What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-12-13 compared with 2023-12-08 · 247 added, 304 removed, 1034 unchanged (35% of the section changed)

1 unchanged sentence

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we concluded an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our Company’s reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Based on this evaluation the Company identified a material weakness in its internal control over financial reporting.

Due to the material weakness, our principal executive officer and our principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective.

In light of the material weakness described below, management performed additional analysis and monitoring procedures around third-party data to ensure that our interim and annual consolidated financial statements were prepared in accordance with U.S.

Accordingly, management believes that the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations, and cash flows as of and for the periods presented, in accordance with U.S.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to the Company, including our consolidated subsidiaries, required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management's Report on Internal Control Over Financial Reporting

3 unchanged sentences

Under the supervision and with the participation of our senior management, including our Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting as of the September 29, 2024 (the "Evaluation Date"), using the criteria set forth in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management has concluded that our internal control over financial reporting was not effective as of the Evaluation Date due to a material weakness in the Company's internal control over financial reporting described below.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness identified by the Company is as follows:

• Management did not design and implement controls to assess the reliability of certain internally generated information, or evaluate information received from certain third-party service providers, that are relevant to certain revenue recognized in the Company's Consolidated Financial Statements.

Management previously reported this material weakness in Item 9A of our Annual Report on Form 10-K for the fiscal year ended September 25, 2022.

The description of the material weakness has been updated to reflect information learned during the remediation process executed in fiscal 2023.

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of the Evaluation Date, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.

BDO USA, P.C., our independent registered public accounting firm, has issued a report on our internal control over financial reporting as of September 29, 2024, which is included herein.

As a result of the material weakness described above, such report includes an adverse audit report on the effectiveness of internal control over financial reporting as of September 24, 2023.

Remediation Plans and Actions

Management is committed to remediating the material weakness that has been identified and maintaining an effective system of disclosure controls and procedures.

During fiscal 2023, management executed certain actions steps to remediate the material weakness, including:

• Established a project team to review, evaluate and remediate the material weakness in internal controls over financial reporting.

The Company's recently expanded Corporate Compliance function is leading management's efforts related to effective control design, documentation and implementation, as well as remediate ineffective controls.

• Enhanced the design of internal controls around evaluating data provided by third-parties, which included the initial implementation of a new revenue IT system.

Management will continue to execute the remediation steps outlined above until the material weakness is remediated.

The material weakness will not be considered remediated until the remediated and/or newly implemented internal controls operate for a sufficient period of time and management has concluded, through testing, that these internal controls are operating effectively.

We are working to have the material weakness remediated as soon as possible.

Remediation of Previously Reported Material Weaknesses

As previously reported in Item 9A of our Annual Report on Form 10-K for the fiscal year ended September 25, 2022, management had concluded we had material weaknesses in internal control over financial reporting, specific to a) the Company's information technology general controls and b) controls to validate the accuracy of the tax basis associated with certain deferred tax assets and liabilities.

To address the material weaknesses, during the fiscal year ended September 24, 2023 we (a) established a project team to review, evaluate, and remediate material weaknesses in internal controls over financial reporting including expanding our Corporate Compliance function, (b) underwent a complete user access review related to our information technology systems, (c) conducted additional training to relevant personnel, (d) enhanced existing internal control design, and (e) enhanced our record retention policy specifically around complex tax items.

As previously reported in Item 9A of our Annual Report on Form 10-K for the fiscal year ended September 24, 2023, management had concluded the Company had a material weakness in internal control over financial reporting, specific to a) the Company's controls to assess the reliability of certain internally generated information, or evaluate information received from certain third-party service providers.

To address the material weakness, during the fiscal year ended September 29, 2024 we:

• Established a project team to review, evaluate and remediate the material weakness in internal controls over financial reporting.

• Invested in new technology and human capital in the development of new internal controls.

• Expanded Corporate Compliance function to lead management's efforts related to effective control design, documentation and implementation, as well as remediate ineffective controls.

• Implemented a new revenue IT system through collaboration among finance, accounting, sales, and IT with the focus on centralizing our products fulfillment process.

• Coordinated the flow of data with many of our third-party fulfillment vendors to improve processes surrounding customer acceptance and evidence of fulfillment.

• Retained Deloitte & Touche LLP to validate the design of these new controls.

• Implemented six additional internal controls focused on addressing the material weakness in internal controls over financial reporting.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Other than as described above, there have been no changes in our internal control over financial reporting that occurred during the 13 weeks ended September 24, 2023 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Other than those implemented to address the material weakness as described above, there have been no changes in our internal control over financial reporting that occurred during the 14 weeks ended September 29, 2024 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

3 unchanged sentences

Opinion on Internal Control over Financial Reporting

We have audited Lee Enterprises, Incorporated’s (the “Company”) internal control over financial reporting as of September 24, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of September 24, 2023, based on the COSO criteria.

We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions taken by the Company after the date of management’s assessment.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of September 24, 2023 and September 25, 2022, the related consolidated statements of income (loss) and comprehensive income (loss), stockholders’ equity (deficit), and cash flows for the fiscal years ended September 24, 2023 and September 25, 2022, and the related notes (collectively referred to as the “consolidated financial statements”) and our report dated December 8, 2023, expressed an unqualified opinion thereon.

We have audited Lee Enterprises, Incorporated’s (the “Company's”) internal control over financial reporting as of September 29, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 29, 2024, based on the COSO criteria .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of September 29, 2024 and September 24, 2023, the related consolidated statements of (loss) income and comprehensive (loss) income, (deficit) equity, and cash flows for each of the three fiscal years in the period ended September 29, 2024, and the related notes and our report dated December 13, 2024, expressed an unqualified opinion thereon.

Basis for Opinion

8 unchanged sentences

We believe that our audit provides a reasonable basis for our opinion.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

A material weakness was identified regarding the following:

Management did not design and implement controls to assess the reliability of certain internally generated information, or evaluate information received from certain third-party service providers, that are relevant to certain revenue recognized in the Company’s consolidated financial statements.

This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements, and this report does not affect our report dated December 8, 2023, on those consolidated financial statements.

Definition and Limitations of Internal Control over Financial Reporting

15 unchanged sentences

We have a Code of Business Conduct and Ethics ("Code") that applies to all of our employees, including our principal executive officer, and principal financial and accounting officer.

The Code is monitored by the Audit Committee of our Board of Directors and is annually affirmed by our directors and executive officers.

The Code is monitored by the Audit and Risk Management Committee of our Board of Directors and is annually affirmed by our directors and executive officers.

We maintain a corporate governance page on our website which includes the Code.

16 unchanged sentences

FINANCIAL STATEMENTS

Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) - 52 weeks ended September 24, 2023, 52 weeks ended September 25, 2022 and 52 weeks ended September 26, 2021

Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income - 53 weeks ended September 29, 2024, 52 weeks ended September 24, 2023 and 52 weeks ended September 25, 2022

Consolidated Balance Sheets - September 29, 2024 and September 24, 2023

Consolidated Statements of Stockholders' Equity (Deficit) - 52 weeks ended September 24, 2023, 52 weeks ended September 25, 2022 and 52 weeks ended September 26, 2021

Consolidated Statements of Stockholders' (Deficit) Equity - 53 weeks ended September 29, 2024, 52 weeks ended September 24, 2023 and 52 weeks ended September 25, 2022

Consolidated Statements of Cash Flows - 53 weeks ended September 29, 2024, 52 weeks ended September 24, 2023 and 52 weeks ended September 25, 2022

Notes to Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firms*

Reports of Independent Registered Public Accounting Firm*

* BDO USA, P.C.

