these claims, if adverse outcomes were to occur, would be covered, subject to applicable deductibles and policy limits.

While we are unable to predict the ultimate outcome of these legal actions, it is our opinion that the disposition of these matters will not have a material adverse effect on our Consolidated Financial Statements, taken as a whole.

Stoudemire et al.

Lee Enterprises, Incorporated (Video Privacy Claim) .

On December 19, 2022, named Plaintiffs filed a Complaint in the U.S.

District Court for the Southern District of Iowa alleging our news websites violate the Video Privacy Protection Act by disclosing to third parties certain data about users’ video-watching habits.

In particular, the Complaint alleged the websites use Facebook Pixel, a technology that allegedly links a user’s Facebook profile to videos the user watches on our website.

The claimants are asserting class action claims and allege statutory damages of $ 2,500 per class member, punitive damages, and attorneys’ fees.

In July 2023, the Court denied our Motion to Dismiss.

This claim was submitted for coverage under the our media insurance policy.

The parties successfully mediated the case on November 5, 2024, and the court granted final approval of the class action settlement on August 14, 2025.

The entire $ 9.5 million settlement amount was paid by our insurance carriers in October 2025.

Lee Enterprises.

Incorporated (Cyber Incident) .

On June 12, 2025, Sarah Fetes filed a Complaint in the U.S.

District Court for the Southern District of Iowa alleging claims arising out of a February 2025 cybersecurity incident, during which a third-party threat actor potentially accessed personal information of past and present Company employees existing on Company systems.

Fetes and five additional named Plaintiffs filed a Consolidated Complaint on August 11, 2025.

Plaintiffs allege that we failed to properly secure and safeguard personally identifiable information collected as part of our regular business practices.

Plaintiffs sought damages for invasion of privacy and misuse of the compromised data, on behalf of themselves and a class consisting of approximately 39,700 individuals who received data breach notifications.

This claim was submitted for coverage under our media insurance policy.

The parties have reached a tentative settlement, all of which will be paid by our insurance carriers, in an amount that will be publicly disclosed through the court process.

The settlement is subject to required court approval and open to objection by class members.

We anticipate final approval of the settlement by August 2026.

The probable settlement liability and insurance receivable are recorded within “Compensation and other accrued liabilities” and “Prepaids and other” on the Consolidated Balance Sheets as of December 28, 2025.

Lineup Systems Corporation v.

Lee Enterprises, Incorporated .

In July 2025, Lineup filed suit against us for breach of contract, breach of the covenant of good faith and fair dealing, and quantum meruit arising from the contract between Lee and Lineup for the purchase and installation of software.

The suit claims $ 7.0 million in damages for failure to pay owed amounts, attorneys fees and interest.

We filed a counter claim alleging breach of contract and fraudulent inducement.

Trial has been set for October 18, 2027.

Lineup filed a Motion for Judgment on the Pleadings for various counts and oral arguments were heard by the Court on the Motion for Judgment on the Pleadings on January 16, 2026.

The Court is expected to rule in the next 90 days.

Discovery is ongoing in this case and the outcome is uncertain at this time.

12 SUBSEQUENT EVENTS

PRIVATE PLACEMENT FINANCING AND RELATED AGREEMENTS

On February 5, 2026, we issued an aggregate of 16,000,000 shares of Common Stock, consisting of 15,384,615 shares of Common Stock to certain investors and 615,385 shares of Common Stock to service providers as reimbursement for certain expenses incurred by certain investors, at a price of $ 3.25 per share in a private placement pursuant to the private placement agreement by and among the Company and the investors.

The aggregate gross proceeds from the private placement were approximately $ 50.0 million before deducting offering expenses.

We expect to use the net proceeds for working capital and for other general corporate purposes.

The investors have also agreed to a lock-up with respect to the shares for a period of 180 days and standstill period of twelve months , subject to certain exceptions.

With respect to the standstill, certain investors are each able to purchase up to 600,000 shares of Common Stock during the standstill period.

Further, in connection with the closing of the private placement, we amended our Certificate of Incorporation, increasing the number of authorized shares from 12,000,000 to 40,000,000 .

Registration Rights Agreement

We entered into a registration rights agreement pursuant to which we will agree to provide certain customary registration rights, including the registration of the Shares for resale.

We are required to use commercially reasonable efforts to file a registration statement with the Securities and Exchange Commission covering the resale by the investors of their shares within 60 days following the closing.

President and Chief Executive Officer Transition

In connection with the closing of the private placement agreement, Kevin Mowbray, our President and Chief Executive Officer, entered into an agreement to voluntarily retire from his positions at the Company and its subsidiaries and affiliates.

Pursuant to this agreement, we have agreed to pay (i) a severance payment to Mr.

Mowbray of $ 1,500,000 payable in thirty-six installments and (ii) COBRA medical premiums for a period of 18 months for Mr.

Mowbray and his spouse.

In addition, Mr.

Mowbray agreed to provide consultation, advice and assistance in the transition and operation of the Company’s business as reasonably requested by the Company through May 31, 2026.

In connection with the closing and the planned retirement of the Chief Executive Officer, Nathan Bekke, our current Chief Operating Officer, assumed the role of Interim Chief Executive Officer.

Vice President, Chief Financial Officer Transition

On November 17, 2025, Timothy R.

Millage, Vice President, Chief Financial Officer informed us of his decision to resign from his positions with us to pursue an opportunity in church ministry.

His resignation became effective February 3, 2026, and he has agreed to provide consulting services to the Company through May 31, 2026.

In connection with Mr.

Millage’s resignation, we 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 3, 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.

We have initiated a search process to identify a new Chief Financial Officer.

Rinehults, our current Vice President of Operations and Finance, has been appointed as Vice President, Interim Chief Financial Officer, and Treasurer, effective as of February 3, 2026.

New Board Chairman

In connection with the closing of the private placement agreement, David Hoffmann was appointed to our board of directors for a term ending at our 2028 annual meeting.

Additionally, pursuant to our second amended and restated bylaws, the board of directors appointed Mr.

Hoffmann as Chairman, replacing Mary E.

Junck, who previously served in the role.

Junck is expected to remain a director on the Company’s board through the expiration of her term at the Company’s 2028 annual meeting.

Credit Agreement Amendment

Additionally, concurrently with the execution of the private placement agreement, we entered into the Second Amendment to Credit Agreement.

The amendments became operative concurrently with the closing of the private placement agreement.

The amendments include, among other things, a reduction of the applicable margin on our 25-year term loan from 9.00 % to 5.00 % for a period of five years following the closing and amending the definition of “Excess Cash Flow” such that the minimum amount of cash-on hand held by us before being deemed Excess Cash Flow would be equal to $ 64.0 million for a five year period following the closing.

Rights Agreement Amendment

On February 4, 2026, in connection with the closing of the private placement agreement, the Board of Directors amended the termination date of the Rights Agreement to February 4, 2026, causing each Right to expire and to be extinguished and for the Rights Agreement to be terminated.

Financing costs

Costs related to the transaction are approximately $ 4.7 million and will offset the financing proceeds in "Additional Paid-in Capital" on the Consolidated Balance Sheets once the private placement is completed.

$ 1.1 million in costs were paid by December 28, 2025 and are recorded as "Deferred Offering Costs" in the financing activity section of our Consolidated Statement of Cash Flows.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements