DallasNews Corp Files Definitive Additional Materials

TL;DR

DALN filed more proxy docs, likely for shareholder votes. Stay tuned.

AI Summary

DallasNews Corp filed a Definitive Additional Materials (DEFA14A) on August 27, 2025, related to a proxy statement. The filing concerns materials provided to shareholders, likely in response to or in addition to a previous proxy filing. The company, formerly known as A. H. Belo Corp, is based in Dallas, TX.

Why It Matters

This filing indicates ongoing shareholder communication and potential corporate actions or proposals that require shareholder input, as detailed in the proxy materials.

Risk Assessment

Risk Level: low — This filing is a routine proxy statement amendment or addition, not indicating immediate financial distress or significant new risks.

Key Players & Entities

• DallasNews Corp (company) — Filer of the DEFA14A
• A. H. Belo Corp (company) — Former name of DallasNews Corp
• 20250827 (date) — Filing date
• 1954 COMMERCE STREET (address) — Business address
• DALLAS (location) — City of business address
• TX (location) — State of business address
• 75201 (zip_code) — ZIP code of business address

FAQ

Key Financial Figures

• $18.50 — of the Company’s common stock at $18.50 per share in cash.  As prev
• $14.00 — any’s common stock at a price of $14.00 per share in cash. On July 27, 2025, Da
• $15.00 — purchase price to be paid by Hearst to $15.00 per share, representing a 242% premium

Filing Documents

• daln-20250827xdefa14a.htm (DEFA14A) — 19KB
• daln-20250827xdefa14ag001.jpg (GRAPHIC) — 15KB
• 0001413898-25-000060.txt ( ) — 41KB

From the Filing

Schedule 14A Aden Revised Proposal Response UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12 (Name of Registrant as Specified In Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. DallasNews Rejects Revised Non-Binding Proposal from Affiliate of Alden Global Capital  Board Reaffirms Unanimous Support for the Hearst Merger and the Certain and Significant Cash Premium It Will Deliver for Shareholders  DALLAS, Aug. 2 7 , 2025 – DallasNews Corporation (Nasdaq: DALN) (the “Company” or “DallasNews”), the holding company of The Dallas Morning News and Medium Giant, announced today that its Board of Directors (the “Board”), following consultation with the Company’s legal and financial advisors, reviewed and rejected the revised, non-binding proposal (the “Revised Alden Proposal”) received on August 19, 2025, from MNG Enterprises, Inc., an affiliate of Alden Global Capital (“Alden”), to acquire all of the issued and outstanding shares of the Company’s common stock at $18.50 per share in cash.  As previously announced, on July 9, 2025, DallasNews entered into a definitive agreement (as amended from time to time, the “Hearst Merger Agreement”) with Hearst, one of the nation’s leading information, services and media companies, pursuant to which Hearst agreed to acquire all of the issued and outstanding shares of the Company’s common stock at a price of $14.00 per share in cash. On July 27, 2025, DallasNews and Hearst entered into an amendment to the Hearst Merger Agreement raising the purchase price to be paid by Hearst to $15.00 per share, representing a 242% premium over the closing price per share of Series A common stock on July 9, 2025, the day before the transaction was announced.  Consistent with its fiduciary duties, the Board carefully reviewed the Revised Alden Proposal with the Company’s legal and financial advisors and determined the modified proposal is not a superior proposal and not reasonably likely to lead to a superior proposal. This review included engagement with Robert W. Decherd, who, collectively with his affiliates, controls more than 96% of the voting power of the Company’s Series B common stock and more than 50% of the combined voting power of the Company’s Series A and Series B common stock. Mr. Decherd confirmed his intent to vote in favor of approval of the Hearst Merger Agreement, and reiterated that there is no scenario in which he will vote in favor of a sale of the Company to Alden or its affiliates. Accordingly, the Board reaffirms the recommendation that shareholders vote FOR approval of the Hearst Merger Agreement.  About DallasNews Corporation DallasNews Corporation is the Dallas-based holding company of The Dallas Morning News and Medium Giant . The Dallas Morning News , a leading daily newspaper, is renowned for its excellent journalistic reputation, intense regional focus, and close community ties. As a testament to its commitment to quality journalism, the publication has been honored with nine Pulitzer Prizes. Medium Giant , an integrated creative marketing agency with offices in Dallas and Tulsa, works with a roster of premium brands and companies. In 2024, the agency earned top industry recognition, winning an AAF Addy and the AMA DFW Annual Marketer of the Year Award for Campaign of the Year, along with six prestigious Davey Awards. Medium Giant is a wholly owned business of DallasNews Corporation. For additional information, visit mediumgiant.co.  Shareholder Contacts D.F. King & Co., Inc. Toll-free: 1-866-416-0577 DALN@dfking.com  Okapi Partners LLC Toll-free: 1-844-343-2621 Info@okapipartners.com  Media Contact Gagnier Communications Riyaz Lalani / Dan Gagnier DallasNews@gagnierfc.com 

View Full Filing

View this DEFA14A filing on SEC EDGAR