1 unchanged sentence

PCAOB Firm ID# 243

* KPMG LLP , Chicago, IL ;

PCAOB Firm ID# 185

FINANCIAL STATEMENT SCHEDULES

2 unchanged sentences

CONSOLIDATED FINANCIAL STATEMENTS PAGE

Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

Consolidated Statements of (Loss) Income and Comprehensive ( L oss) Income

Consolidated Balance Sheets

Consolidated Statements of Stockholders' Equity (Deficit)

Consolidated Statements of (Deficit) Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firm's

CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

Report of Independent Registered Public Accounting Fir m

CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME

(Thousands of Dollars, Except Per Common Share Data) 2024 2023 2022

9 unchanged sentences

Depreciation and amortization 27,616 30,621 36,544

Assets loss (gain) on sales, impairments and other, net 1,882 9,716 8,214

Assets loss on sales, impairments and other, net 11,193 1,882 9,716

Restructuring costs and other 19,253 12,673 22,720

4 unchanged sentences

Interest expense ( 41,232 ) ( 41,471 ) ( 41,770 )

Curtailment gain — 1,027 23,830

Pension withdrawal cost — ( 1,200 ) ( 2,335 )

Pension and OPEB related benefit and other, net 1,910 2,420 19,022

Curtailment/Settlement gains 3,593 — 1,027

Total non-operating expense, net ( 35,729 ) ( 40,251 ) ( 24,056 )

4 unchanged sentences

Loss attributable to Lee Enterprises, Incorporated ( 25,845 ) ( 5,267 ) ( 2,017 )

Other comprehensive income (loss), net of income taxes 10,190 ( 25,534 ) 62,237

Comprehensive income (loss) attributable to Lee Enterprises, Incorporated 4,923 ( 27,551 ) 84,982

Earnings (loss) per common share:

Other comprehensive (loss) income, net of income taxes ( 6,923 ) 10,190 ( 25,534 )

Comprehensive (loss) income attributable to Lee Enterprises, Incorporated ( 32,768 ) 4,923 ( 27,551 )

Loss per common share:

( 4.35 ) ( 0.90 ) ( 0.35 )

33 unchanged sentences

2024 September 24

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES AND EQUITY

Current liabilities:

12 unchanged sentences

Total liabilities 656,505 687,911

Commitments and Contingent Liabilities (Note 17)

Stockholders' equity:

14 unchanged sentences

Accumulated other comprehensive income 19,920 26,843

Total stockholders' equity 21,240 15,005

Total Lee Enterprises, Inc.stockholders' (deficit) equity ( 9,889 ) 21,240

Non-controlling interests 2,555 2,466

Total equity 23,706 17,237

Total liabilities and equity 711,617 744,042

Total (deficit) equity ( 7,334 ) 23,706

Total liabilities and (deficit) equity 649,171 711,617

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

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

CONSOLIDATED STATEMENTS OF (DEFICIT) EQUITY

Amount Shares

7 unchanged sentences

Stock compensation 1,751 1,806 1,487

Shares (redeemed) issued ( 495 ) ( 29 ) 252

Shares redeemed ( 113 ) ( 495 ) ( 29 )

Balance, end of year 262,470 260,832 259,521

1 unchanged sentence

Balance, beginning of year ( 266,496 ) ( 261,229 ) ( 259,212 )

Net income (loss) ( 2,733 ) 97 24,792

Net income attributable to non-controlling interests ( 2,534 ) ( 2,114 ) ( 2,047 )

Net (loss) income attributable to Lee Enterprises, Inc.

( 25,845 ) ( 5,267 ) ( 2,017 )

Balance, end of year ( 292,341 ) ( 266,496 ) ( 261,229 )

4 unchanged sentences

Balance, end of year 19,920 26,843 16,653

Total stockholders' equity 21,240 15,005 41,097 6,064 5,979 5,889

Non-controlling interests:

Balance, beginning of year 2,466 2,232 2,133

Net income 2,272 2,534 2,114

Distributions to minority owners ( 2,183 ) ( 2,300 ) ( 2,015 )

Balance, end of year 2,555 2,466 2,232

Total (deficit) equity ( 7,334 ) 23,706 17,237 6,190 6,064 5,979

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

1 unchanged sentence

(Thousands of Dollars) 2024 2023 2022

Cash (required for) provided by operating activities:

Net income ( 2,733 ) 97 24,792

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

Cash provided by (required for) operating activities:

Net (loss) income ( 23,573 ) ( 2,733 ) 97

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

Depreciation and amortization 27,616 30,621 36,544

Bad debt expense 13,633 6,942 5,190

Curtailment gain — ( 1,027 ) ( 23,830 )

Curtailment/Settlement gain ( 3,593 ) — ( 1,027 )

Pension withdrawal cost — 1,200 2,335

Stock compensation expense 1,751 1,806 1,337

Asset loss (gain) on sales, impairments and other, net 1,882 9,716 8,214

Asset loss on sales, impairments and other, net 11,193 1,882 9,716

Earnings, net of distributions, deemed returns on investment of TNI and MNI ( 122 ) ( 657 ) ( 576 )

Gain on sale of investment — ( 1,736 ) —

3 unchanged sentences

Changes in operating assets and liabilities:

Decrease (increase) in receivables ( 6,739 ) ( 7,804 ) ( 13,977 )

Increase in receivables ( 5,494 ) ( 6,739 ) ( 7,804 )

Decrease (increase) in inventories and other 901 977 ( 3,088 )

(Decrease) increase in accounts payable, unearned revenue, other accrued liabilities and operating lease obligations ( 26,155 ) ( 14,645 ) 4,731

Decrease in accounts payable, unearned revenue, other accrued liabilities and operating lease obligations ( 5,026 ) ( 26,155 ) ( 14,645 )

Decrease in pension, postretirement and postemployment benefit obligations ( 2,422 ) ( 83 ) ( 21,449 )

1 unchanged sentence

Other 427 ( 2,019 ) 2,963

Net cash (required for) provided by operating activities ( 2,524 ) 3,429 50,078

Cash provided by (required for) investing activities:

Net cash provided by (required for) operating activities 1,117 ( 3,181 ) 2,853

Cash provided by investing activities:

Purchases of property and equipment ( 9,208 ) ( 5,107 ) ( 7,536 )

Proceeds from sales of assets 13,456 11,952 14,835

Distributions greater (less) than earnings of TNI and MNI ( 657 ) ( 576 ) 1,038

Other, net ( 517 ) 1,791 ( 386 )

Net cash provided by (required for) investing activities 7,979 6,337 ( 2,278 )

Net cash provided by investing activities 3,731 8,636 6,913

Cash required for financing activities:

10 unchanged sentences

Lee Enterprises, Incorporated is a leading provider of high quality, trusted, local news and information, and a major platform for advertising in the markets we serve.

We operate 75 principally mid-sized local media operations (including TNI Partners ("TNI") and Madison Newspapers, Inc.

We operate 73 principally mid-sized media operations (including TNI Partners ("TNI") and Madison Newspapers, Inc.

("MNI")) across 26 states.

4 unchanged sentences

Results of BLOX Digital are consolidated.

On March 16, 2020, the Company completed the acquisition of BH Media Group, Inc.

and The Buffalo News, Inc.

for a combined purchase price of $ 140.0 million (collectively, the "Transactions").

The Transactions were funded pursuant to a Credit Agreement dated as of January 29, 2020, between the Company and BH Finance LLC, a Nebraska limited liability company affiliated with Berkshire (the "Credit Agreement"), as described further in Note 5.

In 2021, we allocated revenue from our full access subscriptions between print and digital subscription revenues.

In 2022, due to the increased prominence of digital-only revenues, we revised this presentation to classify full access subscriptions as print subscription revenue, and discretely present digital-only subscription revenues.

2021 amounts were reclassified in Note 2 to conform to the current year presentation.

In 2023, certain prior period amounts have been adjusted to form with current period presentation.

These matters did not change operating revenues, net income (loss), accumulated deficit, and earnings per share.

In 2024, certain prior period amounts within the consolidated financial statements have been adjusted to conform with current period presentation.

These matters did not change operating revenues, net income (loss), accumulated deficit, and earnings (losses) per share in all periods presented.

All of our enterprises use period accounting with the fiscal year ending on the last Sunday in September.

References to "2024", "2023", "2022" and the like refer to the fiscal years ended the last Sunday in September.

Fiscal years 2023, 2022, and 2021 include 52 weeks of operations.

Fiscal years 2024 include 53 weeks of operations, 2023, and 2022 include 52 weeks of operations.

Accounting Estimates

34 unchanged sentences

Intangible assets include customer lists, newspaper subscriber lists and mastheads.

Intangible assets subject to amortization are being amortized using the straight-line method except for intangible assets acquired in the Transactions which are being amortized in an accelerated manner consistent with the expected economic benefit.

Intangible assets subject to amortization are being amortized using the straight-line method except for intangible assets acquired with the acquisition of BH Media Group, Inc.

and The Buffalo News, Inc.

in 2020, which are being amortized in an accelerated manner consistent with the expected economic benefit.

Customer lists 10 - 20

3 unchanged sentences

Impairment would occur when the carrying amount of the reporting unit is greater than its fair value.

