DallasNews to be acquired by Hearst for $14.00 per share in cash

DallasNews Corp

Merger consideration: $14.00 in cash per share of common stock.
Supporting shareholders (~55% voting power) agree to vote in favor.
Closing requires two-thirds approval from each class plus net cash >= $20M.
Termination fee of $3M payable to Parent under specified conditions.
CEO Grant Moise and President Mary Kathryn Murray each get transaction bonuses ($1.65M/$850k).

item 1.01 item 5.02 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

DallasNews Corp: Amended and restated bylaws to change exclusive forum provision, add jury trial waiver, and establish minimum ownership threshold for derivative proceedings (effective 2025-07-09).

Change: bylaw amendment
Effective: 2025-07-09

Exact text from the filing

On July 9, 2025, in connection with certain recent changes to the TBOC, the Board approved the amendment and restatement of the Company’s bylaws (as amended and restated, the “Second Amended and Restated Bylaws”), effective as of such date.

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Source: SEC EDGAR

accession 0001193125-25-157392

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