Higher $16.50 buyout for DallasNews (NASDAQ: DALN) in Hearst deal

Rhea-AI Filing Summary

DallasNews Corporation entered into a Second Amendment to its merger agreement with Hearst Media West and its affiliates. The amendment increases the cash merger consideration from $15.00 per share to $16.50 per share, with no interest, for each share of DallasNews Series A common stock. All other terms of the original merger agreement, under which a Hearst subsidiary will merge into DallasNews and DallasNews will become a wholly owned subsidiary of Hearst’s parent, remain unchanged and in effect. The company also issued a press release announcing the amended terms.

Positive

• Per share cash merger consideration increased from $15.00 to $16.50, improving the value offered to DallasNews shareholders if the transaction closes.

Negative

• None.

Insights

M&A and corporate actions analyst

DallasNews secured a higher all-cash merger price from Hearst.

The company agreed with Hearst Media West and its affiliates to raise the per share cash consideration in their pending merger from $15.00 to $16.50. This directly increases the value that DallasNews shareholders would receive if the transaction closes on the amended terms, while keeping all other provisions of the merger agreement the same.

The transaction structure remains an all-cash merger in which a Hearst subsidiary combines with DallasNews, leaving DallasNews as a wholly owned subsidiary of Hearst’s parent entity. Because only the price term was modified, other conditions—such as required approvals and closing mechanics described in the original agreement—continue to govern whether and when the deal is completed.

The company also issued a press release dated September 15, 2025 describing its entry into this Second Amendment, signaling that the revised terms are now publicly disclosed to shareholders and the market.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549  

FORM 8-K 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 14, 2025

DallasNews CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number: 1-33741

Texas		38-3765318
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
P. O. Box 224866, Dallas, Texas 75222-4866		(214) 977-8869
(Address of principal executive offices, including zip code)		(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Series A Common Stock, $0.01 par value		DALN		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

Item 1.01. Entry into a Material Definitive Agreement

On September 14, 2025, DallasNews Corporation, a Texas corporation (the “Company”), entered into the Second Amendment (the “Second Amendment”) to the Agreement and Plan of Merger, dated as of July 9, 2025 (as amended on July 27, 2025, the “Merger Agreement”), with Hearst Media West, LLC, a Delaware limited liability company (“Parent”), Destiny Merger Sub, Inc., a Texas corporation and wholly owned subsidiary of Parent (“Merger Sub”), and, solely for the purposes specified therein, Hearst Communications, Inc., a Delaware corporation and the indirect owner of all of the outstanding equity of each of Parent and Merger Sub. The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving the Merger and becoming a wholly owned subsidiary of Parent.

Pursuant to the Second Amendment, the per share merger consideration was increased from $15.00 in cash, without interest, to $16.50 in cash, without interest.

All other terms of the Merger Agreement remain the same and in full force and effect.

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

Item 8.01. Other Events

On September 15, 2025, the Company issued a press release announcing the Company’s entry into the Second Amendment. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
Exhibit ‎No.			Description
2.1			Second Amendment, dated as of September 14, 2025, to Agreement and Plan of Merger, dated as of July 9, 2025, by and among DallasNews Corporation, Hearst Media West, LLC, Destiny Merger Sub, Inc., and, solely for purposes of certain guaranty provisions set forth therein, Hearst Communications, Inc.
99.1			Press Release, dated September 15, 2025, issued by DallasNews Corporation
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 thereunto duly authorized.

Date: September 15, 2025				DALLASNEWS CORPORATION
				By:		/s/ Katy Murray
						Katy Murray
						President

FAQ

What merger change did DallasNews (DALN) disclose?

DallasNews Corporation disclosed that it entered into a Second Amendment to its merger agreement with Hearst Media West and its affiliates, increasing the per share cash merger consideration while keeping all other terms in place.

How much will DallasNews (DALN) shareholders receive per share in the amended Hearst deal?

Under the amended terms, each share of DallasNews Series A common stock is now expected to receive $16.50 in cash, without interest, if the merger is completed.

What was the previous merger price for DallasNews before this amendment?

Before the Second Amendment, the merger agreement provided for cash consideration of $15.00 per share for DallasNews common stock.

Did any other terms of the DallasNews–Hearst merger agreement change?

No. The amendment only increases the per share cash consideration to $16.50; all other terms of the original merger agreement remain the same and in full force and effect.

Who are the parties involved in the amended DallasNews merger?

The parties are DallasNews Corporation, Hearst Media West, LLC as parent, Destiny Merger Sub, Inc. as the merger subsidiary, and Hearst Communications, Inc. for specified guaranty purposes.

Did DallasNews issue a press release about the higher merger price?

Yes. DallasNews issued a press release dated September 15, 2025 announcing its entry into the Second Amendment that increased the per share cash merger consideration.