Companies with reporting units with zero or negative carrying value are required to disclose the amount of goodwill for those reporting units.

The Company determines if an arrangement is a lease at inception.

7 unchanged sentences

This yield curve reflects the estimated rate that would have been paid by the Company to borrow on a collateralized basis over a similar term in a similar economic environment.

The lease terms may include options to extend or terminate the lease when it is reasonable certain that the option will be exercised.

The lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised.

Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

1 unchanged sentence

See Note 6 for additional information related to leases.

Business Combinations

The Company accounts for acquisitions in accordance with the provisions of ASC Topic 805 - Business Combinations, which provides guidance for recognition and measurement of identifiable assets and goodwill acquired, liabilities assumed, and any non-controlling interest in the acquiree at fair value.

In a business combination, the assets acquired, liabilities assumed and non-controlling interest in the acquiree are recorded as of the date of acquisition at their respective fair values with limited exceptions.

Any excess of the purchase price (consideration transferred) over the estimated fair values of net assets acquired is recorded as goodwill.

Transaction costs are expensed as incurred.

The operating results of the acquired business are reflected in the Company's Consolidated Financial Statements from the date of acquisition.

Revenue Recognition

1 unchanged sentence

Restructuring Costs and Other

Restructuring costs and other primarily relate to severance expenses associated with involuntary terminations, as well as litigation, advisor, and other expenses associated with the unsolicited bid offer in November 2021.

Restructuring costs and other primarily relate to severance expenses associated with involuntary terminations, litigation, business transformation efforts, and other expenses.

These costs are expensed as incurred.

Pension, Postretirement and Postemployment Benefit Plans

We evaluate our liabilities for pension, postretirement and postemployment benefit plans based upon computations made by consulting actuaries, incorporating estimates and actuarial assumptions of future plan service costs, future interest costs on projected benefit obligations, rates of compensation increases, when applicable, employee turnover rates, anticipated mortality rates, expected investment returns on plan assets, asset allocation assumptions of plan assets and other factors.

applicable, employee turnover rates, anticipated mortality rates, expected investment returns on plan assets, asset allocation assumptions of plan assets and other factors.

We apply a practical expedient under ASC Topic 715, Compensation – Retirement Benefits , which allows us to measure plan assets and benefit obligations using the month-end that is closest to our fiscal year-end.

19 unchanged sentences

ASC Topic 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.

ASC Topic 820 establishes a three-level hierarchy of fair value measurements based

on whether the inputs to those measurements are observable or unobservable, which consists of the following levels:

ASC Topic 820 establishes a three-level hierarchy of fair value measurements based on whether the inputs to those measurements are observable or unobservable, which consists of the following levels:

Level 1 - Quoted prices for identical instruments in active markets.

7 unchanged sentences

Such investments are classified as Level 1.

Treasury Inflation-Protected Securities ("TIPS") consist of low yield mutual funds and are valued by quoted inactive market prices.

Fixed income securities are valued based on the closing market price in an active market and are classified as Level 1.

Certain investments in commingled funds are valued at the end of the period based upon the value of the underlying investments as determined by quoted market prices.

Such investments are classified as Level 2.

Certain fixed income securities are part of a collective investment fund for which there is no readily determinable fair value.

This fund is valued at the net asset value of units held at the end of the period based upon the value of the underlying investments, which is determined using multiple approaches including by quoted market prices and by private market quotations.

Such investments are excluded from the fair value hierarchy.

Equity securities are valued based on the closing market price in an active market and are classified as Level 1.

23 unchanged sentences

Further, business decisions by the CODM, including the allocation of resources, are determined based on reviewing consolidated information.

Stock Compensation and Warrants

Stock Compensation

We have several stock-based compensation plans.

9 unchanged sentences

We amortize as compensation expense the value of stock options and restricted Common Stock using the straight-line method over the requisite service period or restriction period, which is generally one to four years .

Prior to 2023, we also had 600,000 warrants outstanding to purchase shares of our Common Stock.

Warrants were recorded at fair value determined using the Black-Scholes option pricing formula.

These warrants expired in 2022.

See Notes 5, 10 and 13.

Uninsured Risks

10 unchanged sentences

The Company is evaluating the impact this will have on our Consolidated Financial Statements.

Recently Issued Accounting Standards - Standards Adopted in 2023 and 2022

Recently Issued Accounting Standards - Standards Adopted in 2021

In June 2016, the FASB issued a new standard ASC Topic 326 Financial Instruments - Credit Losses to replace the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a wider array of reasonable and supportable information to inform and develop credit loss estimates.

We are required to use a forward-looking expected credit loss model for both accounts receivables and other financial instruments.

The new standard was adopted on September 28, 2020, using a modified retrospective approach.

This standard did not have a material impact on our Consolidated Financial Statements.

In August 2018, the FASB issued ASU 2018-13 Fair Value Measurements that changes disclosure requirements related to fair value measurements as part of the disclosure framework project.

The disclosure framework project aims to improve effectiveness of disclosures in the notes to the financial statements by focusing on

requirements that clearly communicate the most important information to users of the financial statements.

The new guidance was adopted on September 28, 2020, and did not have a material impact on our Consolidated Financial Statements.

In December 2019, the FASB issued new guidance that simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC Topic 740 Income Taxes related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition for deferred tax liabilities for outside basis differences.

The standard also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill.

This new guidance was adopted September 28, 2020, and did not have a material impact on our Consolidated Financial Statements.

In August 2018, FASB issued ASU 2018-14 Compensation - Retirement Benefits - Defined Benefit Plans to amend disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans.

The new standard was adopted on September 28, 2020 using a retrospective approach, and did not have a material impact on our Consolidated Financial Statements.

In November 2023, the FASB issued guidance, ASU 2023-09, 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.

The Company is currently evaluating the provisions of the updated guidance and assessing the impact on the Consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, which requires disaggregated disclosure of income statement expenses.

This standard is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The Company is evaluating the impact this will have on our Consolidated Financial Statements.

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for goods or services.

7 unchanged sentences

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.

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

8 unchanged sentences

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 webhosting and content management services.

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, with the exception of implementation fees which are recognized as deferred revenue and amortized 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, with the exception of implementation fees which are recognized as deferred revenue and amortized over the contract period.

Commercial printing and delivery revenue is recognized when the product is delivered to the customer.

3 unchanged sentences

Print advertising revenue 81,488 125,804 184,963

Digital advertising revenue 193,173 181,465 141,391

Digital advertising and marketing services revenue 194,213 193,173 181,465

Advertising and marketing services revenue 275,701 318,977 366,428

12 unchanged sentences

Revenue recognized in 2024, 2023 and 2022, that was included in the contract liability as of September 24, 2023, September 25, 2022 and September 26, 2021 was $ 38.5 million, $ 47.2 million, and $ 54.7 million, respectively.

Accounts receivable, excluding allowance for credit losses and contract assets, was $ 74.4 million, $ 74.8 million, and $ 71.6 million as of September 24, 2023, September 25, 2022 and September 26, 2021, respectively.

Allowance for credit losses was $ 5.3 million and $ 5.2 million as of September 24, 2023 and September 25, 2022, respectively.

Accounts receivable, excluding allowance for credit losses and contract assets, was $ 67.2 million, $ 74.4 million, $ 74.8 million as of September 29, 2024, September 24, 2023, and September 25, 2022 respectively.

See Note 15 for Allowance for credit losses.

Practical expedients:

15 unchanged sentences

Liabilities 3,512 3,837

Members' equity ( 696 ) ( 620 )

Members' equity (deficit) ( 844 ) ( 696 )

Total liabilities and members' equity (deficit) 2,668 3,141

5 unchanged sentences

Net income 6,655 7,142 8,708

Company's 50 % share

3,571 4,354 4,731

Less amortization of intangible assets — — —

Equity in earnings of TNI 3,328 3,571 4,354

2 unchanged sentences

At September 29, 2024 and September 24, 2023, the carrying value of the Company's 50 % investment in TNI is $ 15.1 million and $ 15.1 million, respectively.

The difference between our carrying value and our 50 % share of the members' equity of TNI relates principally to goodwill of $ 12.4 million and other identified intangible assets of $ 2.3 million, certain of which have been amortized over their estimated useful lives through 2020.

TNI provides editorial services to the Company.

Editorial service costs are included in other operating expenses in the Consolidated Statements of Income and Comprehensive Income and totaled $ 4.4 million, $ 5.2 million, and $ 4.5 million in 2023, 2022 and 2021, respectively.

