[Form 4] DallasNews Corp Insider Trading Activity

Rhea-AI Filing Summary

Ronald D. McCray, a director of DallasNews Corporation (DALN), reported the disposition of his Series A common stock on 09/24/2025. The Form 4 shows 7,534 shares of Series A common stock were disposed of at a price of $16.50 per share, leaving 0 shares beneficially owned following the transaction. The filing explains these 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, by which DallasNews became a wholly owned subsidiary of Hearst Media West, LLC. The sale was effected pursuant to that merger agreement.

Insights

Corporate Governance Expert

TL;DR: Director disposed of all reported Series A shares as part of a merger consideration.

The Form 4 documents a non-discretionary disposition tied to a corporate transaction rather than an open-market sale. The filing explicitly states shares were cancelled and converted into cash consideration of $16.50 per share under the merger agreement, and the reporting person holds no Series A shares after the transaction. For governance disclosure purposes, this is a routine post-closing compliance filing that confirms insiders received merger consideration and ceased to hold the reported class of shares.

M&A Specialist

TL;DR: Transaction reflects completion of merger consideration payment to equity holders.

The disclosure indicates the Merger became effective and the mechanics converted outstanding Series A and Series B shares into cash pursuant to the Agreement and Plan of Merger. The specified per-share cash consideration of $16.50 is stated in the filing. This Form 4 serves to record the disposition resulting from the merger; it does not provide additional deal economics beyond the per-share cash figure or payment mechanics.

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^*

MCCRAY RONALD D

(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		7,534	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/ Ronald D. McCray	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).
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