Welcome to our dedicated page for Dallasnews Corporation SEC filings (Ticker: DALN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page compiles historical SEC filings for DallasNews Corporation (former Nasdaq symbol DALN), documenting its life as a public company and its 2025 acquisition by Hearst. DallasNews Corporation operated as the Dallas-based holding company of The Dallas Morning News and Medium Giant, with segment disclosures identifying TDMN and Agency as its two reportable segments. Filings describe how TDMN generated revenue from subscriptions, retail sales of The Dallas Morning News, and advertising on print and related digital platforms, while the Agency segment generated revenue from services provided by Medium Giant as a full-service, integrated creative marketing agency.
Key regulatory documents include multiple Form 8-K reports outlining the Agreement and Plan of Merger with Hearst Media West, LLC and Destiny Merger Sub, Inc., amendments that increased the per-share merger consideration to $16.50 in cash, and the completion of the merger on September 24, 2025. One Form 8-K details the special meeting of shareholders on September 23, 2025, where holders of Series A and Series B common stock approved the merger proposal by the required voting thresholds.
Trading and registration status changes are captured in a Form 25 filed by The Nasdaq Stock Market LLC on September 24, 2025, which removed DallasNews Corporation’s Series A common stock from listing and registration under Section 12(b) of the Exchange Act, and a subsequent Form 15 filed on October 3, 2025, which terminated registration of the Series A and Series B common stock under Section 12(g) and suspended the company’s reporting obligations under Sections 13 and 15(d). The Form 15 explains that, following the merger, DallasNews Corporation survived as a wholly owned subsidiary of Hearst Media West, LLC and had approximately one holder of record.
Financial disclosures, such as the second quarter 2025 earnings release furnished on Form 8-K, provide insight into revenue composition, segment profit, and the use of non-GAAP measures like adjusted operating income to evaluate consolidated performance. Together, these filings allow users to trace DALN’s corporate governance decisions, capital structure changes, and final transition from a publicly traded newspaper and marketing agency holding company to a private subsidiary within the Hearst organization.
Form 4 filing by Louis E. Caldera reports disposition of DallasNews Corp (DALN) common stock due to a completed merger. The filing shows that on 09/24/2025 Mr. Caldera disposed of 7,590 shares of Series A common stock at $16.50 per share. The disposal occurred under the Agreement and Plan of Merger dated July 9, 2025, under which 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 applicable withholding taxes. The Form reports 0 shares beneficially owned following the reported transaction.
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.
DallasNews Corporation filed a post-effective amendment to register shares for employee compensation plans. The amendment covers an aggregate of 2,000,000 shares of Series A common stock and Series B common stock available under the Amended and Restated DallasNews Corporation Incentive Compensation Plan effective February 29, 2024 (the "2024 Plan"). It also references prior registrations under the 2008 Incentive Compensation Plan accounting for an additional aggregate of 2,000,000 shares. The filing is procedural, updating registration details for equity awards available under the company’s incentive plans.
DallasNews Corporation filed a post-effective amendment to register an aggregate of 2,000,000 shares of Series A common stock and Series B common stock under its Amended and Restated 2024 Incentive Compensation Plan, and references prior registrations covering an additional 2,000,000 shares under the 2008 Incentive Compensation Plan. The filing updates available equity for issuance under employee incentive plans and is a routine securities registration to support compensation awards.
DallasNews Corporation filed a post-effective amendment to register shares for employee incentive plans. The amendment makes an aggregate of 2,000,000 shares of Series A and Series B common stock available under the Amended and Restated 2024 Incentive Compensation Plan (formerly the 2017 plan). It also references prior registrations tied to the 2008 Incentive Compensation Plan covering separate 2,000,000-share pools. The filing is executed by the company president.
Nasdaq has submitted a Form 25 to remove the class of securities of DallasNews Corp (DALN) from listing and registration on the Nasdaq Stock Market LLC. The filing lists the issuer's principal office at 1954 Commerce Street, Dallas, TX and a contact phone number. The notice references compliance with multiple provisions of 17 CFR 240.12d2-2 and states the Exchange believes it meets rules to effect the removal.
DallasNews Corporation completed its merger with Hearst Media West, LLC on September 24, 2025, becoming a wholly owned subsidiary of Hearst’s parent. Each share of DallasNews Series A and Series B common stock outstanding immediately before the merger was converted into the right to receive $16.50 in cash per share, without interest and less any applicable withholding taxes, except for treasury, affiliate and dissenting shares. As a result, public shareholders no longer have equity in the company and only retain the right to receive this cash payment.
Following the merger, DallasNews requested suspension of trading and delisting of its Series A common stock from Nasdaq and plans to deregister its shares and end ongoing SEC reporting. Control of the company transferred to Hearst Media West, LLC, funded with approximately $88.3 million in cash on hand. The board and executive team were reconstituted in connection with the closing, and the company’s charter and bylaws were amended and restated as specified in the merger agreement.
Gabelli-affiliated investors reported a 7.14% combined stake in DallasNews Corp (Series A Common Stock). The filing shows an aggregate 338,326 shares of 4,739,025 outstanding, held across Gabelli entities: Gabelli Funds (167,876 shares, 3.54%), Gabelli & Co Investment Advisers, Inc./GCIA (112,950 shares, 2.38%), GAMCO Asset Management (47,000 shares, 0.99%) and Teton Advisors (10,500 shares, 0.22%). The reporting group spent approximately $812,256 to acquire additional shares since the prior Schedule 13D filing, with detailed purchases shown by fund and trade date. The filing explains the group files the long form 13D due to regular communication with issuer management and discloses voting and dispositive powers held by each reporting person.
DallasNews Corporation held a special shareholder meeting where investors approved its previously announced merger with Hearst Media West, LLC. Shareholders met the high approval thresholds required for the Merger Proposal, including at least two-thirds of the total voting power and separate two-thirds approvals for both Series A and Series B common stock. The combined Common Stock vote was 9,712,645 for, 536,214 against and 434 abstentions.
Series A Common Stock holders voted 3,650,025 for, 531,254 against and 434 abstaining, while Series B Common Stock holders voted 6,062,620 for and 4,960 against. Shareholders also approved, on a non-binding basis, the merger-related compensation for named executive officers, with 8,824,940 votes for, 1,224,423 against and 199,930 abstaining. Because the merger was approved, a proposal to adjourn the meeting to solicit additional proxies was not needed and was not put to a vote.
DallasNews Corp (DALN) Schedule 13D Amendment No. 5 reports that certain affiliated reporting persons together beneficially own 470,000 shares of Series A Common Stock, representing 9.9% of the class based on 4,739,025 shares outstanding as of August 14, 2025. The amendment supplements Item 4 to disclose that on September 19, 2025 MNG submitted a Merger Agreement Proposal Letter offering to acquire all remaining shares it does not own for $20.00 per share in cash. The Merger Agreement Proposal Letter is filed as Exhibit 99.9 and is incorporated by reference.