Editorial service costs are included in other operating expenses in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income and totaled $ 3.9 million, $ 4.4 million, and $ 5.2 million in 2024, 2023 and 2022, respectively.

Madison Newspapers, Inc.

8 unchanged sentences

Total assets 37,008 38,183

LIABILITIES AND MEMBERS' EQUITY

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities 5,296 6,352

1 unchanged sentence

Stockholders' equity 25,624 25,528

Total liabilities and members' equity 38,183 35,740

Total liabilities and stockholders' equity 37,008 38,183

Summarized results of MNI are as follows:

10 unchanged sentences

We provide editorial services to MNI.

Editorial service fees are included in other revenue in the Consolidated Statements of Income and Comprehensive Income and totaled $ 5.4 million, $ 5.6 million, and $ 5.6 million in 2023, 2022 and 2021, respectively.

Editorial service fees are included in other revenue in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income and totaled $ 5.5 million, $ 5.4 million, and $ 5.6 million in 2024, 2023 and 2022, respectively.

At September 29, 2024 and September 24, 2023, the carrying value of the Company's 50 % investment in MNI is $ 12.8 million and $ 12.8 million, respectively.

17 unchanged sentences

Identified intangible assets 70,075 94,988

In 2024, the Company disposed $ 44.5 million of gross cost and accumulated amortization related to fully amortized customer and newspaper subscriber lists.

As discussed in Note 1, the Company reviews goodwill and non-amortized intangible assets for impairment annually on the first day of the fourth quarter, or more frequently if events or changes in circumstances indicate that an asset may be impaired in accordance with ASC Topic 350.

All of the Company’s goodwill is attributed to the single reporting unit.

All of the Company’s goodwill is attributed to the single reporting unit, which has a negative carrying value as of September 29, 2024.

When evaluating these assets for impairment, we may first perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired, known as Step 0.

1 unchanged sentence

The Company performed its annual assessment on the first day of our fourth fiscal quarter, and determined the fair value of our single reporting unit was in excess of carrying value and as such, there was no impairment in 2024, 2023 and 2022.

In 2022, the Company disposed of a non-core operation with $ 0.7 million of attributable goodwill.

In 2024 and 2022, the Company sold certain non-core operations.

Goodwill was allocated to these operations, which totaled $ 1.3 million and $ 1.3 million, respectively.

For mastheads, the calculated fair value includes Level 3 inputs that were determined using the relief from royalty method.

The key assumptions used in the fair value estimates under the relief from royalty method are revenue and market growth, royalty rates for newspaper mastheads (the royalty rates utilized range from 0.0 % to 1.0 %), estimated tax rates, and appropriate risk-adjusted weighted-average cost of capital (for 2023, 2022 and 2021, the weighted-average cost of capital used was 13.00 %, 11.00 % and 10.50 %, respectively).

The key assumptions used in the fair value estimates under the relief from royalty method are revenue and market growth, royalty rates for newspaper mastheads (the royalty rates utilized a range from 0.0 % to 1.0 %), estimated tax rates, and appropriate risk-adjusted weighted-average cost of capital (for 2024, 2023 and 2022, the weighted-average cost of capital used was 12.50 %, 13.00 % and 11.00 %, respectively).

These assumptions reflect Lee's best estimates, but these items involve inherent uncertainties based on market conditions generally outside of the Company's control.

2 unchanged sentences

In 2024, 2023, and 2022, we recorded non-cash charges to reduce the carrying value of non-amortized intangible assets.

Such charges are recorded in assets loss (gain) on sales, impairments and other in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).

Such charges are recorded in assets loss on sales, impairments and other in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).

We recorded deferred income tax benefits related to these charges.

7 unchanged sentences

Annual amortization of intangible assets for the years ending September 2025 to September 2029 is estimated to be $ 11.2 million, $ 7.1 million, $ 7.1 million, $ 5.7 million, and $ 4.9 million, respectively.

The weighted average amortization period for amortizable assets is 11.5 years.

On March 16, 2020 concurrent with closing the Transactions, the Company completed a comprehensive refinancing of its debt (the "2020 Refinancing").

On March 16, 2020 concurrent with closing the acquisition of BH Media Group, Inc.

and The Buffalo News, Inc., the Company completed a comprehensive refinancing of its debt (the "2020 Refinancing").

The 2020 Refinancing consists of the Credit Agreement and Term Loan.

1 unchanged sentence

With the closing of this transaction, BH Finance became Lee's sole lender.

Proceeds of the Term Loan were used to finance the Transactions and refinance all of the Company's outstanding debt at par.

Proceeds of the Term Loan were used to finance the acquisition of BH Media Group, Inc.

and The Buffalo News, Inc., and refinance all of the Company's outstanding debt at par.

The Term Loan matures in March 2045.

The Company's debt is collateralized by all Company assets.

As of September 24, 2023, the Company has $ 455.7 million in aggregate principal debt outstanding under the Term Loan.

The debt has a fixed interest rate at September 24, 2023 of 9.0 %.

As of September 29, 2024 and September 24, 2023, the Company has $ 445.9 million and $ 455.7 million, respectively in aggregate principal debt outstanding under the Term Loan.

The debt has a fixed interest rate of 9.0 %.

During the twelve months ended September 29, 2024, we made principal debt payments of $ 9.8 million.

Payments were from the sale of non-core assets.

Future payments are contingent on the Company's ability to generate future Excess Cash Flow, as defined below.

Future payments are contingent on the Company's ability to generate future Excess Cash Flow, as defined in the Credit Agreement.

The Credit Agreement contains certain customary representations and warranties, certain affirmative and negative covenants and certain conditions, including restrictions on incurring additional indebtedness, creating certain liens, making certain investments or acquisitions, issuing dividends, repurchasing shares of stock of the Company and certain other capital transactions.

7 unchanged sentences

Principal Payments

Voluntary pre-payments under the Credit Agreement are not subject to call premiums and are payable at par, with the exception of the change-of-control provisions discussed below.

Voluntary prepayments under the Credit Agreement are not subject to call premiums and are payable at par, with the exception of the change-of-control provisions discussed below.

Excluding the Excess Cash Flow payments described below, there are no scheduled mandatory principal payments required under the Credit Agreement.

5 unchanged sentences

The Company may, upon notice to BH Finance, at any time or from time to time, voluntarily prepay the Term Loan in whole or in part, at par, provided that any voluntary prepayment of the Term Loan shall be accompanied by payment of all accrued interest on the amount of principal prepaid to the date of prepayment.

In connection with the 2 nd Lien Term Loan entered into in the 2014 Refinancing, we entered into a Warrant Agreement dated as of March 31, 2014 (the "Warrant Agreement").

Under the Warrant Agreement, certain affiliates or designees of the 2 nd Lien Lenders received on March 31, 2014 their pro rata share of warrants to purchase, in cash, an initial aggregate of 600,000 shares of Common Stock, subject to adjustment pursuant to anti-dilution provisions (the "Warrants").

The Warrants represented, when fully exercised, approximately 10.1 % of shares of Common Stock outstanding at March 30, 2014 on a fully diluted basis.

The exercise price of the Warrants was $ 41.90 per share.

The Warrants expired in March 2022.

The Warrant Agreement contained provisions requiring the Warrants to be measured at fair value and included in warrants and other liabilities in our Consolidated Balance Sheets.

We re-measured at the fair value of the liability each reporting period, with changes reported in other, net non-operating income (expense).

The initial fair value of the Warrants was $ 16.9 million.

Pursuant to the terms of the Credit Agreement, our debt does not include a revolver.

12 unchanged sentences

The depreciable lives of assets and leasehold improvements are limited by the expected lease term unless there is a transfer of title or purchase option reasonably certain of exercise.

In connection with the Transactions, the Company entered into a lease agreement between BH Media, as Landlord, and the Company, as Tenant, providing for the leasing of 68 properties and related fixtures (including production equipment) used in the BH Media Newspaper Business ("BH Lease").

We entered into a lease agreement between BH Media, as Landlord, and the Company, as Tenant, providing for the leasing of 68 properties and related fixtures (including production equipment) used in the BH Media Newspaper Business ("BH Lease").

The BH Lease commenced on March 16, 2020.

2 unchanged sentences

As of September 29, 2024, the Company has earned monthly rent credits of $ 0.3 million, making current annual rent of $ 5.0 million.

