DallasNews (DALN) Form 4 Confirms $16.50 Per-Share Merger Payout

Rhea-AI Filing Summary

DallasNews Corp insider disposition tied to completed merger. Director John A. Beckert reported a disposition of 13,910 shares of Series A common stock on 09/24/2025 at a transaction price of $16.50 per share. The filing states these shares were cancelled and converted into the right to receive $16.50 in cash under the Agreement and Plan of Merger dated July 9, 2025, as amended, by and among DallasNews Corporation, Hearst Media West, LLC, Destiny Merger Sub, Inc., and Hearst Communications, Inc. The Form 4 reflects the treatment of issued and outstanding Series A and Series B shares (other than dissenting or excluded shares) at the effective time of the Merger.

Positive

• Merger consideration amount confirmed: Shares converted into $16.50 in cash per share
• Insider disclosure completed: Director John A. Beckert filed Form 4 documenting the disposition consistent with merger terms

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Transaction is a merger-related share conversion to cash, disclosed by a director.

The Form 4 documents a director-level disclosure of a non-derivative disposition of 13,910 Series A shares at $16.50 per share, explained as part of the Merger consideration where outstanding common shares were cancelled and converted into cash. This is a straightforward compliance disclosure reflecting post-closing mechanics rather than an independent open-market sale. Materiality is limited to confirming the merger consideration and providing transparency on insider treatment of shares.

M&A Specialist

TL;DR: Filing confirms effective merger mechanics and per-share cash consideration.

The statement ties the reported disposition directly to the Agreement and Plan of Merger dated July 9, 2025, indicating that at the effective time each issued and outstanding Series A and Series B share (except dissenting/excluded) was cancelled and became the right to receive $16.50 cash. This filing corroborates the per-share cash consideration and that Merger Sub merged into the Company with the Company surviving as a wholly owned subsidiary of Parent.

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

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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^*

BECKERT JOHN A

(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		13,910	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/ John A. Beckert	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 John A. Beckert report on Form 4 for DALN?

He reported a disposition of 13,910 Series A common shares on 09/24/2025 at a price of $16.50 per share, tied to the Merger.

Why were DallasNews shares disposed of according to the Form 4?

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

Does the Form 4 indicate any open-market sale by the director?

No. The Form 4 explains the disposition was pursuant to the Merger agreement converting issued and outstanding shares into cash, not an open-market transaction.

Which securities were affected by the merger per the filing?

The filing references Series A and Series B common stock of DallasNews Corporation being cancelled and converted into the right to receive cash, excluding dissenting and excluded shares.