[Form 4] DallasNews Corp Insider Trading Activity

Rhea-AI Filing Summary

DallasNews Corporation insider reported the disposition of Series A common stock in connection with a completed merger that converted shares to cash. The reporting person, a company officer, disposed of 20.065 shares of Series A common stock at a cash consideration of $16.50 per share under the Agreement and Plan of Merger dated July 9, 2025, as amended. Following the transaction the reporting person held 0 Series A shares. The Form 4 reflects the conversion and cash-out of issued and outstanding shares (other than dissenting or excluded shares) into the right to receive $16.50 per share.

Positive

• Merger consideration disclosed: Shares converted into $16.50 cash per share, providing clear, tangible value to holders.
• Insider compliance: Officer reported the disposition on Form 4, documenting conversion and resulting beneficial ownership of 0 Series A shares.

Negative

• None.

Insights

M&A Specialist

TL;DR: Merger cash-out completed; shareholders received $16.50 per share, converting equity to cash.

The Form 4 documents a post-merger settlement in which Series A common shares were cancelled and converted into a cash payment of $16.50 per share. The reported disposition of 20.065 shares by an officer is execution of the merger consideration rather than an open-market sale, which is typical when a company becomes a wholly owned subsidiary. For transaction counterparties and former public shareholders, the key metric is the per-share cash consideration which determines realized value.

Corporate Governance Expert

TL;DR: Routine Section 16 reporting of insider ownership change following a corporate merger; compliance appears proper.

The filing shows the reporting person complied with disclosure obligations by reporting the disposition tied to the merger. The Form 4 states the shares were cancelled and converted into cash under the merger agreement and reports resulting beneficial ownership of zero shares. This filing is a standard post-transaction disclosure and does not by itself indicate governance concerns or unusual insider trading.

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^*

Cobleigh Gary

(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)
	VP/Controller Corp Accounting

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		20.065	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/ Gary Cobleigh	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 happened to DallasNews Corp (DALN) Series A shares reported on this Form 4?

The shares were cancelled and converted into the right to receive $16.50 per share in cash under the Agreement and Plan of Merger.

How many Series A shares did the reporting person dispose of?

The reporting person disposed of 20.065 shares of Series A common stock.

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

The disposition resulted from the Merger in which Merger Sub merged into the Company and outstanding shares (other than dissenting or excluded shares) were converted into cash consideration.

What is the reporting person's beneficial ownership after the transaction?

Following the reported transaction the reporting person beneficially owned 0 Series A shares.

Does the Form 4 indicate an open-market sale by the insider?

No. The Form 4 indicates the disposition was pursuant to the Merger agreement, not an open-market sale.