Other Information
−Removed: On February 3, 2025, the Company experienced a technology outage due to a cyber incident affecting certain business applications, resulting in an operational disruption.
−Removed: The Company is actively investigating the incident, implementing recovery measures, and assessing the potential impact on its operations, financial condition, and internal controls.
−Removed: As of the date of this filing, the Company has not identified any impact that is material;
−Removed: however, the evaluation remains ongoing.
+Added: Cybersecurity Incident
+Added: On February 3, 2025, the Company experienced a systems outage caused by a cybersecurity attack by threat actors who unlawfully accessed the Company's network, encrypted critical applications, and exfiltrated certain files (the "Cyber Incident").
+Added: Upon discovery, the Company promptly activated its incident response plan, engaging both internal teams and third-party cybersecurity experts.
+Added: In coordination with legal counsel, the Company notified the relevant law enforcement about the matter, and will notify relevant federal and state regulatory bodies, and applicable consumer protection agencies, as necessary.
+Added: During the three months ended March 30, 2025, the Company incurred $ 1,900,000 of expenses related to the Cyber Incident.
+Added: These expenses are recognized in "Restructuring and Other" in the Consolidated Statements of Loss and Comprehensive Loss.
+Added: The Cyber Incident remains under legal and forensic investigation, including evaluation of the extent and potential risk related to unauthorized access to sensitive data.
+Added: The Company maintains cyber insurance coverage to limit its exposure to losses such as those related to the Cyber Incident, subject to a $ 500,000 deductible.
+Added: Coverage includes, among other things, the cost of recovery and restoration as well as business interruption.
+Added: The Company has submitted claims to its insurers for reimbursement of certain costs, expenses, and losses stemming from the Cyber Incident.
+Added: To date, no reimbursements have been received, however the claims processing is ongoing as of the date of this filing.
Rights Agreement
4 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
+Added: The Rights Agreement was to continue in effect until March 27, 2025, or unless earlier redeemed or terminated by the Company, as provided in the Rights Agreement.
+Added: On March 27, 2025, the Board of Directors extended the termination date of the Rights Agreement to March 27, 2026 The Rights have no voting or dividend privileges, and, unless and until they become exercisable, have no dilutive effect on the earnings of the Company.
The Rights Agreement applies equally to all current and future stockholders and is not intended to deter offers or preclude our Board of Directors from considering acquisition proposals that are fair and otherwise in the best interest of our stockholders.
4 unchanged sentences
Number Description
+Added: Amendment No.
+Added: 1 to Rights Agreement, dated as of March 26, 2025, between Lee Enterprises, Incorporated and Equiniti Trust Company, LLC, as rights agent (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 26, 2025)
+Added: W aiv er and Amendment to Credit Agree ment among Lee Enterprises, Incor pora ted, BH Finance LLC, and BH Media Group, Inc.
+Added: dated May 1, 2025 (incorporated by reference to Exhibit 10.1 of the company's Current Report on Form 8-K filed on May 5 , 2025)
31.1 Rule 13a-14(a) Certification of Chief Executive Officer
12 unchanged sentences
/s/ Timothy R.
−Removed: Millage February 7, 2025
+Added: Millage May 9, 2025
Vice President, Chief Financial Officer and Treasurer
1 unchanged sentence
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.