DallasNews (DALN) Schedule 13D/A: $20 Cash Offer Disclosed

Rhea-AI Filing Summary

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.

Positive

• $20.00 per share cash merger proposal disclosed, giving a clear, specific offer price
• Exhibit 99.9 (Merger Agreement Proposal Letter) is filed and incorporated by reference
• Beneficial ownership disclosed transparently: 470,000 shares, representing 9.9% of Series A common stock

Negative

• Aggregate stake is 9.9%, just below 10% which may limit certain threshold implications
• Filing does not include the full merger agreement terms beyond the proposal letter reference in this amendment

Insights

M&A Specialist

TL;DR: A cash merger proposal at $20.00/share was delivered, backed by reporting persons holding 9.9% of DALN.

The filing amends Item 4 to disclose a formal Merger Agreement Proposal Letter submitted on September 19, 2025 proposing a cash acquisition of all outstanding Series A common shares not already owned by MNG at $20.00 per share. The proposal is material and documented as Exhibit 99.9. Ownership across the reporting group totals 470,000 shares (9.9%), which is a meaningful stake though below a 10% threshold commonly watched by investors and regulators.

Securities Analyst

TL;DR: Reporting group holds 9.9% and has made a formal $20.00/share cash merger proposal, filed as Exhibit 99.9.

The amendment provides clear, actionable disclosure: the price per share ($20.00) and the date of the proposal (September 19, 2025). The statement of beneficial ownership cites the issuer's August 14, 2025 outstanding share count as the basis for the 9.9% calculation. The filing includes signatures from the involved reporting persons and identifies the exhibit containing the proposed merger agreement terms.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

DallasNews Corp

(Name of Issuer)

Series A Common Stock, $0.01 par value

(Title of Class of Securities)

235050101

(CUSIP Number)

Guy Gilmore
MNG Enterprises, Inc., 5990 Washington Street
Denver, CO, 80216
(303) 954-6450

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

09/19/2025

(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. 235050101

1

Name of reporting person

Strategic Investment Opportunities LLC

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)

WC

5

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

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 470,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 470,000.00

11

Aggregate amount beneficially owned by each reporting person

470,000.00

12

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

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentage of Series A Common Stock (as defined herein) reported as beneficially owned by the Reporting Person is based on 4,739,025 shares of Series A Common Stock outstanding as of August 14, 2025, as reported in the definitive proxy statement on Schedule 14A filed by the Issuer on August 15, 2025.

SCHEDULE 13D

CUSIP No. 235050101

1

Name of reporting person

MNG Enterprises, Inc.

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)

AF

5

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

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 470,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 470,000.00

11

Aggregate amount beneficially owned by each reporting person

470,000.00

12

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

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

CO, HC

Comment for Type of Reporting Person:

The percentage of Series A Common Stock reported as beneficially owned by the Reporting Person is based on 4,739,025 shares of Series A Common Stock outstanding as of August 14, 2025, as reported in the definitive proxy statement on Schedule 14A filed by the Issuer on August 15, 2025.

SCHEDULE 13D

CUSIP No. 235050101

1

Name of reporting person

MNG Investment Holdings LLC

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)

AF

5

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

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 470,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 470,000.00

11

Aggregate amount beneficially owned by each reporting person

470,000.00

12

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

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentage of Series A Common Stock reported as beneficially owned by the Reporting Person is based on 4,739,025 shares of Series A Common Stock outstanding as of August 14, 2025, as reported in the definitive proxy statement on Schedule 14A filed by the Issuer on August 15, 2025.

SCHEDULE 13D

CUSIP No. 235050101

1

Name of reporting person

Freeman Heath

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)

OO

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 470,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 470,000.00

11

Aggregate amount beneficially owned by each reporting person

470,000.00

12

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

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

The percentage of Series A Common Stock reported as beneficially owned by the Reporting Person is based on 4,739,025 shares of Series A Common Stock outstanding as of August 14, 2025, as reported in the definitive proxy statement on Schedule 14A filed by the Issuer on August 15, 2025.

