Item 5. Other Information
Item 5. Other Information
Insider Trading Arrangement
On March 13, 2026 , Mr. David Hoffmann , the Company's Chairman of the Board , adopted a 10b5-1 Plan. Mr. Hoffmann’s 10b5-1 Plan is intended to satisfy the affirmative defense of Rule 10b5-1(c). Trades under Mr. Hoffmann’s 10b5-1 Plan are subject to the required “cooling-off period” with the estimated first sale date under Mr. Hoffmann’s 10b5-1 Plan to occur not before June 12, 2026. Mr. Hoffmann’s 10b5-1 Plan expires on June 12, 2027 . The 10b5-1 Plan governs Mr. Hoffmann’s purchase of 242,991 shares of the Company's Common Stock. Transactions under the 10b5-1 Plan will be disclosed publicly through Form 144 and Form 4 filings with the SEC to the extent required by law.
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
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ended March 29, 2026, we have received $0.8 million of reimbursements, 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".
Item 6. Exhibits
Exhibits marked with an asterisk (*) are incorporated by reference to documents previously filed by us with the SEC, as indicated. Exhibits marked with a plus (+) are management contracts or compensatory plan contracts or arrangements filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K. All other documents listed are filed with this Quarterly Report on Form 10-Q.
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Number Description
3.1* 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).
3.2* 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).
3.3* 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).
3.4* 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).
3.5* 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).
4.1* Amendment No. 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).
10.1* Stock Purchase Agreement, dated as of December 30, 2025, by and among the Company, Anchor Investor and the Other Investors party thereto (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on December 30, 2025).
10.2* Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on December 30, 2025).
10.3* Executive Retirement and Transition Agreement, dated as of December 30, 2025, by and between the Company and Kevin Mowbray (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on December 30, 2025).
10.4* Second Amendment to Credit Agreement, dated as of December 30, 2025, by and between the Company and the Lender (incorporated by reference to Exhibit 10.5 of the Company's Current Report on Form 8-K filed on December 30, 2025).
10.5*
Executive Separation and Transition Agreement, dated as of November 21, 2025, by and between the Company and Timothy R. Millage (incorporated by reference to E xhibit 10.5 of the Company's Current Report on Form 10-Q for the Quarter Ended December 28, 2025) .
31.1 Rule 13a-14(a) Certification of Chief Executive Officer
Attached
31.2 Rule 13a-14(a) Certification of Chief Financial Officer
Attached
32.1 Section 1350 Certification of Chief Executive Officer
Attached
32.2 Section 1350 Certification of Chief Financial Officer
Attached
101.INS Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) Attached
101.SCH Inline XBRL Taxonomy Extension Schema Document Attached
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Attached
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Attached
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Attached
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Attached
104 Cover Page Interactive Data File (formatted as Inline XBRL and embedded within the Inline XBRL document) Attached
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
LEE ENTERPRISES, INCORPORATED
/s/ Joshua P. Rinehults
May 8, 2026
Joshua P. Rinehults
Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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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.