In connection with the BH Lease, the Company recognized $ 56.2 million and $ 56.2 million in right-of-use ("ROU") assets and offsetting lease liabilities as of March 16, 2020.

During the period ended September 25, 2022, the Company permanently vacated office and distribution space related to 14 leases.

1 unchanged sentence

The abandonment of lease space is an indicator of impairment and the Company assessed the lease ROU asset and leasehold improvements for impairment.

Estimates of fair value include Level 3 inputs which are subjective in nature and involve uncertainties and matters of significant judgement and are made at a specific point in time.

During the period ended September 25, 2022, the Company recorded non-cash impairment losses of $ 7.8 million for right-of-use assets, which is recorded on the Consolidated Statements of Income (loss) and Comprehensive Income (loss) under the line item assets loss (gain) on sales, impairments and other.

Estimates of fair value include Level 3 inputs which are subjective in nature and involve uncertainties and matters of significant judgment and are made at a specific point in time.

During the period ended September 25, 2022, the Company recorded non-cash impairment losses of $ 7.8 million for right-of-use assets, which is recorded on the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income under the line item assets loss (gain) on sales, impairments and other.

Total lease expense consists of the following:

19 unchanged sentences

The weighted average revolving lease terms and discount rates for all of our operating leases were as follows.

September 24, 2023

Weighted average remaining lease term (years) 5 years, 7 months, 4 days

Weighted average remaining lease term 4.8 years 5.6 years

Weighted Average discount rate 7.91 % 7.88 %

DEFINED BENEFIT PENSION PLANS

DEFINED BENEFIT PENSION PLAN

During 2022, the Company made several changes to its defined benefit plans.

8 unchanged sentences

Collectively, the transactions are known as the "Annuity Purchase"

During the year ended September 24, 2023, an immaterial defined benefit plan was merged into the Plan.

The prior period net periodic pension cost (benefit) and changes in benefit obligations tables have been revised to include amounts from this plan that was previously excluded due to immateriality.

The net periodic cost (benefit) components of our pension plans are as follows:

During the year ended September 29, 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) Income and Comprehensive (Loss) Income.

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

The net periodic (benefit) cost components of our pension plan is as follows:

(Thousands of Dollars) 2024 2023 2022

7 unchanged sentences

Net periodic pension cost (benefit) ( 1,668 ) 1,057 ( 17,722 )

Changes in benefit obligations and plan assets are as follows:

Changes in projected benefit obligations (which approximates the accumulated benefit obligation at each period end) and plan assets are as follows:

(Thousands of Dollars) 2024 2023

2 unchanged sentences

Interest cost 9,274 10,368

Plan amendments — 6,077

Actuarial (gain) loss ( 9,876 ) ( 86,387 )

Actuarial loss (gain) 15,703 ( 9,876 )

Benefits paid ( 13,021 ) ( 12,130 )

Liability (gain)/loss due to curtailment — ( 1,027 )

Settlements ( 22,620 ) —

6 unchanged sentences

Settlements ( 22,620 ) —

Employer contributions — 112

Fair value of plan assets, end of year 193,192 210,031

8 unchanged sentences

2024 September 24

Unrecognized net actuarial gain (loss) 21,246 10,450

Unrecognized net actuarial gain 12,550 21,246

Unrecognized prior service cost ( 3,746 ) ( 4,593 )

12 unchanged sentences

The assumptions related to the expected long-term return on Plan assets are developed through an analysis of historical market returns, current market conditions and composition of Plan assets.

For the year ended September 29, 2024, the most significant driver of the decrease in benefit obligation was the voluntary lump sum offering.

Additionally, the Plan recognized actuarial losses due to decreases in bond yields that resulted in decreases to the discount rate.

For the year ended September 24, 2023, the most significant driver of the decrease in benefit obligation was the actual return on assets exceeding expected returns and higher actuarial gains experienced by the Plan.

The Plan recognized actuarial gains due to increases in bond yields that resulted in increases to the discount rate.

For the year ended September 25, 2022, the most significant driver of the decrease in benefit obligation was the higher actuarial gains experienced by all plans and the Annuity Purchase mentioned above.

The plans recognized actuarial gains due to significant increases in bond yields that resulted in increases to the discount rates.

Discount rate increases were partially offset by actual return on assets falling behind expected returns for the year.

The primary objective of our investment strategy is to satisfy our pension obligations at a reasonable cost.

Assets are actively invested to balance real growth of capital through appreciation, reinvestment of dividend and interest income, and safety of invested funds.

Assets are actively invested to achieve a 100% liability hedge (which includes fixed income investments and cash).

Our investment policy outlines the governance structure for decision-making, sets investment objectives and restrictions and establishes criteria for selecting and evaluating investment managers.

3 unchanged sentences

The weighted-average asset allocation of our pension assets, is as follows:

(Percent) Policy Allocation Actual Allocation

(Percent) Policy Allocation Policy Allocation Actual Allocation

Asset Class September 29

1 unchanged sentence

2023 September 29

2024 September 24

Fixed Income 100 — 95 —

Equity securities — 25 — 25

4 unchanged sentences

Assets include cash and cash equivalents and receivables from time to time due to the need to reallocate assets within policy guidelines.

Due to the timing of the annuity purchase (as discussed above), funds were organized in a way that provided sufficient liquidity for the transaction.

This caused our pension plans asset allocation to differ significantly from our desired policy as of September 25, 2022.

Fair Value Measurements

2 unchanged sentences

Cash and cash equivalents — 3,191 — —

Domestic equity securities 2,252 30,885 — —

International equity securities — 7,565 5,644 —

Emerging equity securities — 6,263 — —

Debt securities — 78,740 52,304 —

Fixed income securities 5,043 — 179,042 —

Hedge fund investments 5,931 — — —

8 unchanged sentences

There were no purchases, sales or transfers of assets classified as Level 3 in 2024 or 2023.

Pension assets that are excluded from the fair value hierarchy and are measured at net asset value or "NAV", include three investments:

Pension assets that are excluded from the fair value hierarchy and are measured at net asset value or "NAV", include five investments:

small cap value equity common/collective fund for which fund prices are not publicly available.

The balance of this investment is $ 2.3 million and $ 2.2 million as of September 24, 2023 and September 25, 2022, respectively.

This investment was completely liquidated during 2024, the balance was $ 2.3 million as of September 24, 2023.

We can redeem this fund on a monthly basis.

• Global equity long/short common/collective hedge fund-of-funds for which fund prices are established on a monthly basis.

The balance of this investment is $ 11.7 million and $ 16.7 million as of September 24, 2023 and September 25, 2022, respectively.

The investment was completely liquidated during 2024, the balance was $ 11.7 million as of September 24, 2023.

We can redeem up to 90 % of our investment in this fund within 90 - 120 days of notice with the remaining distributed following completion of the audit of the Fund's financial statements for the year.

2 unchanged sentences

We can redeem up to 50 % of our investment in this fund twice per year.

The activity within Other comprehensive income (loss) for both pension plans and postretirement plans was as follows:

(Thousands of Dollars) 2023 2022 2021

Comprehensive (loss) income, net of taxes:

Change in unrecognized benefit plan gain (loss) arising during the period, net of taxes $ 240 , $ 279 , and $ 19,148 , respectively

( 560 ) ( 14,485 ) 59,663

Amortization of items to periodic pension and other post-employment benefit costs during the period, net of taxes $ 3,414 , $ 6,389 , and $ 819 , respectively

10,750 ( 11,049 ) 2,574

Other comprehensive (loss) income recognized in operations, net of taxes 10,190 ( 25,534 ) 62,237

• Global long common/collective fund for which funds prices are not publicly available.

The balance of this investment is $ 2.5 million as of September 29, 2024.

We can redeem this fund on a daily basis.

• Global long/short common/collective fund for which funds prices are not publicly available.

The balance of this investment is $ 2.5 million as of September 29, 2024.

We can redeem this fund on a daily basis.

