DallasNews (DALN) Merger Cash-Out: Director Sells 7,590 Shares at $16.50

Rhea-AI Filing Summary

Form 4 filing by Louis E. Caldera reports disposition of DallasNews Corp (DALN) common stock due to a completed merger. The filing shows that on 09/24/2025 Mr. Caldera disposed of 7,590 shares of Series A common stock at $16.50 per share. The disposal occurred under the Agreement and Plan of Merger dated July 9, 2025, under which each issued and outstanding share of Series A and Series B common stock (other than dissenting and excluded shares) was cancelled and converted into the right to receive $16.50 in cash per share, net of applicable withholding taxes. The Form reports 0 shares beneficially owned following the reported transaction.

Positive

• Merger completed with cash consideration of $16.50 per share, providing liquidity to holders of Series A and Series B common stock
• Insider reported transaction in compliance with Section 16, including number of shares disposed and post-transaction ownership

Negative

• Public shares were cancelled and converted to cash, eliminating continued public equity ownership for affected shareholders
• Reporting person disposed of 7,590 Series A shares, reducing insider public equity to 0 shares

Insights

M&A Specialist

TL;DR: The Form 4 documents merger consideration paid in cash and the conversion/cancellation of public shares at $16.50 each.

The filing confirms the Merger closed by the reported transaction date and that consideration was cash at $16.50 per share for outstanding Series A and Series B common stock. The reporting person disposed of 7,590 Series A shares under the Agreement and Plan of Merger; the Form shows zero shares beneficially owned afterward. This is a transaction-driven insider report reflecting the mechanics of a corporate acquisition rather than voluntary trading activity.

Corporate Governance Expert

TL;DR: Insider disclosure aligns with Section 16 obligations and documents share cancellation and cash-out under the merger agreement.

The Form 4 identifies Louis E. Caldera as a director and reports the disposition was executed pursuant to the merger agreement. It documents compliance with reporting rules by disclosing the number of shares disposed and the cash consideration per share. The filing provides clear evidence that public equity was cancelled in exchange for cash consideration, resulting in the reporting person holding no remaining shares post-transaction.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CALDERA LOUIS E

Role Director

Type	Security	Shares	Price	Value
Disposition	Series A Common Stock	7,590	$16.50	$125K

Holdings After Transaction: Series A Common Stock — 0 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CALDERA LOUIS E

(Last) (First) (Middle)

1954 COMMERCE STREET

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DallasNews Corp [ DALN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Series A Common Stock	09/24/2025		D		7,590	D	$16.5	0(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This Form 4 reports securities disposed of under the Agreement and Plan of Merger, dated July 9, 2025, as amended by and among DallasNews Corporation (the "Company"), Hearst Media West, LLC ("Parent"), Destiny Merger Sub, Inc. ("Merger Sub"), and, solely for the purposes specified therein, Hearst Communications, Inc., under which Merger Sub was merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger, each issued and outstanding share of Series A common stock, par value $0.01 per share, and Series B common stock, par value $0.01 per share, of the Company (other than dissenting shares and excluded shares) was cancelled and converted into the right to receive $16.50 in cash without interest thereon and less any applicable withholding taxes.

	/s/ Louis E. Caldera	09/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Louis E. Caldera report on the Form 4 for DALN?

The Form 4 reports Mr. Caldera disposed of 7,590 Series A common shares on 09/24/2025 under the merger agreement.

What price per share was paid in the DallasNews Corp merger reported on the Form 4?

Each issued and outstanding share of Series A and Series B common stock was converted into the right to receive $16.50 in cash per share, net of applicable withholding taxes.

Why were the shares disposed according to the Form 4?

The shares were disposed pursuant to the Agreement and Plan of Merger dated July 9, 2025, under which shares were cancelled and converted into cash consideration.

How many shares does the reporting person beneficially own after the transaction?

The Form 4 reports 0 shares beneficially owned by the reporting person following the reported transaction(s).

What is the transaction date listed on the Form 4?

The transaction date is listed as 09/24/2025.