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.
Reporting group holds 287,926 shares (6.08%) of DallasNews Corp (Series A common stock) of 4,739,025 shares outstanding. The filing identifies multiple related Gabelli entities and affiliates as the Reporting Persons and discloses that, after evaluating governance issues and an amendment that increased the merger purchase price, the Reporting Persons presently intend to vote in favor of Hearst Communications Inc.'s proposed acquisition. The Schedule 13D/A states no transactions in the past 60 days and lists individual holdings: Gabelli Funds 128,026 shares (2.70%), Gabelli & Co Investment Advisers 102,400 shares (2.16%), GAMCO Asset Management 47,000 shares (0.99%) and Teton Advisors 10,500 shares (0.22%). The filing is provided to ensure compliance given ongoing communications with issuer management.
Amendment No. 4 to Schedule 13D reports that MNG and affiliated reporting persons together beneficially own 470,000 shares of DallasNews Corp Series A Common Stock, representing 9.9% of the 4,739,025 shares outstanding cited. The amendment states that on September 16, 2025 MNG delivered an Improved Proposal Letter to the Board offering to acquire all remaining outstanding shares of DallasNews for $20.00 per share in cash. That $20.00 proposal increases prior offers disclosed in earlier amendments ($16.50 initial, $17.50 enhanced, $18.50 further enhanced). The Improved Proposal Letter is attached as Exhibit 99.8 and is incorporated by reference.
DallasNews Corporation entered into a Second Amendment to its merger agreement with Hearst Media West and its affiliates. The amendment increases the cash merger consideration from $15.00 per share to $16.50 per share, with no interest, for each share of DallasNews Series A common stock. All other terms of the original merger agreement, under which a Hearst subsidiary will merge into DallasNews and DallasNews will become a wholly owned subsidiary of Hearst’s parent, remain unchanged and in effect. The company also issued a press release announcing the amended terms.
Gabelli-affiliated investors disclosed a combined 287,926 shares of DallasNews Corp Series A common stock, representing 6.08% of the 4,739,025 shares outstanding. The filing details individual holdings: Gabelli Funds 128,026 shares (2.70%), Gabelli & Co Investment Advisers/GCIA 102,400 shares (2.16%), GAMCO 47,000 shares (0.99%) and Teton Advisors 10,500 shares (0.22%). The group reports using approximately $540,368 to buy additional shares, including client funds. The filing notes the issuer adopted a 10% poison pill and the reporting persons have not decided how to vote at the issuer's special meeting involving a proposed acquisition by Hearst; they continue to evaluate the situation.
Amendment No. 3 to a Schedule 13D reports that on August 19, 2025 MNG delivered a "Further Enhanced Proposal" to acquire all issued and outstanding DallasNews Corp Series A common shares not already owned by MNG for $18.50 per share. That price is an increase of $2.00 over an initial $16.50 proposal and $1.00 over a prior $17.50 enhanced proposal. The filing states the Reporting Persons collectively may be deemed to beneficially own 470,000 shares, representing approximately 9.9% of the 4,739,025 shares outstanding (per the issuer's August 14, 2025 share count). The Further Enhanced Proposal Letter is filed as Exhibit 99.7 and is incorporated by reference.
DallasNews Corporation (DALN) is asking shareholders to approve a merger under an Agreement and Plan of Merger with Hearst Media West, LLC and Destiny Merger Sub, Inc. The Board recommends voting "FOR" the Merger Proposal and also asks for a non-binding, advisory vote approving Merger-related compensation for named executive officers.
Approval requires two-thirds of the voting power of all Common Stock and two‑thirds of each Series A and Series B voting separately. Abstentions and failure to give broker instructions count the same as votes "AGAINST" the Merger Proposal. The proxy discloses non-solicitation/no-shop provisions, customary termination/termination-fee mechanics, and that non-public financial projections ("February" and "April Projections") were provided to Parent and J.P. Morgan.
The proxy quantifies potential Merger-related payments: total estimated payouts include $4,313,738, $2,361,541 and $392,895 for certain named executive officers (breakdowns show transaction bonus, 2025 bonus, severance and accelerated incentives). Retention and severance arrangements include specified lump sums ($500,000 for Mr. Moise; $330,000 for Ms. Murray) and COBRA premium payments. The Company will terminate its Severance Plan before closing and will incur solicitation and proxy solicitation fees.
Denver J. Smith, CRC Founders Fund, LP and Carlson Ridge Capital, LLC reported beneficial ownership of 151,120 shares of DallasNews Corp Series A common stock, representing 3.19% of the class. The filing is an Amendment No. 1 to a Schedule 13G and identifies the reporting parties and their addresses. Each reporting person reports sole voting and sole dispositive power over the 151,120 shares. The filing states the holdings were not acquired to change or influence control of the issuer and references an exhibit filed with an earlier Schedule 13G dated November 11, 2024.
Amendment No. 2 to a Schedule 13D discloses that MNG and affiliated reporting persons delivered an Enhanced Proposal to acquire all issued and outstanding Series A Common Stock of DallasNews Corp not already owned by MNG for $17.50 per share in cash, representing a $1.00 increase over a prior $16.50 proposal. The filing reports the reporting persons collectively beneficially own 470,000 shares, or approximately 9.9% of the Series A Common Stock based on 4,739,025 shares outstanding as reported by the issuer. The Enhanced Proposal Letter is included as Exhibit 99.6 to the Schedule 13D/A.
DallasNews Corporation (DALN) has entered into a definitive agreement to be acquired by Hearst Media West, LLC for $15.00 per share in cash, implying equity value of roughly $80 million. The offer represents a 242% premium to DALN’s $4.39 close on 9-Jul-25, the day before board approval.
Merger Sub will merge into DALN, which will become a wholly-owned Hearst subsidiary and delist from Nasdaq. The board unanimously judged the deal fair, received a J.P. Morgan fairness opinion, and urges holders to vote FOR. Supporting shareholders led by Robert W. Decherd (55% voting power; 96.3% of Series B) have signed a voting agreement, yet closing still requires a super-majority: two-thirds of total votes plus separate two-thirds of Series A and Series B.
The transaction is all-cash with no financing or antitrust contingencies. Key conditions: shareholder approval, no material adverse effect, DALN net cash ≥ $20 m. DALN may owe a $3 m break-up fee if it terminates for a superior offer or changes its recommendation. Dissenters can seek appraisal under Texas law. Closing is targeted for Q3-Q4 2025.