Accumulated Other Comprehensive Income (Loss)

The following tables summarize the components of, and the changes in, Accumulated other comprehensive income (loss), net of tax:

(Thousand of Dollars)

Pension and postretirement benefit plans

Balance at September 27, 2021 $ 42,187

Other comprehensive loss before reclassifications $ ( 20,866 )

Amounts reclassified from accumulated other comprehensive income (a)(b)

Net current period other comprehensive income (loss), net of taxes

Balance at September 25, 2022

Other comprehensive income before reclassifications $ 10,750

Amounts reclassified from accumulated other comprehensive income (a)(b)

Net current period other comprehensive income (loss), net of taxes

Balance at September 24, 2023

Other comprehensive loss before reclassifications $ ( 3,924 )

Amounts reclassified from accumulated other comprehensive income (a)(b)(c)

Net current period other comprehensive income (loss), net of taxes

Balance at September 29, 2024

(a) Accumulated other comprehensive income (loss) component represents amortization of actuarial loss and is included in the computation of net periodic benefit cost.

See Note 7 - Defined Benefit Pension Plan and Note 8 - Postretirement and Postemployment Benefits.

(b) Amounts reclassified from accumulated other comprehensive income (loss) are recorded net of tax impacts of $ 0.2 million, $ 0.2 million, $ 2.0 million for the years ended September 29, 2024, September 24, 2023, and September 25, 2022, respectively.

(c) Amounts reclassified from accumulated other comprehensive income (loss) include a pension settlement gain of $ 2.4 million for the year ended September 29, 2024.

See Note 7 - Defined Benefit Pension Plan.

Based on our forecast at September 29, 2024, we expect to make no contributions to our pension trust in 2025.

4 unchanged sentences

The net benefit obligation for these plans are $ 0.6 million and $ 0.6 million at September 29, 2024 and September 24, 2023, respectively.

Subsequent Event

Subsequent to September 24, 2023, the Company offered a voluntary lump sum payment of future pension benefits to terminated vested participants of the Plan.

As of November 30, 2023, 522 participants representing $ 22.6 million in Plan liabilities have elected to take the voluntary offer.

POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS

1 unchanged sentence

The level and adjustment of participant contributions vary depending on the specific plan.

Our liability and related expense for benefits under the postretirement plans are recorded over the service period of active employees based upon annual actuarial calculations.

Our liability

and related expense for benefits under the postretirement plans are recorded over the service period of active employees based upon annual actuarial calculations.

We accrue postemployment disability benefits when it becomes probable that such benefits will be paid and when sufficient information exists to make reasonable estimates of the amounts to be paid.

During the year ended September 29, 2024, the Company completed the outsourcing of certain printing operations, which ceased postretirement medical benefits for a group of employees.

The Company recognized a non-cash curtailment gain of $ 1.2 million which is reflected within "Curtailment/Settlement gains" on the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss).

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

5 unchanged sentences

Amortization of prior service benefit ( 375 ) ( 647 ) ( 647 )

Curtailment gains — — ( 23,830 )

Curtailment gain ( 1,184 ) — —

Net periodic postretirement benefit ( 3,426 ) ( 2,177 ) ( 2,246 )

Changes in benefit obligations and plan assets are as follows:

Changes in projected benefit obligations (which approximates the accumulated benefit obligation at each period end) and plan assets are as follows:

(Thousands of Dollars) 2024 2023

4 unchanged sentences

Benefits paid, net of premiums received ( 1,712 ) ( 652 )

Medicare Part D subsidies — ( 12 )

Liability (gain)/loss due to curtailment ( 1,184 ) —

Benefit obligation, end of year 10,217 11,252

39 unchanged sentences

Administrative costs related to indemnity plans are assumed to increase at the health care cost trend rates noted above.

In 2021 , we notified certain participants in one of our postemployment medical plans of changes to their plan, including elimination of coverage for certain participants.

These changes resulted in a non-cash curtailment gain of $ 23.8 million in 2021 .

The curtailment gain is recorded in Curtailment gain in the Consolidated Statements of Income (loss) and Comprehensive Income (loss).

These charges also reduced the postemployment benefit obligation by $ 23.8 million in 2021 .

For the year ended September 24, 2023 , the most significant driver of the decrease in benefit obligations for the plans was the higher actual return on assets compared to expectations.

For the year ended September 29, 2024, the most significant driver of the decrease in benefit obligations for the plans was the curtailment, see above for details.

For the year ended September 24, 2023, the most significant driver of the decrease in benefit obligations for the plans was the higher actual return on assets compared to

expectations.

The plans also recognized actuarial gains due to increases in bond yields that resulted in increases to the discount rates.

For the year ended September 25, 2022, the most significant driver of the decrease in benefit obligations for the plans was the higher actuarial gains experienced by all plans.

The plans recognized actuarial gains due to significant increases in bond yields that resulted in increases to the discount rates.

Discount rate increases were partially offset by actual return on assets falling behind expected returns for the year.

Assets of the retiree medical plan are invested in a master trust.

11 unchanged sentences

2023 September 29

2024 September 24

Equity securities 25 20 25 20

Debt securities — 70 — 68

Fixed income securities 75 — 73 —

Hedge fund investment — 10 — 12

6 unchanged sentences

Cash and cash equivalents — 436 — —

Domestic equity securities 870 2,303 — —

Emerging equity securities — 535 — —

International equity securities — 814 600 —

Debt securities — 17,615 — —

Equity securities — 6,983 — —

Fixed income securities — 20,392 — —

Hedge fund investment 236 — — —

10 unchanged sentences

small cap value equity common/collective fund for which fund prices are not publicly available.

The balance of this investment is $ 0.9 million and $ 0.8 million as of September 24, 2023 and September 25, 2022, respectively.

The balance of this investment is $ — and $ 0.9 million as of September 29, 2024 and September 24, 2023, respectively.

We can redeem this fund on a monthly basis.

34 unchanged sentences

GCIU- Employer Retirement Fund Critical Critical Implemented — — — No 91-6024903 N/A (1)

9, International Association of Machinists and Aerospace Workers Pension Trust Green Endangered N/A — — 15 N/A 51-0138317 N/A (1)

9, International Association of Machinists and Aerospace Workers Pension Trust Endangered Endangered Implemented — — — N/A 51-0138317 N/A (1)

CWA/ITU negotiated Pension Plan Critical Critical Implemented — — — No 13-6212879 N/A (1)

IAM National Pension Fund Green Green N/A — 45 57 N/A 51-6031295 N/A (1)

Operating Engineers Central Pension Fund of the International Union of Operating Engineers and Participating Employers Green Green N/A 32 50 49 N/A 36-6052390 12/31/2023

Operating Engineers Central Pension Fund of the International Union of Operating Engineers and Participating Employers Green Green N/A — 32 50 N/A 36-6052390 N/A (1)

(1) The Company has withdrawn from the multiemployer plan

The Company has effectuated withdrawals from all but one multiemployer plan.

The Company has effectuated withdrawals from all multiemployer plans.

We record estimates of withdrawal liabilities as of the time the contracts agreeing to withdraw from those plans are ratified.

1 unchanged sentence

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

Several multiemployer plans have CBAs that expire in the next twelve months.

It is reasonably possible that if the Company is unable to renegotiate these agreements employees could go on strike which could disrupt the normal operations of the Company.

Of our employees in CBAs, approximately 55 % have CBAs that expire in the next 12 months.

Warrant Agreement

In connection with the previous 2nd Lien Term Loan entered into as part of the 2014 Refinancing, we entered into the Warrant Agreement.

Under the Warrant Agreement, certain affiliates or designees of the 2nd Lien Lenders received on March 31, 2014, their pro rata share of Warrants to purchase, in cash, 600,000 shares of Common Stock, subject to adjustment pursuant to anti-dilution provisions.

The Warrants represent, when fully exercised, approximately 10.1 % of shares of Common Stock outstanding at March 30, 2014, on a fully diluted basis.

The exercise price of the Warrants was $ 41.90 per share.

The Warrant Agreement contained a cash settlement provision in the event of a change of control prior to March 31, 2018, as well as other provisions requiring the Warrants to be measured at fair value and classified as warrants and other liabilities in our Consolidated Balance Sheets.

We re-measured the liability to fair value each reporting period, with changes reported in other non-operating income (expense).

The initial fair value of the Warrants was $ 16.9 million.

The Warrants expired in March 2022.

In connection with the issuance of the Warrants, we entered into the Registration Rights Agreement.

The Registration Rights Agreement requires, among other matters, that we use our commercially reasonable efforts to file and maintain the effectiveness for certain specified periods of a shelf registration statement covering the shares of Common Stock upon exercise of the Warrants.

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.

STOCK OWNERSHIP PLANS

Total non-cash stock compensation expense is $ 1.8 million, $ 1.3 million and $ 0.9 million, in 2023, 2022 and 2021, respectively.

