{"schema_version":"secwatch.filing_event.v1","accession":"0001413898-25-000098","form_type":"8-K","ticker":null,"cik":"0001413898","company_name":"DallasNews Corp","filed_at":"2025-09-24T23:59:59+00:00","discovered_at":"2026-05-14T18:02:43.930418+00:00","generated_at":"2026-05-17T05:45:41.722301+00:00","sec_items":["2.01","3.01","3.03","5.01","5.02","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"DallasNews completes $16.50/share all-cash merger with Hearst; stock delisted","bullets":["Shareholders receive $16.50 per share in cash; stock ceases trading after Sept 24, 2025.","Merger closed Sept 24, 2025; approved by shareholders at special meeting Sept 23, 2025.","DallasNews becomes wholly owned by Hearst; The Dallas Morning News and Medium Giant now operate under Hearst.","Pre-merger directors (Moise, Beckert, Caldera, McCray, Shive) resigned; new directors Johnson and Reinhardt appointed.","Pre-merger officers resigned; Moise reappointed, along with Johnson, Reinhardt, Kors, McDonald, Bostron, Redman as officers."],"urls":{"canonical":"https://secwatch.observer/filing/0001413898-25-000098","json":"https://secwatch.observer/filing/0001413898-25-000098.json","markdown":"https://secwatch.observer/filing/0001413898-25-000098.md","text":"https://secwatch.observer/filing/0001413898-25-000098.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1413898/000141389825000098/0001413898-25-000098-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1413898/000141389825000098/daln-20250924x8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T05:45:41.722301+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"11da806b7ccb8c9b09056103be916d1f0bbd1859","claim":"DallasNews Corp: Bylaws of Merger Sub became the bylaws of the Company.","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1413898/000141389825000098/0001413898-25-000098-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"3c353da99373028e1c281e4ccb97d50e49508ef5","claim":"DallasNews Corp: Certificate of Formation amended and restated in its entirety.","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1413898/000141389825000098/0001413898-25-000098-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"8e854bc4dde1ea92cac5a5e4b8567cd2831e6615","claim":"DallasNews Corp underwent a change of control involving Hearst Media West, LLC for $16.50 per share (closed 2025-09-24).","evidence_excerpt":"announced today that the Company’s pending merger with Hearst (the “Hearst Merger”) has now been completed and DallasNews shareholders will receive an all cash consideration of $16.50 per share of DallasNews common stock.  The Dallas Morning News and Medium Giant will now operate as part of Hearst, one of the nation’s leading information, services and media","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1413898/000141389825000098/0001413898-25-000098-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Hearst Media West, LLC"},{"label":"Consideration","value":"$16.50 per share"},{"label":"Closing","value":"2025-09-24"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}