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.
DallasNews Corporation (NASDAQ: DALN) has entered into a definitive agreement to be acquired by Hearst Media West, LLC, an affiliate of Hearst Communications, for an all-cash price of $14.00 per share. Destiny Merger Sub, Inc. will merge with and into DallasNews, with DallasNews surviving as a wholly-owned subsidiary of Hearst.
Key deal terms
- Transaction unanimously approved by the DallasNews Board on 9 July 2025.
- All outstanding Series A and Series B shares (other than excluded shares) will receive $14.00 in cash at closing.
- Hearst Communications has provided an unconditional guaranty of all Parent and Merger Sub obligations.
- Closing conditions include: (i) two-thirds approval from each share class and from all voting power combined; (ii) no injunctions; (iii) customary reps & warranties accuracy; (iv) no continuing material adverse effect; and (v) DALN net cash ≥ $20 million at the effective time.
- Outside date: 9 January 2026.
- Termination fee: $3 million payable by DALN under specified circumstances.
Shareholder support
- Robert W. Decherd and affiliates, controlling ~55% of voting power (96.2% of Series B), signed a Voting & Support Agreement committing their shares to vote for the merger.
Executive compensation
- Transaction bonuses totalling $2.5 million to CEO Grant S. Moise ($1.65 m) and President Mary K. Murray ($0.85 m) payable at closing.
- Retention packages and severance protections amended, including additional cash payments, COBRA subsidies, and accelerated equity vesting upon a change in control for the CEO, President and CFO.
Governance updates
- Board adopted Second Amended & Restated Bylaws, adding Texas Business Court as exclusive forum, jury-trial waiver, and a 3% ownership threshold for derivative suits.
Upon completion, DALN shares will be delisted from Nasdaq and deregistered under the Exchange Act. A joint press release was issued on 10 July 2025, and a proxy statement will be filed with the SEC.