[Form 4] DallasNews Corp Insider Trading Activity

Rhea-AI Filing Summary

DallasNews Corp insider sale tied to completed merger. Chief Executive Officer and Director Grant S. Moise reported disposition of 6,308 shares of Series A common stock on 09/24/2025 at a cash price of $16.50 per share. The filing states the shares were cancelled and converted into the right to receive $16.50 per share in cash under the Agreement and Plan of Merger dated July 9, 2025, as amended, leaving the reporting person with 0 Series A shares following the transaction. The sale reflects consummation of the Merger in which DallasNews became a wholly owned subsidiary of Hearst Media West, LLC.

Positive

• Merger completed with clear cash consideration of $16.50 per share
• Insider reporting complied with Section 16 filing requirements promptly

Negative

• Insider ownership reduced to zero for Series A shares following conversion
• No disclosure in this Form 4 of any continuing equity interests or post-merger arrangements

Insights

M&A Specialist

TL;DR: Transaction documents completion of a cash-out merger, converting equity to cash for holders.

The Form 4 documents a routine, contract-driven disposition where issued and outstanding Series A shares were cancelled and converted into a fixed cash payment of $16.50 per share pursuant to the Merger Agreement. This is a non-discretionary, transaction-driven conversion rather than an opportunistic market sale, so market signaling about insider intent is limited. The payment term is explicit and applies broadly to issued and outstanding shares except dissenting or excluded shares.

Corporate Governance Expert

TL;DR: Insider ownership was fully eliminated for the reported series due to merger cash-out, consistent with standard buyout mechanics.

The filing shows the CEO and director no longer holds Series A shares after the Merger, reflecting enforcement of merger terms. From a governance perspective, the Form 4 confirms that equity holders were cashed out at the merger consideration of $16.50 per share and that required Section 16 reporting obligations are being observed. No additional disclosures of deferred consideration or continuing equity interests are included in this filing.

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

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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^*

MOISE GRANT

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		6,308	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/ Grant S. Moise	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 Grant S. Moise report on Form 4 for DALN?

He reported a disposition of 6,308 Series A shares on 09/24/2025, converted under the Merger into cash at $16.50 per share, leaving 0 Series A shares beneficially owned.

Why were the DALN shares disposed of according to the filing?

The shares were cancelled and converted into the right to receive $16.50 in cash per share under the Agreement and Plan of Merger dated July 9, 2025, as amended.

Did the Form 4 indicate any remaining equity ownership after the transaction?

The Form 4 shows 0 Series A shares beneficially owned by the reporting person following the transaction.

Who became the parent company as a result of the Merger?

The filing identifies Hearst Media West, LLC as the Parent that acquired DallasNews Corporation, with DallasNews surviving as a wholly owned subsidiary.

Was the cash consideration payable with interest or subject to withholding?

The filing states the right was to receive $16.50 in cash without interest and less any applicable withholding taxes.