SCHEDULE 13D

CUSIP No. 235050101

1

Name of reporting person

Alden Global Capital LLC

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)

OO

5

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

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 470,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 470,000.00

11

Aggregate amount beneficially owned by each reporting person

470,000.00

12

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

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person:

The percentage of Series A Common Stock reported as beneficially owned by the Reporting Person is based on 4,739,025 shares of Series A Common Stock outstanding as of August 14, 2025, as reported in the definitive proxy statement on Schedule 14A filed by the Issuer on August 15, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Series A Common Stock, $0.01 par value
(b)	Name of Issuer: DallasNews Corp
(c)	Address of Issuer's Principal Executive Offices: P.O. Box 224866, Dallas, TEXAS , 75222-4866.
Item 1 Comment: Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, this Amendment No. 5 to the Schedule 13D ("Amendment No. 5") amends certain items of the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on July 22, 2025 (the "Original Schedule 13D"), as amended and supplemented by Amendment No. 1 filed with the Commission on July 31, 2025, Amendment No. 2 filed with the Commission on August 11, 2025, Amendment No. 3 filed with the Commission on August 19, 2025, and Amendment No. 4 filed with the Commission on September 16, 2025 (collectively, the "Schedule 13D"), relating to the Series A Common Stock, par value $0.01 per share (the "Series A Common Stock"), of DallasNews Corporation (the "Issuer"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On September 19, 2025, MNG delivered a letter to the Board (the "Merger Agreement Proposal Letter") informing the Board of its submission of a proposed merger agreement incorporating the terms of the Improved Proposal to acquire all of the issued and outstanding shares of the Issuer's Common Stock not already owned by MNG for $20.00 per share in cash. The foregoing description of the Merger Agreement Proposal Letter is qualified in its entirety by reference to the full text of the Merger Agreement Proposal Letter, a copy of which is included as Exhibit 99.9 to this Schedule 13D and is incorporated by reference in its entirety.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit Description Exhibit 99.9: Merger Agreement Proposal Letter, dated September 19, 2025

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.

Strategic Investment Opportunities LLC

Signature:	/s/ Guy Gilmore
Name/Title:	Guy Gilmore, Chief Operating Officer of MNG Enterprises, Inc., sole member of MNG Investment Holdings LLC, its managing member
Date:	09/19/2025

MNG Enterprises, Inc.

Signature:	/s/ Guy Gilmore
Name/Title:	Guy Gilmore, Chief Operating Officer
Date:	09/19/2025

MNG Investment Holdings LLC

Signature:	/s/ Guy Gilmore
Name/Title:	Guy Gilmore, Chief Operating Officer of MNG Enterprises, Inc., its sole member
Date:	09/19/2025

Freeman Heath

Signature:	/s/ Heath Freeman
Name/Title:	Heath Freeman
Date:	09/19/2025

Alden Global Capital LLC

Signature:	/s/ Heath Freeman
Name/Title:	Heath Freeman, President
Date:	09/19/2025

FAQ

What price per share did MNG propose to acquire DALN shares?

The proposal offers $20.00 per share in cash, as disclosed in the Merger Agreement Proposal Letter dated September 19, 2025.

How many DALN Series A shares do the reporting persons beneficially own?

The reporting persons together beneficially own 470,000 shares, representing 9.9% of Series A common stock based on 4,739,025 outstanding shares.

When was the merger proposal delivered to the DallasNews board?

The Merger Agreement Proposal Letter was delivered on September 19, 2025.

Is the Merger Agreement Proposal Letter included in the filing?

Yes. The Merger Agreement Proposal Letter is filed as Exhibit 99.9 to this Schedule 13D amendment and is incorporated by reference.

What share count was used to calculate the 9.9% ownership?

The percentage is based on 4,739,025 shares of Series A common stock outstanding as of August 14, 2025, per the issuer's Schedule 14A filing.