LEE ENTERPRISES, Inc

S-11 ea0264049-01.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on November 10, 2025

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

Telephone: (563) 383-2100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Timothy R. Millage

Vice President, Chief Financial and Treasurer

Telephone: (563) 383-2100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:☒

If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this Registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

The prospectus accompanying this registration statement is being used to register and offer non-transferable Subscription Rights (as defined herein) to purchase shares of common stock of the registrant, and the shares of common stock issuable upon the exercise of such Subscription Rights, to existing holders of voting common stock of the registrant and the placement by Oppenheimer & Co. Inc. of any unsubscribed shares of common stock registered hereunder for an additional period of up to 45 days following expiration of the offering.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Preliminary Prospectus Subject to Completion, Dated November 10, 2025

Non-Transferable Subscription Rights to Purchase Shares of Common Stock

and up to Shares of Common Stock at $ per Share

Issuable upon Exercise of Subscription Rights or Subsequent Placement

We are distributing to holders (such holders referred to in this prospectus as “holders” or “you”) of our voting common stock, par value $0.01 per share (the “voting common stock”), at no charge, non-transferable subscription rights (the “Subscription Rights”) to purchase shares of our voting common stock and our convertible non-voting common stock, par value $0.01 (the “convertible non-voting common stock”, collectively with the voting common stock, the “common stock”), with an aggregate offering value of up to $50.0 million (the “Aggregate Rights Offering Amount” and the number of shares of common stock offered in respect of the Aggregate Rights Offering Amount, the “Offered Shares”). We refer to the offering that is the subject of this prospectus as the “Rights Offering.” In the Rights Offering, you will receive, on , 2025 (the “Commencement Date”), subject to rounding, one Subscription Right for every share of voting common stock beneficially owned as of 4:00 p.m., Central Time, on , 2025, the record date of the Rights Offering (the “Record Date”). Each Subscription Right will entitle the holder to purchase shares of our voting common stock at a subscription price per whole share equal to $ (the “Subscription Price”).

Each Subscription Right consists of a basic subscription right and an over-subscription privilege. If you exercise your basic subscription right in full, you will be entitled to an over-subscription privilege to purchase at the Subscription Price a portion of the Offered Shares that are not subscribed for as a result of the exercise of the basic subscription rights. In connection with the over-subscription privilege, you may request to purchase either our voting common stock or, in lieu of such voting common stock, our convertible non-voting common stock, in each case at the Subscription Price. You must elect to either purchase all voting common stock or all convertible non-voting common stock in connection with the over-subscription privilege. See “Prospectus Summary — Convertible Non-Voting Common Stock” for more information related to the convertible non-voting common stock.

If over-subscription requests exceed the number of Offered Shares, however, subject to the Regulatory Ownership Limitations, we will allocate the available shares of common stock, inclusive of any voting common stock and any convertible non-voting common stock requested in aggregate, on a prorated basis, subject to rounding, based on such holder’s amount over-subscribed for (after accounting for, and including, the exercise of such over-subscribing holder’s basic subscription rights). For the avoidance of doubt, no individual holder may submit an over-subscription request for more than the total number of Offered Shares.

Once made, all exercises of Subscription Rights are irrevocable. No fractional shares of our common stock will be issued. Holders may only exercise basic subscription rights or request shares of our common stock through the over-subscription privilege that would result in the issuance of a whole number of shares of our common stock. Subject to an exception for Only Fractional Holders (as defined herein), Subscription Rights will not be distributed in respect of any fractional shares of voting common stock held by holders, and any holder holding fractional shares of voting common stock will be rounded down to the nearest whole number for the purposes of the distribution of Subscription Rights. In the event that the Rights Offering would have been subscribed for a number of shares in excess of the Offered Shares solely due to the exercise of basic subscription rights, because of the rounding of fractional shares of voting common stock, all holders’ shares issued in the Rights Offering will be reduced in a proportional or otherwise equitable manner. Any excess subscription payments received by the Subscription Agent will be returned, as promptly as practicable, without interest or penalty.

You may only purchase the number of shares of common stock purchasable upon exercise of the number of basic subscription rights distributed to you in the Rights Offering, subject to reduction or adjustment as described herein, plus the over-subscription privilege, if any. Accordingly, the number of shares of common stock that you may purchase in the Rights Offering is limited by the number of shares of our voting common stock you held on the Record Date and by the extent to which other stockholders exercise their basic subscription rights and over-subscription privileges, which we cannot determine prior to completion of the Rights Offering.

The Subscription Rights will expire if they are not exercised by 4:00 p.m., Central Time, on , 2025 (as may be extended, the “Expiration Date”), unless the Rights Offering is extended or earlier terminated by us. If we elect to extend the Rights Offering, we will issue a press release announcing the extension no later than 8:00 a.m., Central Time, on the next business day after the most recently announced Expiration Date of the Rights Offering. We may extend the Rights Offering for a period of up to 30 days in our sole discretion.

The purpose of the Rights Offering is to raise equity capital in a process that provides all of our existing holders of voting common stock the opportunity to participate in the Subscription Rights on a pro rata basis, subject to certain adjustments and reductions. The net proceeds from the Rights Offering will be used for general corporate purposes, including capital expenditures and working capital, as well as other activities necessary for our operations, such as investments in technology with respect to advertising strategies, audience outreach, our internal operations, and digital products. We do not need to receive any minimum amount of proceeds to complete the Rights Offering. However, unless we receive the Aggregate Rights Offering Amount, the Potential Interest Rate Reduction Amount (as defined herein) may not become effective in connection with the Rights Offering and many benefits of the Rights Offering to us may not be realized.

