Lee Enterprises closes $50M private placement, change of control; CEO/CFO depart

On February 5, 2026, the Company closed (the “Closing”) its previously announced private placement (the “Private Placement”) and, pursuant to the terms of that certain stock purchase agreement (the “Purchase Agreement”) by and among the Company, David Hoffmann (the “Anchor Investor”) and certain additional investors (the “Other Investors” and, together with the Anchor Investor, the “Investors”), sold an aggregate of 15,384,615 shares (the “Base PIPE Common 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 to the Investors. In connection with the Closing, pursuant to the terms of the Purchase Agreement, the Company issued an additional 615,385 shares of Common Stock (the “Fee Reimbursement Shares” and, together with the Base PIPE Common Shares, the “Shares”) as reimbursement of certain of the Anchor Investor’s expenses at a price of $3.25 per share.

on February 4, 2026, the Company filed a certificate of elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware eliminating the Series C Preferred Stock and returning them to authorized but unissued shares of the Company’s Serial Convertible Preferred Stock, without par value, without designation.

on February 3, 2026, the Company held a special meeting of its stockholders (the “Special Meeting”) at which, among other matters of business acted upon, the Company’s stockholders approved an amendment (the “Charter Amendment”) to the Company’s amended and restated certificate of incorporation to increase the number of shares of Common Stock authorized for issuance from 12,000,000 shares to 40,000,000 shares (the “Additional Common Stock Proposal”). The Charter Amendment became effective as of February 3, 2026.

On February 4, 2026, Lee Enterprises, Incorporated (the "Company") and Equiniti Trust Company, LLC (the "Rights Agent") entered into Amendment No. 2 ("Amendment No. 2") to the Rights Agreement, dated as of March 28, 2024, by and between the Company and the Rights Agent (as amended by Amendment No. 1 to the Rights Agreement, dated as of March 26, 2025, the "Rights Agreement"). Amendment No. 2 terminated the Rights Agreement by advancing the Final Expiration Time (as defined in the Rights Agreement) to 5:00 P.M., New York City time, on February 4, 2026.

As previously disclosed, on December 30, 2025, the Company entered into the Second Amendment to Credit Agreement (the "Credit Agreement Amendment"), which amended the Company's existing Credit Agreement, dated January 29, 2020 (as amended by that Waiver and Amendment dated May 1, 2025), with BH Finance LLC.

In connection with the Closing (as defined below), on February 5, 2026, as previously disclosed, the Company entered into a registration rights agreement (the "Registration Rights Agreement") with the Investors (as defined below).