Every 8-K that Dallasnews Corporation (DALN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow DALN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full DALN filings page.
DallasNews Corporation completed its merger with Hearst Media West, LLC on September 24, 2025, becoming a wholly owned subsidiary of Hearst’s parent. Each share of DallasNews Series A and Series B common stock outstanding immediately before the merger was converted into the right to receive $16.50 in cash per share, without interest and less any applicable withholding taxes, except for treasury, affiliate and dissenting shares. As a result, public shareholders no longer have equity in the company and only retain the right to receive this cash payment.
Following the merger, DallasNews requested suspension of trading and delisting of its Series A common stock from Nasdaq and plans to deregister its shares and end ongoing SEC reporting. Control of the company transferred to Hearst Media West, LLC, funded with approximately $88.3 million in cash on hand. The board and executive team were reconstituted in connection with the closing, and the company’s charter and bylaws were amended and restated as specified in the merger agreement.
DallasNews Corporation held a special shareholder meeting where investors approved its previously announced merger with Hearst Media West, LLC. Shareholders met the high approval thresholds required for the Merger Proposal, including at least two-thirds of the total voting power and separate two-thirds approvals for both Series A and Series B common stock. The combined Common Stock vote was 9,712,645 for, 536,214 against and 434 abstentions.
Series A Common Stock holders voted 3,650,025 for, 531,254 against and 434 abstaining, while Series B Common Stock holders voted 6,062,620 for and 4,960 against. Shareholders also approved, on a non-binding basis, the merger-related compensation for named executive officers, with 8,824,940 votes for, 1,224,423 against and 199,930 abstaining. Because the merger was approved, a proposal to adjourn the meeting to solicit additional proxies was not needed and was not put to a vote.
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.
DallasNews Corporation (NASDAQ: DALN) has entered into a definitive agreement to be acquired by Hearst Media West, LLC, an affiliate of Hearst Communications, for an all-cash price of $14.00 per share. Destiny Merger Sub, Inc. will merge with and into DallasNews, with DallasNews surviving as a wholly-owned subsidiary of Hearst.
Key deal terms
- Transaction unanimously approved by the DallasNews Board on 9 July 2025.
- All outstanding Series A and Series B shares (other than excluded shares) will receive $14.00 in cash at closing.
- Hearst Communications has provided an unconditional guaranty of all Parent and Merger Sub obligations.
- Closing conditions include: (i) two-thirds approval from each share class and from all voting power combined; (ii) no injunctions; (iii) customary reps & warranties accuracy; (iv) no continuing material adverse effect; and (v) DALN net cash ≥ $20 million at the effective time.
- Outside date: 9 January 2026.
- Termination fee: $3 million payable by DALN under specified circumstances.
Shareholder support
- Robert W. Decherd and affiliates, controlling ~55% of voting power (96.2% of Series B), signed a Voting & Support Agreement committing their shares to vote for the merger.
Executive compensation
- Transaction bonuses totalling $2.5 million to CEO Grant S. Moise ($1.65 m) and President Mary K. Murray ($0.85 m) payable at closing.
- Retention packages and severance protections amended, including additional cash payments, COBRA subsidies, and accelerated equity vesting upon a change in control for the CEO, President and CFO.
Governance updates
- Board adopted Second Amended & Restated Bylaws, adding Texas Business Court as exclusive forum, jury-trial waiver, and a 3% ownership threshold for derivative suits.
Upon completion, DALN shares will be delisted from Nasdaq and deregistered under the Exchange Act. A joint press release was issued on 10 July 2025, and a proxy statement will be filed with the SEC.