Item 1. Financial Statements
Item 1. Financial Statements
LEE ENTERPRISES, INCORPORATED
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Thousands of Dollars) March 29,
2026 September 28,
2025
ASSETS
Current assets:
Cash and cash equivalents 53,275 9,989
Accounts receivable, net 45,574 54,613
Inventories 5,184 4,696
Prepaid and other current assets 8,444 20,145
Total current assets 112,477 89,443
Investments:
Associated companies 27,336 27,070
Other 6,159 6,118
Total investments 33,495 33,188
Property and equipment:
Land and improvements 5,746 5,782
Buildings and improvements 64,644 64,880
Equipment 189,480 191,594
Construction in process 2,834 5,530
262,704 267,786
Less accumulated depreciation 229,503 232,225
Property and equipment, net 33,201 35,561
Operating lease right-of-use assets 21,265 25,155
Goodwill 323,858 323,858
Other intangible assets, net 48,378 51,926
Pension plan assets, net 11,789 10,828
Medical plan assets, net 23,216 22,407
Other 10,959 9,363
Total assets 618,638 601,729
The accompanying Notes are an integral part of the Consolidated Financial Statements.
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(Unaudited)
(Thousands of Dollars and Shares, Except Per Share Data) March 29,
2026 September 28,
2025
LIABILITIES AND EQUITY
Current liabilities:
Current portion of lease liabilities 6,874 7,301
Accounts payable 40,882 41,715
Compensation and other accrued liabilities 25,013 37,862
Unearned revenue 25,586 26,478
Total current liabilities 98,355 113,356
Long-term debt, net of current maturities 455,469 455,469
Operating lease liabilities 15,151 18,810
Pension obligations 478 508
Postretirement and postemployment benefit obligations 5,045 5,103
Deferred income taxes 22,398 22,477
Income taxes payable 3,271 3,161
Withdrawal liabilities and other 21,635 23,804
Total liabilities 621,802 642,688
Equity:
Stockholders' equity (deficit):
Serial convertible preferred stock, no par value; authorized 500 shares; none issued
— —
Common Stock, $ 0.01 par value; authorized 40,000 shares; issued and outstanding:
64 63
March 29, 2026; 22,230 shares; $ 0.01 par value
September 28, 2025; 6,263 shares; $ 0.01 par value
Additional paid-in capital 309,560 263,812
Accumulated deficit ( 337,693 ) ( 329,934 )
Accumulated other comprehensive income 22,595 22,753
Total Lee Enterprises, Inc. Stockholders' deficit ( 5,474 ) ( 43,306 )
Non-controlling interests 2,310 2,347
Total deficit ( 3,164 ) ( 40,959 )
Total liabilities and deficit 618,638 601,729
The accompanying Notes are an integral part of the Consolidated Financial Statements.
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LEE ENTERPRISES, INCORPORATED
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(Unaudited)
Three months ended Six months ended
(Thousands of Dollars, Except Per Common Share Data) March 29,
2026 March 30,
2025 March 29,
2026 March 30,
2025
Operating revenue:
Advertising and marketing services 54,967 60,473 114,953 127,063
Subscription 55,181 64,868 112,883 129,865
Other 11,816 12,039 24,190 25,014
Total operating revenue 121,964 137,380 252,026 281,942
Operating expenses:
Compensation 46,745 56,659 96,178 116,913
Newsprint and ink 2,520 3,111 5,483 6,727
Other operating expenses 62,750 71,455 131,564 146,135
Insurance proceeds ( 3,840 ) — ( 5,840 ) —
Depreciation and amortization 3,515 5,171 7,094 11,436
(Gain) loss on asset sales, impairments and other, net ( 900 ) 126 ( 903 ) ( 803 )
Restructuring costs and other 3,640 6,516 6,788 11,666
Total operating expenses 114,430 143,038 240,364 292,074
Equity in earnings of associated companies 1,008 1,155 2,088 2,277
Operating income (loss) 8,542 ( 4,503 ) 13,750 ( 7,855 )
Non-operating (expense) income:
Interest expense ( 7,629 ) ( 9,950 ) ( 17,877 ) ( 20,232 )
Pension and other post employment benefits ("OPEB") related and other, net 826 658 1,671 1,311
Total non-operating expense, net ( 6,803 ) ( 9,292 ) ( 16,206 ) ( 18,921 )
Income (loss) before income taxes 1,739 ( 13,795 ) ( 2,456 ) ( 26,776 )
Income tax expense (benefit) 3,448 ( 1,780 ) 4,379 1,463
Net loss ( 1,709 ) ( 12,015 ) ( 6,835 ) ( 28,239 )
Net income attributable to non-controlling interests ( 439 ) ( 496 ) ( 924 ) ( 1,020 )
Loss attributable to Lee Enterprises, Incorporated ( 2,148 ) ( 12,511 ) ( 7,759 ) ( 29,259 )
Other comprehensive loss, net of income taxes ( 79 ) ( 115 ) ( 158 ) ( 230 )
Comprehensive loss attributable to Lee Enterprises, Incorporated ( 2,227 ) ( 12,626 ) ( 7,917 ) ( 29,489 )
Loss per common share:
Basic: ( 0.16 ) ( 2.07 ) ( 0.78 ) ( 4.87 )
Diluted: ( 0.16 ) ( 2.07 ) ( 0.78 ) ( 4.87 )
The accompanying Notes are an integral part of the Consolidated Financial Statements.
