DallasNews Corp Completes Asset Acquisition

TL;DR

DallasNews Corp just bought assets from The Dallas Morning News. Big deal for their publishing biz.

AI Summary

DallasNews Corp. announced on September 24, 2025, that it has completed the acquisition of assets from The Dallas Morning News. This transaction involved significant financial considerations and is expected to impact the company's operational structure and reporting.

Why It Matters

This acquisition signifies a strategic move by DallasNews Corp to consolidate assets, potentially leading to operational efficiencies and a stronger market position in its publishing segment.

Risk Assessment

Risk Level: medium — The acquisition of assets, especially from a related entity like The Dallas Morning News, can introduce complexities in integration and financial reporting, warranting a medium risk assessment.

Key Players & Entities

• DallasNews Corp (company) — Registrant
• The Dallas Morning News (company) — Acquired Assets From
• A. H. Belo Corp (company) — Former Company Name

FAQ

Key Financial Figures

• $0.01 — ich registered Series A Common Stock, $0.01 par value DALN The Nasdaq Stock Mar
• $16 — to receive cash in the amount equal to $16.50, without interest and less any appli
• $88.3 million — ed transactions came from approximately $88.3 million in cash on hand. Item 5.02. Departure

Filing Documents

• daln-20250924x8k.htm (8-K) — 140KB
• daln-20250924xex3_1.htm (EX-3.1) — 18KB
• daln-20250924xex3_2.htm (EX-3.2) — 195KB
• daln-20250924xex99_1.htm (EX-99.1) — 17KB
• 0001413898-25-000098.txt ( ) — 522KB
• daln-20250924.xsd (EX-101.SCH) — 2KB
• daln-20250924_lab.xml (EX-101.LAB) — 20KB
• daln-20250924_pre.xml (EX-101.PRE) — 11KB
• daln-20250924x8k_htm.xml (XML) — 5KB

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01. At the effective time of the Merger (the "Effective Time"), in accordance with the terms and conditions set forth in the Merger Agreement, each share of (i) the Company's Series A common stock, par value $0.01 per share (the "Series A Common Stock"), and (ii) the Company's Series B common stock, par value $0.01 per share ((i) and (ii), together, the "Common Stock"), outstanding immediately prior to the Effective Time (other than shares of Common Stock (a) held in treasury of the Company, (b) issued and outstanding and owned by the Company, Parent or Merger Sub, or any direct or indirect wholly owned subsidiary of the Company, Parent or Merger Sub (the shares described in clauses (a) and (b), the "Excluded Shares") or (c) held by shareholders who properly and validly exercised and perfected their statutory rights of dissent and appraisal in respect of such shares in accordance with, and have otherwise complied with, Subchapter H, Chapter 10 of the Texas Business Organizations Code) was canceled and extinguished and automatically converted into the right to receive cash in the amount equal to $16.50, without interest and less any applicable withholding taxes (the "Merger Consideration"). At the Effective Time, and by virtue of the Merger, each Excluded Share ceased to be outstanding and was cancelled and ceased to exist without payment of any consideration therefor.

01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 3.01. On September 24, 2025, the Company notified The Nasdaq Stock Market LLC ("Nasdaq") that the Merger had been completed, and requested that Nasdaq suspend trading of the Series A Common Stock on Nasdaq prior to the opening of trading on September 25, 2025. The Company also requested that Nasdaq file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting of all shares of Series A Common Stock from Nasdaq and the deregistration of such shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, the Series A Common Stock will no longer be listed on Nasdaq. In addition, the Company intends to file a certification on Form 15 with the SEC regarding the termination of registration of all shares of Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to all shares of Common Stock.

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. The information set forth in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03. As a result of the Merger, each share of Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was converted, at the Effective Time, into the right to receive the Merger Consideration. Accordingly, at the Effective Time, the holders of such shares of Common Stock ceased to have any rights as shareholders of the Company, other than the right to receive the Merger Consideration.

01. Changes in Control of the Registrant

Item 5.01. Changes in Control of the Registrant. The information set forth in the Introductory Note and in Items 2.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01. As a result of the completion of the Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Parent. The funds used by Parent to consummate the Merger and complete the related transactions came from approximately $88.3 million in cash on hand. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 5.02. Directors In connection with the completion of the Merger (and not as a result of any disagreement with the Company), at, and conditioned on the occurrence of, the Effective Time, Grant S. Moise, John A. Beckert, Louis E. Caldera, Ronald D. McCray and Dunia A. Shive each resigned from their positions as members of the board of directors of the Company (the "Board") and from any and all committees of the Board on which they served. In connection with the completion of the Merger, at, and conditioned on the occurrence of, the Effective Time, Jeffrey M. Johnson and Suzanne Reinhardt were appointed as directors of the Company. Officers In connection with the completion of the Merger, at, and conditioned on the occurrence of, the Effective Time, all officers of the Company immediately prior to the Effective Time, including Mr. Moise, Katy Murray, Catherine G. Collins and Gary F. Cobleigh, resigned and ceased serving in their respective roles as officers of the Company. In connection with the completion of the Merger, at, and conditioned on the occurrence of, the Effective Time, Jeffrey M. Johnson, Suzanne Reinhardt, David L. Kors, Warren K. McDonald, Catherine A.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 5.03. Pursuant to the terms of the Merger Agreement, at the Effective Time, the Certificate of Formation of the Company, as amended, in effect immediately prior to the Effective Time was amended and restated in its entirety (as amended and restated, the "Charter"). A copy of the Charter is attached hereto as Exhibit 3.1 and is incorporated herein by reference. Pursuant to the terms of the Merger Agreement, at the Effective Time, the bylaws of Merger Sub, in effect immediately prior to the Effective Time, became the bylaws of the Company (except that all references to the name of Merger Sub were replaced with references to the name of the Company) (the "Bylaws"). A copy of the Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. On September 24, 2025, the Company issued a press release announcing the closing of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of July 9, 2025, by and among DallasNews Corporation, Hearst Media West, LLC, Destiny Merger Sub, Inc., and, solely for purposes of certain guaranty provisions set forth therein, Hearst Communications, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 10, 2025) 2.2 First Amendment, dated as of July 27, 2025, to Agreement and Plan of Merger, dated as of July 9, 2025, by and among DallasNews Corporation, Hearst Media West, LLC, Destiny Merger Sub, Inc., and, solely for purposes of certain guaranty provisions set forth therein, Hearst Communications, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 28, 2025) 2.3 Second Amendment, dated as of September 14, 2025, to Agreement and Plan of Merger, dated as of July 9, 2025, by and among DallasNews Corporation, Hearst Media West, LLC, Destiny Merger Sub, Inc., and, solely for purposes of certain guaranty provisions set forth therein, Hearst Communications, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 15, 2025) 3.1 Amended and Restated Certificate of Formation of DallasNews Corporation 3.2 Bylaws of DallasNews Corporation 99.1 Press Release, dated September 24, 2025, issued by DallasNews Corporation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: September 24, 2025 DALLASNEWS CORPORATION By: /s/ Jeffrey M. Johnson Jeffrey M. Johnson

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