[Form 4] DallasNews Corp Insider Trading Activity

Rhea-AI Filing Summary

This Form 4 reports that Mary K. Murray, an officer of DallasNews Corporation (DALN), disposed of 13,369 shares of Series A common stock on 09/24/2025 in connection with a merger. Under the Agreement and Plan of Merger dated July 9, 2025, 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 withholding. Following the reported transaction Murray reports 0 shares beneficially owned. The filing is signed by Katy Murray.

Positive

• Merger consideration disclosed: Each share converted into $16.50 cash, providing clear transaction economics for shareholders
• Insider holdings fully disposed: Reporting person reduced beneficial ownership to 0, reflecting completion of the cash-out process

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider sale reflects merger cash-out at a fixed price of $16.50, completing disposition of reported holdings.

The Form 4 documents a non-market voluntary disposition tied to a corporate merger that converted equity into a fixed cash payment of $16.50 per share. Disposal of 13,369 Series A shares reduced the reporting person’s beneficial ownership to 0. This is a corporate action rather than a trading decision and is material because it confirms the merger consideration and completion mechanics for holders represented by this insider filing.

Corporate Governance Expert

TL;DR: Filing confirms termination of public equity stakes for certain insiders due to merger consideration paid in cash.

The disclosure is routine for Section 16 reporting following a change-in-control transaction. It states the contractual conversion of outstanding common stock into cash consideration per the merger agreement. The reporting person is identified as an officer (President, Treasurer, Secretary). There are no additional disclosures of retained derivative positions or continuing indirect ownership 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

OMB Number:			3235-0287
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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^*

MURRAY MARY K

(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)

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

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		13,369	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.

Remarks:

President, Treasurer, Secretary

	/s/ Katy Murray	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 Mary K. Murray report in the DALN Form 4?

She reported a disposition of 13,369 Series A shares on 09/24/2025, with beneficial ownership reported as 0 following the transaction.

Why were the DALN shares disposed of at $16.50 per share?

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.

Does this Form 4 indicate trading by the officer versus a merger cash-out?

The filing specifies the disposition occurred under the Merger agreement; it is a corporate conversion into cash, not a market sale.

What is the reporting person's role at DallasNews Corp?

The filing lists the reporting person as an officer with remarks indicating roles: President, Treasurer, Secretary.