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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(Unaudited)
(Thousands of Dollars) Accumulated
Deficit Common
Stock Additional
paid-in capital Accumulated
Other
Comprehensive
Income Non-Controlling Interests: Total
September 28, 2025 ( 329,934 ) 63 263,812 22,753 2,347 ( 40,959 )
Shares redeemed — ( 1 ) ( 73 ) — — ( 74 )
Loss attributable to Lee Enterprises, Incorporated ( 5,611 ) — — — 485 ( 5,126 )
Stock compensation — — 328 — — 328
Other comprehensive loss — — — ( 104 ) — ( 104 )
Deferred income taxes, net — — — 25 — 25
Distributions to minority owners — — — — ( 530 ) ( 530 )
December 28, 2025 ( 335,545 ) 62 264,067 22,674 2,302 ( 46,440 )
Shares redeemed — — ( 66 ) — — ( 66 )
Loss attributable to Lee Enterprises, Incorporated ( 2,148 ) — — — 439 ( 1,709 )
Private Placement proceeds 2 45,346 45,348
Stock compensation — — 213 — — 213
Other comprehensive loss — — — ( 104 ) — ( 104 )
Deferred income taxes, net — — — 25 — 25
Distributions to minority owners — — — — ( 431 ) ( 431 )
March 29, 2026 ( 337,693 ) 64 309,560 22,595 2,310 ( 3,164 )
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(Thousands of Dollars) Accumulated
Deficit Common
Stock Additional
paid-in capital Accumulated
Other
Comprehensive
Income Non-Controlling Interests: Total
September 29, 2024 ( 292,341 ) 62 262,470 19,920 2,555 ( 7,334 )
Shares redeemed — — ( 331 ) — — ( 331 )
Loss attributable to Lee Enterprises, Incorporated ( 16,748 ) — — — 524 ( 16,224 )
Stock compensation — — 430 — — 430
Other comprehensive loss — — — ( 151 ) — ( 151 )
Deferred income taxes, net — — — 36 — 36
Distributions to minority owners — — — — ( 603 ) ( 603 )
December 29, 2024 ( 309,089 ) 62 262,569 19,805 2,476 ( 24,177 )
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 )
The accompanying Notes are an integral part of the Consolidated Financial Statements.
