What changed in this filing

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Item 5. Other Information

2026-02-11 compared with 2025-08-08 · 28 added, 33 removed, 21 unchanged (74% of the section changed)

1 unchanged sentence

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.

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.

While operating impacts from the incident have not been fully realized, the Company estimates the incident impacted revenue by more than $10 million.

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 Incident.

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

Rights Agreement

On March 28, 2024, our Board of Directors adopted a stockholder rights plan (the “Rights Agreement”).

Pursuant to the Rights Agreement, on March 28, 2024, our Board of Directors declared a dividend of one preferred share purchase right (a “Right”), payable on April 8, 2024, for each share of our Common Stock outstanding to the stockholders of record on that date.

Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series C Participating Convertible Preferred Stock, without par value (the “Preferred Shares”), of the Company at a price of $90.00 per one one-thousandth of a Preferred Share represented by a Right, subject to adjustment.

The Rights will initially trade with our Common Stock and will generally become exercisable only if any person or group, other than certain exempt persons, acquires beneficial ownership of 15% or more of our Common Stock outstanding.

In the event the Rights become exercisable, each holder of a Right, other than the triggering person(s), will be entitled to purchase additional shares of our Common Stock at a 50% discount or the Company may exchange each Right held by such holders for one share of our Common Stock.

The Rights Agreement was to continue in effect until March 27, 2025, or unless earlier redeemed or terminated by the Company, as provided in the Rights Agreement.

On March 27, 2025, the Board of Directors extended the termination date of the Rights Agreement to March 27, 2026 The Rights have no voting or dividend privileges, and, unless and until they become exercisable, have no dilutive effect on the earnings of the Company.

The Rights Agreement applies equally to all current and future stockholders and is not intended to deter offers or preclude our Board of Directors from considering acquisition proposals that are fair and otherwise in the best

interest of our stockholders.

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 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 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 losses 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 $2.0 million in business interruption reimbursements that were recorded on their own line in "Operating Expenses".

The remaining business-interruption claims remain under review.

Exhibits marked with an asterisk (*) are incorporated by reference to documents previously filed by us with the SEC, as indicated.

2 unchanged sentences

Number Description

Amended and Restated Certificate of Incorporation of the Company, effective as of January 30, 2012 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 3, 2012).

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, effective as of March 12, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 12, 2021).

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, effective as of February 3, 2026 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 5 , 2026).

Second Amended and Restated By-Laws of the Company, effective as of June 26, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 27, 2019).

Certificate of Elimination, effective as of February 4, 2026 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on February 5, 2026).

Amendment No.

1 to Rights Agreement, dated as of March 26, 2025, between Lee Enterprises, Incorporated and Equiniti Trust Company, LLC, as rights agent (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 26, 2025)

Waiver and Amendment to Credit Agreement among Lee Enterprises, Incorporated, BH Finance LLC, and BH Media Group, Inc.

dated May 1, 2025 (incorporated by reference to Exhibit 10.1 of the company's Current Report on Form 8-K filed on May 5, 2025)

2 to Rights Agreement, dated as of February 4, 2026, by and between the Company and Equiniti Trust Company, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 5 , 2026).

S tock Purchase Agreem ent, dated as of December 30, 202 5, by a nd among the Company, Anchor Invest or and the Other Investors party there to ( i ncorpo rated by reference to Exh i bit 10.1 of the Company's Current Report on Form 8-K filed on December 30, 2025).

Form of Re g istration Rights Agreement ( i ncorporated by reference to Exhibit 10.

2 of the Company's Current Report on Form 8-K filed on December 30, 2025).

E xecutive Retirement and Transition Agreement, dated as of December 30, 2025, by a nd between the Company and Kevin Mowbray ( i ncorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on December 30, 2025).

Second Amendment to Credit A greement, dated as of December 30, 2025 , by and between the Comp any and the Lender ( i ncorporated by reference to Exhibit 10.

5 of the Company's Current Report on Form 8-K filed on December 30, 2025).

Executive Separation and Transition Agreement, dated as of November 21, 2 025 , by and between the Company and Timothy R.

Millage as of November 21 202 5 .

31.1 Rule 13a-14(a) Certification of Chief Executive Officer

11 unchanged sentences

LEE ENTERPRISES, INCORPORATED

/s/ Timothy R.

Millage August 8, 2025

Vice President, Chief Financial Officer and Treasurer

/s/ Joshua P.

February 11, 2026

Vice President, Interim Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

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 5. Other Information