UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 2324, 2025

DallasNews CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number: 1-33741



Texas		38-3765318
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

P. O. Box 224866, Dallas, Texas 75222-4866		(214) 977-8869
(Address of principal executive offices, including zip code)		(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Series A Common Stock, $0.01 par value	DALN	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
‎

~~Item~~Introductory ~~5.07. Submission of Matters to a Vote of Security Holders.~~Note

AOn ~~special~~September ~~meeting~~24, of2025 ~~shareholders~~(the of“Closing Date”), DallasNews Corporation, a Texas corporation (the “Company”), ~~was~~Hearst ~~held~~Media atWest, ~~10:00~~LLC, a~~.m.~~ ~~Central~~Delaware ~~Time~~limited onliability ~~September~~company 23(“Parent”), ~~2025,~~Destiny atMerger ~~the~~Sub, ~~Company’s~~Inc., ~~corporate~~a ~~headquarters~~Texas ~~located~~corporation atand ~~1954~~wholly ~~Commerce~~owned ~~Street,~~subsidiary ~~Dallas,~~of ~~Texas~~Parent ~~75201~~ (~~the~~ “~~Special~~Merger ~~Meeting~~Sub”)., Asand ofHearst ~~the~~Communications, ~~close~~Inc., ofa ~~business~~Delaware oncorporation ~~August~~and ~~14, 2025,~~ the ~~record~~indirect ~~date~~owner ~~for~~of ~~the~~all ~~Special~~of ~~Meeting (~~the ~~“Record~~outstanding ~~Date”),~~equity ~~4,739,025~~of ~~shares~~each of ~~Series~~Parent Aand ~~common~~Merger ~~stock,~~Sub ~~par~~(“Hearst ~~value $0.01 per share~~Communications”), ofcompleted the ~~Company~~transactions ~~(the~~contemplated ~~“Series~~by Athat ~~Common~~certain ~~Stock”)~~Agreement and ~~613,465~~Plan ~~shares~~ of ~~Series B common stock~~Merger, ~~par~~dated ~~value~~as ~~$0.01~~of ~~per~~July ~~share~~9, of2025 ~~the Company~~ (the “~~Series~~Original BMerger ~~Common Stock~~Agreement,” and, ~~together~~as ~~with~~amended ~~the~~on ~~Series~~July A27, ~~Common~~2025 ~~Stock~~and September 14, 2025, the “~~Common~~Merger ~~Stock~~Agreement”), ~~were~~by ~~outstanding~~ and ~~entitled~~among ~~to vote at~~ the ~~Special~~Company, ~~Meeting.~~Parent, ~~Each~~Merger ~~holder~~Sub ofand, ~~shares~~solely offor ~~Series~~the Apurposes ~~Common~~specified ~~Stock~~therein, ~~was~~Hearst ~~entitled~~Communications, toincluding ~~one~~the ~~vote~~merger onof ~~each~~Merger ~~matter~~Sub ~~submitted~~with toand ainto ~~vote~~the atCompany (the ~~Special~~“Merger”), ~~Meeting~~with ~~for~~the ~~each~~Company ~~share~~surviving ofthe ~~Series~~Merger Aas ~~Common~~a ~~Stock~~wholly ~~that the shareholder~~ owned atsubsidiary ~~the close~~ of ~~business on the record date~~Parent. ~~Each~~The ~~holder~~description of ~~shares~~the ofMerger ~~Series~~Agreement Band ~~Common~~related ~~Stock~~transactions ~~was~~(including, ~~entitled~~without tolimitation, 10the ~~votes~~Merger) onin ~~each~~this ~~matter~~Form ~~submitted~~8-K todoes anot ~~vote~~purport atto ~~the~~be ~~Special~~complete ~~Meeting~~and ~~for~~is ~~each~~subject ~~share~~to ofand ~~Series~~qualified Bin ~~Common~~its ~~Stock~~entirety ~~that~~by ~~the~~reference ~~shareholder~~to ~~owned at~~ the ~~close~~full text of ~~business~~(i) on the ~~record~~Original ~~date.~~Merger ~~At the Special Meeting~~Agreement, a ~~majority~~copy of ~~the~~which ~~voting~~was ~~power~~filed ofas ~~the~~Exhibit ~~outstanding~~2.1 to ~~shares~~the ofCompany’s ~~Common~~Current ~~Stock~~Report ~~entitled~~on toForm ~~vote and at least one~~8-~~third~~K offiled with the ~~outstanding~~U.S. ~~shares~~Securities ofand ~~Common~~Exchange ~~Stock~~Commission ~~entitled~~(the to“SEC”) ~~vote~~on ~~were~~July ~~present at the Special Meeting~~10, ~~either~~2025 inand ~~person~~is orincorporated ~~represented~~herein by ~~proxy~~reference, ~~such~~(ii) ~~that~~the aFirst ~~quorum~~Amendment ~~was~~to ~~present~~Agreement ~~for~~and ~~the~~Plan ~~Special~~of ~~Meeting.~~Merger, Adated ~~summary~~as of ~~the~~July ~~voting~~27, ~~results for the following proposals is set forth below~~2025, ~~each~~a copy of which iswas ~~described~~filed inas ~~more~~Exhibit ~~detail~~2.1 to in the Company’s ~~definitive~~Current ~~proxy~~Report ~~statement,~~on ~~dated~~Form ~~August~~8-K ~~15,~~filed ~~2025~~with (the ~~“Original~~SEC ~~Proxy~~on ~~Statement”)~~July 27, as2025 ~~amended~~ and ~~supplemented~~is byincorporated aherein ~~Supplement~~by ~~No. 1~~reference, ~~dated~~and ~~August~~(iii) ~~26,~~the ~~2025~~Second ~~(“Supplement~~Amendment ~~No.~~to ~~1”)~~Agreement and ~~Supplement~~Plan ~~No.~~of 2Merger, dated as of September 1514, 2025, ~~(“Supplement~~a ~~No.~~copy ~~2”)~~of ~~(the~~which ~~Original~~was ~~Proxy~~filed ~~Statement,~~ as ~~amended~~Exhibit ~~and supplemented by Supplement No~~2. 1 to ~~and~~the ~~Supplement~~Company’s ~~No.~~Current 2,Report ~~the~~on ~~“Proxy~~Form ~~Statement”).~~8-K ~~The~~filed ~~Proxy~~with ~~Statement~~the ~~was~~SEC ~~first~~on ~~mailed~~September to15, ~~the~~2025 ~~Company’s~~and ~~shareholders~~is onincorporated orherein ~~about~~by ~~August 18, 2025~~reference.