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LEE ENTERPRISES, INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six months ended
(Thousands of Dollars) March 29,
2026 March 30,
2025
Cash (required for) provided by operating activities:
Net loss ( 6,835 ) ( 28,239 )
Adjustments to reconcile net loss to net cash provided by (required for) operating activities:
Depreciation and amortization 7,094 11,436
Bad debt expense 4,832 6,590
Stock compensation expense 541 788
Gain on asset sales, impairments and other, net ( 903 ) ( 803 )
Earnings, net of distributions, deemed returns on investment of TNI and MNI ( 133 ) 247
Non-cash interest — 6,808
Deferred income taxes ( 28 ) ( 290 )
Other, net ( 960 ) ( 752 )
Changes in operating assets and liabilities:
Decrease (increase) in receivables 4,207 ( 8,599 )
Decrease in inventories and other 318 26
(Decrease) increase in accounts payable, unearned revenue, other accrued liabilities and other working capital items ( 5,397 ) 6,299
Decrease in pension and other postretirement and postemployment benefit obligations ( 2,065 ) ( 2,035 )
Change in income taxes payable 110 824
Other ( 2,557 ) ( 427 )
Net cash required for operating activities ( 1,776 ) ( 8,127 )
Cash provided by (required for) investing activities:
Purchases of property and equipment ( 1,335 ) ( 2,923 )
Proceeds from sales of assets 1,051 6,116
Net cash (required for) provided by investing activities ( 284 ) 3,193
Cash provided by financing activities:
Costs of Private Placement of common stock ( 4,654 ) —
Private Placement proceeds 50,000 —
Net cash provided by financing activities 45,346 —
Net increase (decrease) in cash and cash equivalents 43,286 ( 4,934 )
Cash and cash equivalents:
Beginning of period 9,989 9,598
End of period 53,275 4,664
The accompanying Notes are an integral part of the Consolidated Financial Statements.
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LEE ENTERPRISES, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 March 29, 2026, 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.
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 2026 and 2025 includes 52 weeks of operations. Because of seasonal and other factors, the results of operations for the three and six months ended March 29, 2026, 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. (“BLOX Digital" formerly "TownNews”).
Our 50 % interest in TNI Partners ("TNI") and our 50 % interest in Madison Newspapers, Inc. ("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.
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 currently evaluating the guidance but we do not expect it will fundamentally change our interim reporting.
In December 2025, the FASB issued ASU 2025-12 which is 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
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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.
2 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 ("Private Placement"). The aggregate gross proceeds from the Private Placement were $ 50.0 million before deducting offering expenses.
The investors 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. Since the closing of the Private Placement, our majority owner and Chairman of the Board, David Hoffmann purchased 357,009 shares through March 29, 2026 bringing his percentage ownership to 53.5 %.
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 were 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 and S-3 was filed on March 6, 2026.
Financing costs
Costs related to the transaction are $ 4.7 million and partially offset the Private Placement proceeds of $ 50.0 million in "Additional Paid-in Capital" on the Consolidated Balance Sheets.
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3 REVENUE
The following table presents our revenue disaggregated by source:
Three months Ended Six months ended
(Thousands of Dollars) March 29,
2026 March 30,
2025 March 29,
2026 March 30,
2025
Operating revenue:
Print advertising revenue 14,274 16,532 31,465 36,393
Digital advertising and marketing services revenue 40,693 43,941 83,488 90,670
Advertising and marketing services revenue 54,967 60,473 114,953 127,063
Print subscription revenue 32,902 41,079 67,898 84,511
Digital subscription revenue 22,279 23,789 44,985 45,354
Subscription revenue 55,181 64,868 112,883 129,865
Print other revenue 7,032 7,213 14,578 15,101
Digital other revenue 4,784 4,826 9,612 9,913
Other revenue 11,816 12,039 24,190 25,014
Total operating revenue 121,964 137,380 252,026 281,942
Recognition principles
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.
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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
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 six months ended March 29, 2026, that was included in the contract liability as of September 28, 2025, was $ 21.2 million.
Accounts receivable, excluding allowance for credit losses, was $ 49.3 million and $ 59.4 million as of March 29, 2026, and September 28, 2025 , respectively. Allowance for credit losses was $ 3.7 million and $ 4.8 million as of March 29, 2026, 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) March 29,
2026 September 28,
2025
Balance, beginning of period 4,827 6,514
Additions charged to expense 4,832 15,262
Deductions from reserves ( 5,977 ) ( 16,949 )
Balance, end of period 3,682 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 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.
4 INVESTMENTS IN ASSOCIATED COMPANIES
TNI Partners
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 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.
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Summarized results of TNI are as follows:
Three months ended Six months ended
(Thousands of Dollars) March 29,
2026 March 30,
2025 March 29,
2026 March 30,
2025
Operating revenue 5,069 5,756 9,883 12,289
Operating expenses 3,763 4,080 7,368 9,286
Operating income 1,306 1,676 2,515 3,003
Net income 1,579 1,817 2,839 3,067
Equity in earnings of TNI 790 909 1,420 1,534
TNI makes periodic distributions of its earnings and for the three months ended March 29, 2026 and March 30, 2025, we received $ 0.5 million and $ 1.2 million in distributions, respectively. In the six months ended March 29, 2026 and March 30, 2025, we received $ 1.1 million and $ 1.7 million in distributions, respectively.