For the Rights Offering, Kroll Issuer Services (US) (“Kroll”) is acting as the subscription agent (in such capacity, the “Subscription Agent”) and information agent (in such capacity, the “Information Agent”). All subscription payments will be deposited into an escrow account maintained by (or with respect to any payments received in accordance with the procedures of Depository Trust and Clearing Corporation overseen by) the Subscription Agent for the benefit of the holders exercising their subscriptions under the Rights Offering, and if the Rights Offering is not completed for any reason all funds will be returned as promptly as practicable, without interest or penalty, to such subscribers in the amounts advanced in connection with their respective exercises.

We have engaged Oppenheimer & Co. Inc. (“Oppenheimer” or the “dealer-manager”) as the dealer-manager for the Rights Offering. The Rights Offering is being conducted on a reasonable best efforts basis.

If the Rights Offering is not fully subscribed following the Expiration Date, including through the over-subscription privilege, Oppenheimer has additionally agreed to use its reasonable best efforts to place any of the remaining Offered Shares (such shares of common stock, the “unsubscribed shares”), at the Subscription Price for an additional period of up to 45 days. The number of shares of common stock that may be sold by us hereunder during this 45-day period will depend upon the number of shares of common stock that remain available hereunder following the subscription and exercise of Subscription Rights.

You should carefully consider whether to exercise your Subscription Rights prior to the Expiration Date. All exercises of Subscription Rights are irrevocable, even if the Rights Offering is extended by our board of directors for a period of up to 30 days.

If we amend the Rights Offering to allow for an extension of the Rights Offering for a period of more than 30 days or make a fundamental change to the terms of the Rights Offering set forth in this prospectus, you may cancel your subscription and receive a prompt refund of any money you have advanced. Our board of directors may cancel the Rights Offering at any time prior to the Expiration Date for any reason. In the event the Rights Offering is canceled, all subscription payments received by the Subscription Agent will be returned as promptly as practicable, without interest or penalty. However, if the Rights Offering is terminated, and you have purchased Subscription Rights in the open market, you will not receive any refund with respect to such purchase.

None of our principal stockholders or such directors or executive officers have entered into any binding commitment or agreement to exercise Subscription Rights received in the Rights Offering (or to exercise any over-subscription privilege). See “Principal Stockholder, Director and Executive Officer Information” and “Plan of Distribution.”

In the event that the exercise by a stockholder of the basic subscription right or the over-subscription privilege could, as determined in our sole discretion, potentially result in more than 20% of the outstanding shares of capital stock of the Company being owned or controlled, directly or indirectly, by or for the account of all “aliens” (as defined in the Company’s certificate of incorporation) as a group, we will be required to reduce the exercise by such stockholder of the basic subscription right or the over-subscription privilege to such number of shares of common stock as in our sole discretion determine to be advisable in order to comply with our certificate of incorporation (the “Foreign Ownership Limitations”). Further, in the event that the exercise by a stockholder of the basic subscription right or the over-subscription privilege could, as determined in our sole discretion, potentially result in a limitation on our ability

to use net operating losses, tax credits and other tax attributes, under the Internal Revenue Code of 1986, as amended, and rules promulgated by the Internal Revenue Service (collectively, the “Code”), we may, but are under no obligation to, reduce the exercise by such stockholder of the basic subscription right or the over-subscription privilege to such number of shares of common stock as determined in our sole discretion to be advisable in order to preserve our ability to use the Tax Attributes (as defined herein) (the “Tax Attribute Limitation”, together with the Foreign Ownership Limitation, the “Regulatory Ownership Limitations”). If the amount of Subscription Rights that you exercise is so limited, any amount not used for purchases also will be refunded.

Our board of directors is making no recommendation regarding your exercise of the Subscription Rights. Shares of our voting common stock are traded on Nasdaq under the symbol “LEE.” On , 2025, the closing sales price for our voting common stock was $ per share. The shares of voting common stock issued in the Rights Offering will also be traded on Nasdaq under the same symbol. The convertible non-voting common stock is not listed on any securities exchange, and we do not intend to apply for any such listing.

(1) Assumes that all Offered Shares are subscribed for.

(2) In connection with the Rights Offering, we have agreed to pay Oppenheimer $2,500,000, payable upon consummation of the Rights Offering, in addition to certain other incremental fees. See “Plan of Distribution” in this prospectus for a description of the fees and expenses to be paid to Oppenheimer for services performed in connection with the Rights Offering.

The exercise of your Subscription Rights for shares of our common stock involves a high degree of risk. See “Risk Factors” beginning on page 19 of this prospectus, as well as the risk factors and other information in any documents we incorporate by reference into this prospectus, to read about important factors you should consider before exercising your Subscription Rights.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

If you have any questions or need further information about the Rights Offering, please contact the Information Agent by telephone at (877) 869-0991 (Toll-Free) and (646) 825-3807 (International), by email at lee@is.kroll.com or by visiting the Information Agent’s website atdeals.is.kroll.com/lee.

If you hold your shares of our voting common stock in “street name” through a broker, dealer, bank or other nominee who uses the services of The Depository Trust Company (“DTC”), please contact your DTC nominee or broker for instructions on how to participate in the Rights Offering.

Dealer Manager

Oppenheimer & Co.

The date of this prospectus is , 2025.