Total non-cash stock compensation expense is $ 1.8 million, $ 1.8 million.

and $ 1.3 million, in 2024, 2023, and 2022, respectively.

At September 29, 2024, we have reserved 69,107 shares of Common Stock for issuance to employees under an incentive and non-statutory stock option and restricted stock plan approved by stockholders, of which 69,107 shares are available for granting of non-qualified stock options or issuance of restricted Common Stock.

29 unchanged sentences

Total unrecognized compensation expense for unvested restricted Common Stock at September 29, 2024 is $ 1.3 million, which will be recognized over a weighted average period of 1.4 years.

The total fair value of shares that vested during 2024, 2023, and 2022 were $ 0.4 million, $ 1.1 million, and $ 1.4 million, respectively.

Employee Stock Purchase Plans

2 unchanged sentences

There has been no activity under these plans in 2024, 2023, or 2022.

Income tax expense (benefit) consists of the following:

Income tax (benefit) expense consists of the following:

(Thousands of Dollars) 2024 2023 2022

Current Taxes:

Federal 2,430 4,528 4,932

State 488 ( 336 ) 142

Deferred ( 4,541 ) ( 4,376 ) 6,044

2,918 4,192 5,074

Deferred Taxes:

Federal ( 9,388 ) ( 4,973 ) ( 3,913 )

State ( 1,140 ) 432 ( 463 )

( 10,528 ) ( 4,541 ) ( 4,376 )

Income tax expense ( 7,610 ) ( 349 ) 698

Income tax (benefit) expense related to operations differs from the amounts computed by applying the U.S.

federal income tax rate to income (loss) before income taxes.

federal income tax rate to (loss) income before income taxes.

The reasons for these differences are as follows:

8 unchanged sentences

Valuation allowance ( 2.4 ) 28.8 ( 123.3 )

State net operating loss expiration ( 3.0 ) ( 12.8 ) 135.2

Wage credit, net addback 0.1 — ( 7.5 )

1 unchanged sentence

Interest and penalties ( 0.3 ) ( 9.0 ) —

Recognition of basis differences 1.6 7.5 —

Other 0.2 ( 6.7 ) —

13 unchanged sentences

Pension and postretirement benefits 2,454 1,102

Long-term debt 159 161

Interest deduction limitation 16,097 9,828

1 unchanged sentence

ASC 842 - Leases DTA 9,306 11,037

Accrued compensation 2,341 1,914

Accrued expenses 1,510 1,663

Other 6,211 5,667

2 unchanged sentences

Net deferred income tax liabilities ( 28,403 ) ( 41,351 )

All deferred taxes are categorized as non-current.

A reconciliation of 2024 and 2023 changes in gross unrecognized tax benefits is as follows:

12 unchanged sentences

At September 29, 2024 and September 24, 2023, we had a deferred tax asset of $ 16.1 million and $ 9.8 million, respectively, related to disallowed interest expense.

The Company is current undergoing a New York Franchise Tax audit that includes fiscal year periods 2019 through 2021.

The valuation allowance increased from $ 25.8 million in 2023 to $ 26.5 million in 2024.

During 2024, it was determined to be more likely than not that the Company would not be able to realize all of its disallowed interest expense carryforwards.

Therefore, a valuation allowance was established on the amount of the deferred tax assets determined to not be realizable.

The valuation allowance decreased by $ 0.9 million and $ 1.0 million in 2023 and 2022, respectively.

The Company is currently undergoing a New York Franchise Tax audit that includes fiscal year periods 2019 through 2021.

Certain of the Company's state income tax returns for the year ended September 24, 2017 are open for examination.

The Federal and remaining state returns are open beginning with the September 30, 2018 year.

At September 24, 2023, we have state tax benefits of approximately $ 43.3 million in net operating loss ("NOL") carryforwards that expire between 2022 and 2040.

At September 29, 2024, we have state tax benefits of approximately $ 43.3 million in net operating loss ("NOL") carryforwards.

Of the NOL balance, $ 41.3 million expire between 2024 and 2044 and $ 2.0 million have an indefinite carryforward period.

These NOL carryforwards result in a deferred income tax asset of $ 34.2 million at September 29, 2024, a portion of which is offset by a valuation allowance.

2 unchanged sentences

The carrying amounts of cash equivalents, accounts receivable, and accounts payable approximate fair value because of the short maturity of those instruments.

Certain other investments totaling $ 3.9 million, including our 16.7 % ownership of the non-voting common stock and 0.7 % of the voting common stock of TCT, which represents 8.7 % of total TCT stock, and a private equity investment, are carried at cost.

Certain other investments totaling $ 4.4 million, including our 16.7 % ownership of the non-voting common stock and 0.7 % of the voting common stock of TCT, which represents 8.7 % of total TCT stock, are carried at cost.

Certain other investments totaling $ 1.7 million, which include securities held in trust under a deferred compensation arrangement, are carried at fair value with gains and losses reported in earnings.

2 unchanged sentences

Our fixed rate debt consists of $ 445.9 million principal amount of the Term Note.

At September 24, 2023 the fair value is $ 392.2 million.

This represents a Level 2 fair value measurement.

As discussed more fully in Notes 5 and 10 , we recorded a liability for the Warrants issued in connection with the Warrant Agreement.

The liability was initially measured at its fair value and we re-measure the liability to fair value each reporting period, with changes reported in other non-operating income (expense).

The initial fair value of the Warrants was $ 16.9 million.

The fair value of the Warrants at September 24, 2023, September 25, 2022, and September 26, 2021 was zero , $ 0.1 million and $ 0.3 million, respectively.

In other, net non-operating income (expense) in the Consolidated Statements of Income (loss) and Comprehensive Income (Loss), we recognized income of $ 0 in 2023, $ 0.1 million in 2022, and $ 0.3 million in 2021, for adjustments in the fair value of the Warrants.

The Warrants expired in March 2022.

The following assumptions were used to estimate the fair value of the Warrants:

2023 2022 2021

Volatility (Percent) — — 43

Risk-free interest rate (Percent) — — 0.05

Expected term (Years) — — 0.5

Estimated fair value (Dollars) — — 0.12

EARNINGS PER COMMON SHARE

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

At September 29, 2024 the fair value is $ 398.6 million, representing a Level 2 fair value measurement, which are fair values estimated using significant other observable inputs for similar instruments.

The inputs used in this measurement include the 20 year treasury rate as the risk free interest rate and a US high yield index option-adjusted spread.

There has been no changes in the valuation approach and technique from prior periods.

LOSS PER COMMON SHARE

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

(Thousands of Dollars and Shares, Except Per Common Share Data) 2024 2023 2022

(Loss) income attributable to Lee Enterprises, Incorporated:

Loss attributable to Lee Enterprises, Incorporated:

( 25,845 ) ( 5,267 ) ( 2,017 )

Weighted average Common Stock 6,037 5,946 5,873

Less non-vested restricted Common Stock ( 170 ) ( 167 ) ( 156 )

Basic average Common Stock 5,867 5,779 5,717

Dilutive stock options and restricted Common Stock — — 109

Diluted average Common Stock 5,867 5,779 5,826

Earnings per common share:

Weighted average Common Shares 6,145 6,037 5,946

Less non-vested restricted Common Shares ( 201 ) ( 170 ) ( 167 )

Basic weighted average Common Shares 5,944 5,867 5,779

Dilutive stock options and restricted Common Shares — — —

Diluted weighted average Common Shares 5,944 5,867 5,779

Loss per common share:

( 4.35 ) ( 0.90 ) ( 0.35 )

Diluted ( 4.35 ) ( 0.90 ) ( 0.35 )

For 2021 we had 600,000 weighted average shares not considered in the computation of diluted earnings per share because the exercise prices of the related stock options and Warrants were in excess of the fair market value of our Common Stock.

For 2024, 2023, and 2022 we had 192,737 , 48,955 , and 74,304 weighted average shares, respectively, not considered in the computation of diluted earnings per share because the Company recorded net losses.

27 unchanged sentences

We have considered the alternative interpretations that may be assumed by the various taxing agencies, believe our positions taken regarding our filings are valid, and that adequate tax liabilities have been recorded to resolve such matters.

However, the actual outcome cannot be determined with certainty and the difference could be material, either positively or negatively, to the Consolidated Statements of Income and Comprehensive Income (Loss) in the periods in which such matters are ultimately determined.

