[SCHEDULE 13D/A] DallasNews Corp SEC Filing

Rhea-AI Filing Summary

Robert W. Decherd no longer beneficially owns any Series A or Series B common shares of DallasNews Corp following a merger in which each outstanding share was converted into $16.50 in cash. The filing states that, under the Merger Agreement, the issuer became a wholly owned subsidiary of the buyer and all of Mr. Decherd's shares were cancelled and converted into the cash consideration. The statement confirms no other transactions were effected by the reporting person and that he ceased to be a beneficial owner of the named classes of stock as a result of the closing.

Positive

• All shares received cash consideration of $16.50 per share at closing
• Transaction fully executed through merger resulting in definitive disposition of reported holdings

Negative

• Reporting person ceased to be a beneficial owner (holds 0.0 shares of Series A and Series B)
• No ongoing ownership means the reporting person no longer provides public shareholder oversight or influence

Insights

Securities Analyst

TL;DR: Reporting person disposed of all holdings via a cash-for-stock merger at $16.50 per share; ownership now zero.

The Schedule 13D/A documents a completed merger where each Series A and Series B share held by the reporting person was cancelled and converted into $16.50 in cash. For investors, this is a definitive liquidity event that eliminates the reporting person's influence and removes those shares from the public float. The filing contains no disclosure of other transactions or contingent arrangements by the reporting person.

Corporate Governance Expert

TL;DR: Insider no longer a beneficial owner after a buyout; governance implications limited since issuer is now a subsidiary.

The amendment confirms the issuer is now a wholly owned subsidiary of the acquiring entity and that the reporting person holds 0.0 shares of both Series A and Series B following cancellation and cash-out. From a governance perspective, this removes any remaining insider voting or dispositive power from the reporting person, and the public reporting obligations tied to those holdings cease. No legal proceedings or additional arrangements are disclosed in this filing.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)

DallasNews Corp

(Name of Issuer)

Series B Common Stock, par value $0.01 per share

(Title of Class of Securities)

235050200

(CUSIP Number)

Robert W. Decherd
P.O. Box 224866,
Dallas, TX, 75222-4866
(214) 977-8200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/24/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 235050200

1

Name of reporting person

Robert W. Decherd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

This Schedule 13D amendment relates to the following classes of securities: Series A Common Stock, par value $0.01 per share and Series B Common Stock, par value $0.01 per share. The cover page of this Schedule 13D filing relates to the Series B Common Stock. In addition, Mr. Decherd beneficially owns 0.0 shares of Series A Common Stock, which represents approximately 0% of the outstanding shares of Series A Common Stock.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Series B Common Stock, par value $0.01 per share
(b)	Name of Issuer: DallasNews Corp
(c)	Address of Issuer's Principal Executive Offices: 1954 Commerce Street, Dallas, TEXAS , 75201.
Item 4.	Purpose of Transaction
	Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated July 9, 2025, by and among Hearst Media West, LLC, a Delaware limited liability company ("Parent"), Destiny Merger Sub, Inc., a Texas corporation and wholly owned subsidiary of Parent ("Merger Sub"), the Issuer, and, solely with the guaranty included therein, Hearst Communications, Inc., on September 24, 2025, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"), and at the 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 beneficially owned by the Reporting Person was cancelled and converted into the right to receive $16.50 per share in cash without interest thereon (the "Closing").
Item 5.	Interest in Securities of the Issuer
(a)	As a result of the Closing, the Reporting Person no longer beneficially owns any shares of Series A Common Stock, par value $0.01 per share and Series B Common Stock, par value $0.01 per share.
(b)	As a result of the Closing, the Reporting Person no longer beneficially owns any shares of Series A Common Stock, par value $0.01 per share and Series B Common Stock, par value $0.01 per share.
(c)	Except as otherwise described herein, the Reporting Person has not effected any transactions with respect to the Series A Common Stock, par value $0.01 per share and the Series B Common Stock, par value $0.01 per share.
(d)	None.
(e)	As of September 24, 2025, the Reporting Person ceased to be a beneficial owner of any shares of Series A Common Stock, par value $0.01 per share and Series B Common Stock, par value $0.01 per share.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Robert W. Decherd

Signature:	/s/ Robert W. Decherd
Name/Title:	Robert W. Decherd
Date:	09/25/2025

FAQ

What happened to Robert W. Decherd's DallasNews Corp (DALN) shares?

Per the filing, all Series A and Series B shares$16.50 per share in cash as part of the merger closing.

Did the reporting person retain any ownership after the merger?

No. The Schedule 13D/A states the reporting person no longer beneficially owns any Series A or Series B shares and lists beneficial ownership as 0.0 shares.

What form of consideration was paid to shareholders in the transaction?

Shareholders received cash consideration of $16.50 per share upon cancellation of their Series A and Series B common stock.

Does the filing disclose any other transactions by the reporting person?

The filing explicitly states the reporting person has not effected any other transactions with respect to the Series A or Series B common stock, except for the merger conversion.

What is the issuer's status after the merger?

According to the filing, the issuer became a wholly owned subsidiary of the acquiring parent following the merger.