Lee Enterprises, INC 8-K Filing

Key Financial Figures

• $0.01 — f the Company's common stock, par value $0.01 per share (the "Common Stock"), at a pu
• $3.25 — "Common Stock"), at a purchase price of $3.25 per share. The aggregate gross proceeds
• $50.0 m — cement are expected to be approximately $50.0 million, before deducting offering expens
• $2.5 million — he Anchor Investor a termination fee of $2.5 million; (iv) by the Company or the Anchor Inve
• $2.0 million — reimburse the Anchor Investor for up to $2.0 million in expenses. At the Anchor Investor's o
• $1,500,000 — ) a severance payment to Mr. Mowbray of $1,500,000 payable in thirty-six installments and
• $64.0 million — emed Excess Cash Flow would be equal to $64.0 million. If the Closing occurs, the Interest Ra
• $18 million — lt in interest savings of approximately $18 million annually and up to $90 million over the
• $90 million — ximately $18 million annually and up to $90 million over the five-year period. A copy of t

Filing Documents

• ea0271182-8k_lee.htm (8-K) — 60KB
• ea027118201ex10-1_lee.htm (EX-10.1) — 275KB
• ea027118201ex10-2_lee.htm (EX-10.2) — 152KB
• ea027118201ex10-3_lee.htm (EX-10.3) — 60KB
• ea027118201ex10-4_lee.htm (EX-10.4) — 41KB
• ea027118201ex10-5_lee.htm (EX-10.5) — 24KB
• ea027118201ex99-1_lee.htm (EX-99.1) — 19KB
• 0001213900-25-126353.txt ( ) — 974KB
• lee-20251230.xsd (EX-101.SCH) — 4KB
• lee-20251230_def.xml (EX-101.DEF) — 26KB
• lee-20251230_lab.xml (EX-101.LAB) — 36KB
• lee-20251230_pre.xml (EX-101.PRE) — 25KB
• ea0271182-8k_lee_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Stock Purchase Agreement On December 30, 2025, Lee Enterprises, Incorporated (the "Company") entered into a stock purchase agreement (the "Purchase Agreement") with David Hoffmann (the "Anchor Investor") and certain additional investors (the "Other Investors" and, together with the Anchor Investor, the "Investors"), pursuant to which the Company agreed to issue and sell to the Investors in a private placement (the "Private Placement") an aggregate of 15,384,615 shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"), at a purchase price of $3.25 per share. The aggregate gross proceeds from the Private Placement are expected to be approximately $50.0 million, before deducting offering expenses. The Company expects to use the net proceeds for working capital and for other general corporate purposes. Pursuant to the terms of the Purchase Agreement, the Company has agreed to hold a special meeting of stockholders (the "Special Meeting") as promptly as reasonably practicable to obtain stockholder approval of (i) the proposed issuance of the Shares in the Private Placement for the purposes of Nasdaq Listing Rule 5635(b) and 5635(d) and (ii) a proposal to amend the Company's amended and restated certificate of incorporation (the "Charter Amendment") to increase the number of shares of Common Stock authorized for issuance from 12,000,000 shares to 40,000,000 shares (such proposals, the "Transaction Proposals" and the approval thereof, the "Stockholder Approval"). The Private Placement is expected to close (the "Closing") in the first quarter of 2026, following the receipt of Stockholder Approval. The Purchase Agreement contains customary representations, warranties and agreements of the Company and the Investors. The Investors have also agreed to a lock-up with respect to the Shares for a period of 180 days and standstill period of twelve months, subject to certain except

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure related to the Private Placement set forth above in

01 of this Current Report on Form 8-K is incorporated by reference herein

Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The disclosure related to the Retirement and Transition Agreement set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

01 Regulation FD

Item 7.01 Regulation FD. On December 30, 2025, the Company issued a press release announcing the Private Placement, a copy of which is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. The information furnished by and incorporated by reference in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing. 3 Important Additional Information This communication is being made in regard to the Special Meeting and the related proposals. In connection therewith, the Company intends to file a preliminary proxy statement with the SEC. Once the preliminary proxy statement is declared effective, a definitive proxy statement will be mailed or otherwise made available through permissible means to the Company's stockholders. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT ONCE AVAILABLE REGARDING THE PROPOSALS SET FORTH THEREIN AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSALS SET FORTH THEREIN. This Current Report on Form 8-K is not a substitute for the proxy statement or any other document that the Company may file with the SEC. Stockholders may obtain free copies of the proxy statement, any amendments or supplements thereto and other documents containing important information about the Company once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the "Investor Relations" section of the Company's website (https://investors.lee.net/). The Company and members of the Compan

Forward-Looking Statements

Forward-Looking Statements This communication includes forward-looking statements, including statements relating to the expected timing of the closing of the Private Placement (if at all), the use of proceeds of the Private Placement and the Credit Agreement Amendment and any expected interest savings as a result thereof. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as "may," "will," "should," "could," "expect," "intend," "plan," "anticipate," "potential," "outlook" or "shall," or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking the following: potential delays in consummating or the inability to consummate the Private Placement; the occurrence of any event, change or other circumstance that could give rise to the termination of the Purchase Agreement; failure to obtain Stockholder Approval; the effect of the pendency or completion of the Private Placement on the parties' business relationships and business generally; changes in the Company's corporate governance (

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1* Stock Purchase Agreement, dated as of December 30, 2025, by and among the Company, David Hoffmann and the Other Investors party thereto. 10.2 Form of Registration Rights Agreement. 10.3 Form of Voting Agreement. 10.4 Executive Retirement and Transition Agreement, dated as of December 30, 2025, by and between the Company and Kevin Mowbray. 10.5 Second Amendment to Credit Agreement, dated as of December 30, 2025, by and between the Company and the Lender. 99.1 Private Placement Press Release, dated December 30, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide a copy of any omitted schedule or exhibit to the SEC or its staff upon request. 5

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 30, 2025 LEE ENTERPRISES, INCORPORATED By: /s/ Timothy R. Millage Timothy R. Millage Vice President, Chief Financial Officer and Treasurer 6

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