Dallasnews Corporation SEC Filings

Amendment No. 3 to a Schedule 13D reports that on August 19, 2025 MNG delivered a "Further Enhanced Proposal" to acquire all issued and outstanding DallasNews Corp Series A common shares not already owned by MNG for $18.50 per share. That price is an increase of $2.00 over an initial $16.50 proposal and $1.00 over a prior $17.50 enhanced proposal. The filing states the Reporting Persons collectively may be deemed to beneficially own 470,000 shares, representing approximately 9.9% of the 4,739,025 shares outstanding (per the issuer's August 14, 2025 share count). The Further Enhanced Proposal Letter is filed as Exhibit 99.7 and is incorporated by reference.

DallasNews Corporation (DALN) is asking shareholders to approve a merger under an Agreement and Plan of Merger with Hearst Media West, LLC and Destiny Merger Sub, Inc. The Board recommends voting "FOR" the Merger Proposal and also asks for a non-binding, advisory vote approving Merger-related compensation for named executive officers.

Approval requires two-thirds of the voting power of all Common Stock and two‑thirds of each Series A and Series B voting separately. Abstentions and failure to give broker instructions count the same as votes "AGAINST" the Merger Proposal. The proxy discloses non-solicitation/no-shop provisions, customary termination/termination-fee mechanics, and that non-public financial projections ("February" and "April Projections") were provided to Parent and J.P. Morgan.

The proxy quantifies potential Merger-related payments: total estimated payouts include $4,313,738, $2,361,541 and $392,895 for certain named executive officers (breakdowns show transaction bonus, 2025 bonus, severance and accelerated incentives). Retention and severance arrangements include specified lump sums ($500,000 for Mr. Moise; $330,000 for Ms. Murray) and COBRA premium payments. The Company will terminate its Severance Plan before closing and will incur solicitation and proxy solicitation fees.

Denver J. Smith, CRC Founders Fund, LP and Carlson Ridge Capital, LLC reported beneficial ownership of 151,120 shares of DallasNews Corp Series A common stock, representing 3.19% of the class. The filing is an Amendment No. 1 to a Schedule 13G and identifies the reporting parties and their addresses. Each reporting person reports sole voting and sole dispositive power over the 151,120 shares. The filing states the holdings were not acquired to change or influence control of the issuer and references an exhibit filed with an earlier Schedule 13G dated November 11, 2024.

Amendment No. 2 to a Schedule 13D discloses that MNG and affiliated reporting persons delivered an Enhanced Proposal to acquire all issued and outstanding Series A Common Stock of DallasNews Corp not already owned by MNG for $17.50 per share in cash, representing a $1.00 increase over a prior $16.50 proposal. The filing reports the reporting persons collectively beneficially own 470,000 shares, or approximately 9.9% of the Series A Common Stock based on 4,739,025 shares outstanding as reported by the issuer. The Enhanced Proposal Letter is included as Exhibit 99.6 to the Schedule 13D/A.

DallasNews Corporation (DALN) has entered into a definitive agreement to be acquired by Hearst Media West, LLC for $15.00 per share in cash, implying equity value of roughly $80 million. The offer represents a 242% premium to DALN’s $4.39 close on 9-Jul-25, the day before board approval.

Merger Sub will merge into DALN, which will become a wholly-owned Hearst subsidiary and delist from Nasdaq. The board unanimously judged the deal fair, received a J.P. Morgan fairness opinion, and urges holders to vote FOR. Supporting shareholders led by Robert W. Decherd (55% voting power; 96.3% of Series B) have signed a voting agreement, yet closing still requires a super-majority: two-thirds of total votes plus separate two-thirds of Series A and Series B.

The transaction is all-cash with no financing or antitrust contingencies. Key conditions: shareholder approval, no material adverse effect, DALN net cash ≥ $20 m. DALN may owe a $3 m break-up fee if it terminates for a superior offer or changes its recommendation. Dissenters can seek appraisal under Texas law. Closing is targeted for Q3-Q4 2025.