~~Merger~~Item ~~Proposal~~2.01. Completion of Acquisition or Disposition of Assets.

AsThe ~~previously~~information ~~announced, on July 9, 2025, the Company entered into an Agreement and Plan of Merger (as amended, and including the plan of merger~~ set forth ~~therein,~~in the ~~“Merger~~Introductory ~~Agreement”),~~Note ~~by and among the Company, Hearst Media West, LLC, a Delaware limited liability company (“Parent”), Destiny Merger Sub, Inc., a Texas corporation and a direct, wholly owned subsidiary~~ of ~~Parent~~this ~~(“Merger~~Current ~~Sub”),~~Report ~~and,~~on ~~solely~~Form ~~for~~8-K ~~the~~is ~~purposes~~incorporated ~~specified~~by ~~therein,~~reference ~~Hearst~~in ~~Communications,~~this ~~Inc.,~~Item ~~a Delaware corporation, under which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent~~2.01.

~~The~~At ~~approval~~the effective time of the Merger ~~Agreement~~(the “Effective Time”), ~~the~~in ~~Merger~~accordance ~~and~~with the ~~other~~terms ~~transactions~~and ~~contemplated~~conditions byset forth in the Merger Agreement, each share of (i) the ~~“Merger~~Company’s ~~Proposal”)~~Series ~~required~~A common stock, par value $0.01 per share (the ~~affirmative~~“Series ~~vote~~A ofCommon Stock”), and (1ii) the ~~holders~~Company’s ofSeries atB ~~least~~common ~~two-thirds~~stock, ofpar value $0.01 per share ((i) and (ii), together, the ~~voting~~“Common ~~power~~Stock”), ofoutstanding ~~all~~immediately ofprior to the Effective Time (other than shares of Common Stock ~~outstanding~~(a) atheld ~~the~~in ~~close~~treasury of ~~business~~the onCompany, ~~the~~(b) ~~record~~issued ~~date~~and outstanding and ~~entitled~~owned toby ~~vote~~the ~~thereon~~Company, atParent ~~the~~or ~~Special~~Merger ~~Meeting~~Sub, ~~(2)~~or ~~the~~any ~~holders~~direct ofor atindirect ~~least~~wholly ~~two-thirds~~owned subsidiary of the ~~Series~~Company, AParent ~~Common~~or ~~Stock~~Merger ~~outstanding~~Sub at (the ~~close~~shares ofdescribed ~~business~~in onclauses (a) and (b), the ~~record~~“Excluded ~~date~~Shares”) or (c) held by shareholders who properly and ~~entitled~~validly toexercised ~~vote~~and ~~thereon~~perfected attheir ~~the~~statutory ~~Special~~rights ~~Meeting,~~of ~~voting~~dissent ~~separately~~and asappraisal ain ~~class~~respect of such shares in accordance with, and ~~(3)~~have ~~the~~otherwise ~~holders~~complied ofwith, atSubchapter ~~least~~H, ~~two-thirds~~Chapter 10 of the ~~Series~~Texas BBusiness ~~Common~~Organizations ~~Stock~~Code) ~~outstanding~~was atcanceled and extinguished and automatically converted into the ~~close~~right ofto ~~business~~receive oncash in the ~~record~~amount ~~date~~equal to $16.50, without interest and ~~entitled~~less toany ~~vote~~applicable ~~thereon~~withholding attaxes (the ~~Special~~“Merger ~~Meeting~~Consideration”). At the Effective Time, ~~voting~~and ~~separately~~by asvirtue aof ~~class~~the Merger, each Excluded Share ceased to be outstanding and was cancelled and ceased to exist without payment of any consideration therefor.

At Item ~~the~~3.01. ~~Special~~Notice ~~Meeting,~~of ~~the~~Delisting ~~Company’s~~or ~~shareholders~~Failure ~~voted~~to ~~upon~~Satisfy ~~and~~a ~~approved~~Continued ~~the~~Listing ~~Merger~~Rule ~~Proposal.~~or ~~The~~Standard; ~~votes~~Transfer onof ~~this proposal were as follows:~~Listing.

	For	Against	Abstain
Common Stock	9,712,645	536,214	434
Series A Common Stock	3,650,025	531,254	434
Series B Common Stock	6,062,620	4,960	0

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.

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~~Advisory~~Item ~~Compensation~~3.03. ~~Proposal~~Material Modification to Rights of Security Holders.

AtThe ~~the~~information ~~Special~~set ~~Meeting,~~forth in the ~~Company’s~~Introductory ~~shareholders~~Note ~~voted upon~~ and ~~approved,~~in onItem a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger (the “Advisory Compensation Proposal”)2.01 ~~Approval~~ of ~~the~~this ~~Advisory~~Current ~~Compensation~~Report ~~Proposal required the affirmative vote of the holders of a majority of the voting power of all the shares of Common Stock entitled to vote~~ on ~~the~~Form ~~matter~~8-K ~~and~~is ~~represented~~incorporated ~~in person or~~ by ~~proxy~~reference atin ~~the Special Meeting, assuming the presence of a quorum. The votes on~~ this ~~proposal~~Item ~~were as follows:~~3.03.

For		Against		Abstain
8,824,940		1,224,423		199,930

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.

~~Adjournment~~Item ~~Proposal~~5.01. Changes in Control of the Registrant.

~~Because~~The ~~the~~information ~~Merger~~set ~~Proposal~~forth ~~was~~in ~~approved,~~ the ~~proposal~~Introductory toNote ~~approve~~and ~~the~~in ~~adjournment~~Items ~~of the Special Meeting from time to time~~2.01, ~~if necessary or appropriate~~3.03, ~~including~~5.02 toand ~~solicit~~5.03 ~~additional proxies to vote in favor~~ of ~~the~~this ~~Merger~~Current ~~Proposal~~Report inon ~~the~~Form ~~event~~8-K ~~that~~is ~~there~~incorporated ~~are~~by ~~insufficient~~reference ~~votes~~in atthis ~~the~~Item ~~time of the Special Meeting to approve the Merger Proposal or to establish a quorum was rendered moot and was not called for a vote at the Special Meeting~~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. Bostron and Mark C. Redman were appointed, and Mr. Moise was reappointed, as officers of the Company.

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.

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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.

Item 9.01.

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)

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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 23, 2025

DALLASNEWS CORPORATION

Date: September 24, 2025

DALLASNEWS CORPORATION

/s/ ~~Katy~~Jeffrey ~~Murray~~M. Johnson

Katy Murray

Jeffrey M. Johnson

Filing Compare · DallasNews Corp