However, the actual outcome cannot be determined with certainty and the difference could be material, either positively or negatively, to the Consolidated Statements of (Loss) Income and Comprehensive Income (Loss) in the periods in which such matters are ultimately determined.

We do not believe the final resolution of such matters will be material to our consolidated financial position or cash flows.

3 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.

While we are unable to predict the ultimate outcome of these legal actions except for one case, which amounts are recognized in "Prepaids and Other" and "Compensation and other accrued liabilities" on the Consolidated Balance Sheets), 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.

The 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 September 29, 2024, respectively.

Report of Independent Registered Public Accounting Firm

3 unchanged sentences

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Lee Enterprises, Incorporated (the “Company”) as of September 24, 2023 and September 25, 2022, the related consolidated statements of income (loss) and comprehensive income (loss), stockholders’ equity (deficit), and cash flows for the fiscal years ended September 24, 2023 and September 25, 2022, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 24, 2023, and September 25, 2022, and the results of its operations and its cash flows for the fiscal years ended September 24, 2023, and September 25, 2022 , in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of September 24, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated December 8, 2023, expressed an adverse opinion thereon.

We have audited the accompanying consolidated balance sheets of Lee Enterprises, Incorporated (the “Company”) as of September 29, 2024 and September 24, 2023, the related consolidated statements of (loss) income and comprehensive (loss) income, (deficit) equity, and cash flows for each of the three fiscal years in the period ended September 29, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 29, 2024 and September 24, 2023, and the results of its operations and its cash flows for each of the three fiscal years in the period ended September 29, 2024 , in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of September 29, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated December 13, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

4 unchanged sentences

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

5 unchanged sentences

(1) related to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of indefinite-lived mastheads

3 unchanged sentences

The Company determines fair value using the relief from royalty method, which utilizes a discounted cash flow model to determine the fair value of each masthead.

The significant assumptions used in the determination of the fair value of indefinite-lived mastheads are the discount

rate (weighted-average cost of capital) and royalty rates.

The significant assumptions used in the determination of the fair value of indefinite-lived mastheads are the discount rate (weighted-average cost of capital) and royalty rates.

During the year ended September 29, 2024, the Company recognized impairments of $7.8 million on these indefinite-lived mastheads.

3 unchanged sentences

• Utilizing personnel with specialized skills and knowledge in valuation, who assisted in:

• Evaluating the discount rate by developing an independent expectation range using independently obtained market data of guideline public companies and compared to the rate used by the Company;

◦ Evaluating the discount rate by developing an independent expectation range using independently obtained market data of guideline public companies and comparing to the rate used by the Company;

◦ Evaluating the royalty rates by (i) evaluating management’s profit-split analysis and (ii) comparing them to a range based on publicly available royalty rates.

/s/ BDO USA, P.C.

We have served as the Company's auditor since 2021.

Chicago, Illinois

December 8, 2023

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Lee Enterprises, Incorporated:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of income (loss) and comprehensive income (loss), stockholders’ equity (deficit), and cash flows of Lee Enterprises, Incorporated and subsidiaries (the Company) for the 52-week period ended September 26, 2021, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the results of the Company’s operations and its cash flows for the 52-week period ended September 26, 2021, in conformity with U.S.

generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

We served as the Company’s auditor from 2008 to 2021.

/s/ BDO USA, P.C.

Chicago, Illinois

7 unchanged sentences

3.2 * Second Amended and Restated By-Laws of Lee Enterprises, Incorporated effective as of June 26, 2019 (Exhibit 3.1 to Form 8-K filed June 27, 2019)

4.1 * Form of Indenture of Lee Enterprises, Incorporated (Exhibit 4.3 to Form S-3 Registration Statement filed on February 10, 2020)

4.2 * Warrant Agreement dated as of March 31, 2014 between Lee Enterprises, Incorporated and Equiniti Trust Company (formerly Wells Fargo Bank, National Association) (Exhibit 4.2 to Form 8-K filed on April 4, 2014)

4.3 * Registration Rights Agreement dated as of March 31, 2014 among Lee Enterprises, Incorporated, Mudrick Capital Management, LP, Hawkeye Capital Management, LLC, Cohanzick Management, LLC, Aristeia Capital, L.L.C., CVC Credit Partners, LLC, Franklin Mutual Advisors, LLC and Wingspan Master Fund, LP (Exhibit 4.3 to Form 8-K filed on April 4, 2014)

4.4 * Rights Agreement dated as of November 24, 2021, between Lee Enterprises, Incorporated and Equiniti Trust Company, as Rights Agent (Exhibit 4.1 to Current Report on Form 8-K filed on November 24, 2021)

Rights Agreement, dated as of March 28, 2024, between Lee Enterprises, Incorporated and Equiniti Trust Company, LLC, as rights agent (Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the SEC on March 29, 2024)

10.1 * Asset and Stock Purchase Agreement dated January 29, 2020 by and among Lee Enterprises, Incorporated, Berkshire Hathaway Inc.

13 unchanged sentences

10.6 * Amended and Restated Joint Operating Agreement, dated December 22, 1988, between Star Publishing Company and Citizen Publishing Company (Exhibit 10.2 to Form 10-Q for the Fiscal Quarter Ended June 30, 2005)

Number Description

10.7 * Amended and Restated Partnership Agreement, dated as of November 30, 2009, between Star Publishing Company and Citizen Publishing Company (Exhibit 10.2 to Form 10-Q for the Fiscal Quarter Ended December 27, 2009)

1 unchanged sentence

10.9 * License Agreement (Star), as amended and restated November 30, 2009, between Star Publishing Company and TNI Partners (Exhibit 10.3 to Form 10-Q for the Fiscal Quarter Ended December 27, 2009)

Number Description

10.10 * License Agreement (Citizen), as amended and restated November 30, 2009, between Citizen Publishing Company and TNI Partners (Exhibit 10.4 to Form 10-Q for the Fiscal Quarter Ended December 27, 2009)

1 unchanged sentence

Louis Post-Dispatch LLC (Exhibit 10.7 to Form 10-Q for the Fiscal Quarter Ended June 30, 2005)

10.12 * Non-Confidentiality Agreement, dated as of May 1, 2000 (Exhibit 10.10 to Form 10-Q for the Fiscal Quarter Ended June 30, 2005)

Lee Enterprises, Incorporated 2020 Long-Term Incentive Plan (effective February 19, 2020) (Exhibit 4.2 to Registration Statement on Form S-8 (Reference No.

7 unchanged sentences

Form of Employment Agreement between Lee Enterprises, Incorporated and Certain of its Senior Executive Officers (Exhibit 10.31.3 to Form 10-K for the Fiscal Year Ended September 30, 2018)

Number Description

Form of Indemnification Agreement for Lee Enterprises, Incorporated Directors and Executive Officers Group (Exhibit 10.32 to Form 10-K for the Fiscal Year Ended September 30, 2018)

Lee Enterprises, Incorporated Amended and Restated Incentive Compensation Program (Effective February 22, 2017) (Appendix B to Schedule 14A Definitive Proxy Statement for 2017)

19 L ee Enterprises , Incorporated Insider Trading Policy effective as of September 21, 2023

Lee Enterprises, Incorporated Insider Trading Policy effective as of September 21, 2023 (Exhibit 19 of the Annual Report on Form 10-K for the Fiscal Year ended September 24, 2023)

21 Subsidiaries and associated companies

23 Consent of KPMG LLP, Independent Registered Public Accounting Firm

23.1 Consent of BDO USA, P.C.

, Independent Registered Public Accounting Firm

23 Consent of BDO USA, P.C., Independent Registered Public Accounting Firm

24 Power of Attorney

Number Description

31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

1 unchanged sentence

32 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97 L ee Enterprises, Incorporated Recovery of Erroneously Awarded Executive Compensation Policy effective as of September 21, 2023

Lee Enterprises, Incorporated Recovery of Erroneously Awarded Executive Compensation Policy effective as of September 21, 2023 (Exhibit 97 to to Annual Report on Form 10-K for the Fiscal Year Ended September 24, 2023)

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)

21 unchanged sentences

Moloney III Director

Pearson Director

/s/ Gregory P.

Schermer Director

/s/ Madeline McIntosh Director

Madeline McIntosh

/s/ Jonathan Miller Director

Jonathan Miller

Mowbray President and Chief Executive Officer, and Director

2 unchanged sentences

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-K

Item 9A. Controls and Procedures