Madison Newspapers, Inc.
We have a 50 % ownership interest in MNI, which publishes daily and Sunday newspapers, and other publications in Madison, Wisconsin, and other Wisconsin locations, and operates their related digital platforms. Net income or loss of MNI (after income taxes) is allocated equally to us and The Capital Times Company (“TCT”). MNI conducts its business under the trade name Capital Newspapers.
Summarized results of MNI are as follows:
Three months ended Six months ended
(Thousands of Dollars) March 29,
2026 March 30,
2025 March 29,
2026 March 30,
2025
Operating revenue 8,835 9,079 18,305 18,838
Operating expenses, excluding restructuring costs, depreciation and amortization 6,637 7,013 13,870 14,468
Restructuring costs — 23 34 23
Depreciation and amortization 59 90 119 180
Operating income 2,139 1,953 4,282 4,167
Net income 437 493 1,337 1,487
Equity in earnings of MNI 219 247 669 744
MNI makes periodic distributions of its earnings and in the three months ended March 29, 2026, and March 30, 2025, we received $ 0.4 million and $ 0.0 million i n distributions, respectively. In the six months ended March 29, 2026 and March 30, 2025, we received $ 0.8 million and $ 0.9 million in distributions, respectively.
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5 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) March 29,
2026 September 28,
2025
Goodwill, beginning of period 323,858 328,040
Allocated to sold operations — ( 4,182 )
Goodwill, end of period 323,858 323,858
Non-amortized intangible assets:
Mastheads 3,946 3,946
Amortizable intangible assets:
Customer and newspaper subscriber lists 262,146 262,146
Less accumulated amortization ( 217,714 ) ( 214,166 )
44,432 47,980
Total intangibles, net 372,236 375,784
The weighted average amortization period for amortizable assets is approximately nine years .
6 SEGMENTS
We operate as a single operating and reportable segment. The President and 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 and Comprehensive Loss. 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.
7 DEBT
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 an annual fixed rate and maturing on March 16, 2045 (referred to herein as “Credit Agreement” and “Term Loan”). On March 29, 2026, the fair value was $ 309.6 million, representing a Level 2 fair value measurement, which are fair values estimated using significant other observable inputs.
Concurrently with the execution of the Private Placement agreement discussed in Note 2, we entered into the Second Amendment to Credit Agreement on February 5, 2026. The amendments include, among other items, a reduction of the applicable margin on our 25 -year term loan from 9.00 % to 5.00 % for a period of 5 years following the closing and amending the definition of “Excess Cash Flow” such that the cash-on hand balance greater than $ 64.0 million held by us will be deemed Excess Cash Flow
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for a 5 year period following the closing. The interest rate amendment to 5.00 % is treated as modification to the existing Credit Agreement.
During the six months ended March 29, 2026, we had $ 0.8 million in transactions that generated proceeds that qualified as Net Cash Proceeds, as defined in our Credit Agreement, from asset sales and did not make any principal debt payments. Future payments are contingent on our ability to generate future excess cash flow, as defined in the Credit Agreement. As of March 29, 2026, 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 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.
8 PENSION, POSTRETIREMENT AND POSTEMPLOYMENT DEFINED BENEFIT PLANS
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 31, 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 March 29, 2026, our liability and related expense for benefits under the plans are recorded over the service period of employees based upon annual actuarial calculations.
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The net periodic pension and postretirement cost (benefit) components for our plans are as follows:
PENSION PLAN Three months ended Six months ended
(Thousands of Dollars) March 29,
2026 March 30,
2025 March 29,
2026 March 30,
2025
Service cost for benefits earned during the period 1 1 2 2
Interest cost on projected benefit obligation 1,977 2,034 3,954 4,068
Expected return on plan assets ( 2,467 ) ( 2,319 ) ( 4,934 ) ( 4,637 )
Amortization of prior service benefit 212 212 424 424
Net periodic pension benefit ( 277 ) ( 72 ) ( 554 ) ( 143 )
POSTRETIREMENT MEDICAL PLANS Three months ended Six months ended
(Thousands of Dollars) March 29,
2026 March 30,
2025 March 29,
2026 March 30,
2025
Service cost for benefits earned during the period — 1 — 2
Interest cost on projected benefit obligation 83 108 166 217
Expected return on plan assets ( 391 ) ( 410 ) ( 782 ) ( 821 )
Amortization of net gain ( 245 ) ( 292 ) ( 490 ) ( 584 )
Amortization of prior service benefit ( 71 ) ( 71 ) ( 142 ) ( 142 )
Net periodic postretirement benefit ( 624 ) ( 664 ) ( 1,248 ) ( 1,328 )
In the six months ended March 29, 2026 and March 30, 2025, we made no contributions to our pension plans. W e have no required contributions to our pension plans for 2026.
