UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended September 27, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-6227 LEE ENTERPRISES, INCORPORATED (Exact name of Registrant as specified in its Charter) Delaware 42-0823980 (State of incorporation) (I.R.S. Employer Identification No.) 4600 E 53rd Street, Davenport, Iowa 52807 (Address of principal executive offices) (563) 383-2100 Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange On Which Registered Common Stock - $0.01 par value LEE New York Stock Exchange Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this Chapter) during the preceding 12 months (or such shorter period that the Registrant was required to submit). Yes ☒ No ☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-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. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller Reporting Company ☒ Emerging growth company ☐ 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 13(a) of the Exchange Act. ☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ As of March 31, 2020, the aggregate market value of the Registrant's common stock held by non-affiliates of the registrant was $52,359,374 based on the closing sale price as reported on the New York Stock Exchange. As of November 30, 2020, 58,353,084 shares of Common Stock $0.01 par value were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Lee Enterprises, Incorporated Definitive Proxy Statement to be filed in January 2021 are incorporated by reference in Part III of this Form 10-K. Except as expressly incorporated by reference, the Registrant's Definitive Proxy Statement shall not be deemed to be a part of this report. TABLE OF CONTENTS PAGE Part I Item 1 Business ............................................................................................................................................ 1 Item 1A Risk Factors ....................................................................................................................................... 10 Item 1B Unresolved Staff Comments .............................................................................................................. 17 Item 2 Properties .......................................................................................................................................... 17 Item 3 Legal Proceedings ............................................................................................................................. 17 Item 4 Mine Safety Disclosures .................................................................................................................... 17 Part II Item 5 Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ................................................................................................................................ 18 Item 6 Selected Financial Data ..................................................................................................................... 20 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations .............. 21 Item 7A Quantitative and Qualitative Disclosures about Market Risk .............................................................. 32 Item 8 Financial Statements and Supplementary Data ................................................................................. 32 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ............. 32 Item 9A Controls and Procedures ................................................................................................................... 33 Item 9B Other Information ............................................................................................................................... 35 Part III Item 10 Directors, Executive Officers and Corporate Governance ................................................................. 35 Item 11 Executive Compensation ................................................................................................................... 35 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ............................................................................................................................................... 35 Item 13 Certain Relationships and Related Transactions, and Director Independence .................................. 35 Item 14 Principal Accounting Fees and Services ............................................................................................ 35 Part IV Item 15 Exhibits and Financial Statement Schedules ..................................................................................... 36 Consolidated Financial Statements ...................................................................................................................................... 37 Exhibit Index ......................................................................................................................................................................... 79 Signatures ............................................................................................................................................................................ 81 References to “we”, “our”, “us” and the like throughout this document refer to Lee Enterprises, Incorporated and subsidiaries (the "Company"). References to "2020", "2019", "2018" and the like refer to the fiscal years ended the last Sunday in September. PART I ITEM 1. BUSINESS Lee Enterprises, Incorporated ("Company", "we" or "our") is a trusted local news provider and an innovative, digitally focused marketing solutions company operating in 77 mid-sized markets across 26 states. On March 16, 2020, we completed the acquisition of BH Media Group, Inc. (BH Media) and The Buffalo News, Inc. (Buffalo News), adding 31 local media operations and nearly doubling our audience size and total operating revenue. Our products include high quality, trusted local daily, weekly and monthly newspapers and niche publications. All of our products offer print and digital editions, and our content and advertising is available in real time through our websites and mobile apps. Our local media operations range from large daily newspapers and the associated digital products, such as the St. Louis Post-Dispatch and The Buffalo News, to non-daily newspapers with news websites and digital platforms serving smaller communities. Our services include a full service digital marketing agency in Amplified Digital Agency ("Amplified") as well as one of the largest web-hosting and content management services providers in North America through our majority-owned subsidiary, TownNews. As the leading provider of local news, information and a major source of advertising in our markets we aim to grow our business through three main categories: subscriptions to our print and digital editions, advertising and marketing services to local retail accounts, and digital services to a diverse set of customers. • We are committed to a business strategy that drives audience growth and engagement by delivering valuable, intensely local, original news and information to consumers. • Local, controllable retail accounts - those in which our local sales teams have direct contact with the advertising decision makers - are the core of our business. 47% of our advertising revenue is from local retail accounts, and trends in this category have historically been better than our total advertising trends. • TownNews represents a powerful opportunity for us to drive additional digital revenue by providing state-of- the-art web hosting and content management services. More than 2,000 customers rely on TownNews for their web, over-the-top display ("OTT"), mobile, video and social media products. Revenue at TownNews on a stand- alone basis grew at compound annual growth rate ("CAGR")