LEE ENTERPRISES, Inc 10-Q

Item 5. Other Information 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 will continue in effect until March 27, 2025, or unless earlier redeemed or terminated by the Company, as provided in the Rights Agreement. 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. 25 Table of Contents 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. Number Description 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 26 Table of Contents 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/ Timothy R. Millage August 2, 2024 Timothy R. Millage Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) 27