Multi-employer Pension Plans
In prior periods, we completed withdrawals from several multi-employer plans. As of March 29, 2026 and September 28, 2025, we had $ 21.7 million and $ 22.4 million of accrued withdrawal liabilities. The liabilities reflect the estimated value of payments to the funds, payable over 20 years.
9 INCOME TAXES
We recorded an income tax expense of $ 3.4 million related to income before taxes of $ 1.7 million for the three months ended March 29, 2026, and an income tax expense of $ 4.4 million related to loss before taxes of $ 2.5 million for the six months ended March 29, 2026. We recorded an income tax benefit of $ 1.8 million related to loss before taxes of $ 13.8 million for the three months ended March 30, 2025, and an income tax expense of $ 1.5 million related to loss before income taxes of $ 26.8 million for the six months ended March 30, 2025. The effective income tax rate for the three and six months ended March 29, 2026, was 198.3 % and ( 178.3 )%, respectively. The effective income tax rate for the three and six months ended March 30, 2025, was 12.9 % and ( 5.5 )% respectively.
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 income tax examinations in progress. Our income tax returns have generally been audited or closed to audit through 2017.
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10 LOSS PER COMMON SHARE
The following table sets forth the computation of basic and diluted earnings per common share:
Three months ended Six months ended
(Thousands of Dollars and Shares, Except Per Share Data) March 29,
2026 March 30,
2025 March 29,
2026 March 30,
2025
Loss attributable to Lee Enterprises, Incorporated: ( 2,148 ) ( 12,511 ) ( 7,759 ) ( 29,259 )
Weighted average common shares 13,898 6,217 10,036 6,207
Less weighted average restricted common shares ( 137 ) ( 185 ) ( 138 ) ( 198 )
Basic average common shares 13,761 6,032 9,898 6,009
Dilutive restricted common shares — — — —
Diluted average common shares 13,761 6,032 9,898 6,009
Loss per common share:
Basic ( 0.16 ) ( 2.07 ) ( 0.78 ) ( 4.87 )
Diluted ( 0.16 ) ( 2.07 ) ( 0.78 ) ( 4.87 )
For the three and six months ended March 29, 2026 and March 30, 2025, no shares were considered in the computation of diluted earnings per common share because we recorded net losses. The increase in weighted common shares is due to shares issued for the Private Placement on February 5, 2026 described in Note 2.
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 entitled 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. 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 2 for additional information related to the Private Placement.
11 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. We maintain cyber insurance with a $ 0.5 million deductible.
Since the incident, we have incurred $ 10.5 million in cash flow losses attributable to the cyber incident, which have been submitted for recovery to our insurance providers. Approximately $ 3.7 million of incurred expenses and $ 2.0 million of reimbursements were recognized in "Restructuring and Other" in the Consolidated Statements of Loss and Comprehensive Loss during the year ended September 28, 2025. For the six months ended March 29, 2026, we have received $ 0.8 million of reimbursements,
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which are presented as a reduction of related costs within “Restructuring and other” and $ 5.8 million in business interruption reimbursements that were recorded on a separate line within "Operating Expenses".
12 COMMITMENTS AND CONTINGENT LIABILITIES
Legal Proceedings
We are involved in a variety of legal actions that arise in the normal course of business. 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.
Stoudemire et al. v. 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.
Fetes et al. v. 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 March 29, 2026.
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 rendered an opinion in favor of defendants denying the motion. Discovery is ongoing in this case and the outcome is uncertain at this time.
13 SUBSEQUENT EVENT
On April 23, 2026, the Board of Directors appointed Nathan E. Bekke as President and Chief Executive Officer of the Company and Joshua P. Rinehults as Vice President, Chief Financial Officer and Treasurer.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.