Table of Contents Commission file no. 1-33741 DallasNews CORPORATION (Exact name of registrant as specified in its charter) Texas 38-3765318 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2025 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d ...

Agency segment profit improved $0.2 million on a year-over-year basisPension annuitization is complete and the Company recognized a non-cash pension settlement charge of $35.3 millionOn July 9, the Company entered into an Agreement and Plan of Merger with Hearst DALLAS, July 30, 2025 (GLOBE NEWSWIRE) -- DallasNews Corporation (Nasdaq: DALN) (the “Company” or “DallasNews”), the Dallas-based holding company of The Dallas Morning News and Medium Giant, today reported financial results for the second quarter of ...

Announces Increase in Merger Consideration Offered by Hearst Board Adopts Shareholder Rights Plan DALLAS, July 28, 2025 (GLOBE NEWSWIRE) -- DallasNews Corporation (Nasdaq: DALN) (the “Company” or “DallasNews”), the holding company of The Dallas Morning News and Medium Giant, today announced that its Board of Directors (the “Board”), following consultation with the Company’s legal and financial advisors, reviewed and rejected the unsolicited, non-binding proposal received on July 22, 2025 from MNG Enterprise ...

DALLAS, July 23, 2025 (GLOBE NEWSWIRE) -- DallasNews Corporation (Nasdaq: DALN) (the “Company” or “DallasNews”), the holding company of The Dallas Morning News and Medium Giant, today confirmed that it has received an unsolicited, non-binding proposal (the “MNG Proposal”) from MNG Enterprises, Inc., an affiliate of Alden Global Capital, to acquire all of the issued and outstanding shares of the Company’s common stock at a price of $16.50 per share in cash. The MNG Proposal is subject to certain conditions a ...

Core Viewpoint - Monteverde & Associates PC is investigating DallasNews Corporation regarding its sale to Hearst Communications for $14.00 per share, questioning the fairness of the deal [1]. Group 1: Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report and has recovered millions for shareholders [1]. - The firm is located in the Empire State Building, New York City, and specializes in class action securities litigation [2]. Group 2: Legal Investigation - The investigation focuses on the sale of DallasNews Corporation to Hearst Communications, which offers $14.00 in cash per share to shareholders [1]. - The firm encourages shareholders with concerns to reach out for additional information [3].

Core Viewpoint - The Ademi Firm is investigating DallasNews for potential breaches of fiduciary duty and other legal violations related to its transaction with Hearst [1][2]. Group 1: Transaction Details - Shareholders of DallasNews will receive $14.00 per share in cash as part of the transaction [2]. - DallasNews insiders are set to receive substantial benefits under change of control arrangements [2]. Group 2: Board Conduct - The transaction agreement imposes significant penalties on DallasNews if it accepts competing bids, which may limit competing transactions unreasonably [2]. - The investigation focuses on whether the DallasNews board of directors is fulfilling their fiduciary duties to all shareholders [2].

Core Viewpoint - DallasNews Corporation is set to be acquired by Hearst, enhancing its legacy of independent journalism with Hearst's resources and industry reputation [1][3]. Company Overview - DallasNews Corporation is the holding company for The Dallas Morning News and Medium Giant, known for its strong journalistic reputation and community ties [7]. - The Dallas Morning News has won nine Pulitzer Prizes, highlighting its commitment to quality journalism [7]. - Medium Giant is an integrated creative marketing agency that has received multiple industry awards, including the AAF Addy and the AMA DFW Annual Marketer of the Year [8]. Acquisition Details - Shareholders of DallasNews will receive $14.00 in cash per share, representing a 219% premium over the closing price of $4.39 on July 9, 2025 [3]. - The acquisition has been unanimously approved by the Boards of Directors of both companies and is expected to close in the third or early fourth quarter of 2025 [3][4]. Strategic Implications - Upon completion, The Dallas Morning News will join Hearst Newspapers, which publishes 28 dailies and 50 weeklies across the U.S. [4]. - Hearst plans to invest in The Dallas Morning News' digital strategy and journalism, aiming to expand its audience reach [5]. - The acquisition aligns with Hearst's strategy of supporting trusted local media brands in growth markets [5]. Leadership Statements - Hearst Newspapers' president emphasized the commitment to support The Dallas Morning News through investments in digital strategy and journalism [5]. - The CEO of DallasNews highlighted the shared values with Hearst and the importance of their resources for the future of The Dallas Morning News [5]. Transition to Private Company - Following the acquisition, DallasNews Corporation will become a private entity, and its shares will no longer be traded on Nasdaq [5].

Core Viewpoint - DallasNews Corporation has appointed Colleen McCain Nelson as the Executive Editor of The Dallas Morning News, effective August 11, 2025, marking her return to the newsroom after nearly 12 years as a writer [1][4]. Company Overview - DallasNews Corporation is the holding company for The Dallas Morning News and Medium Giant, with The Dallas Morning News being Texas' leading daily newspaper, recognized for its strong journalistic reputation and community ties [9]. - Medium Giant is an integrated creative marketing agency that has received multiple industry awards, including the AAF Addy and the AMA DFW Annual Marketer of the Year Award for Campaign of the Year in 2024 [10]. Leadership Appointment - Colleen McCain Nelson, a Pulitzer Prize-winning journalist, previously served as the Executive Editor of The Sacramento Bee and has led journalists across five California newsrooms [2][3]. - Grant Moise, Publisher of The Dallas Morning News, expressed confidence in Nelson's leadership, highlighting her commitment to journalistic excellence and digital transformation [3][4]. Career Background of Colleen McCain Nelson - Nelson has a rich background in journalism, having worked as a White House correspondent for The Wall Street Journal and covering two presidential campaigns [7]. - She has held various editorial roles, including national opinion editor for McClatchy and vice president/editorial page editor of the Kansas City Star, which produced three Pulitzer finalists [6][8]. - Nelson's previous work at The Dallas Morning News included reporting on local, state, and national politics, contributing to the newspaper's 2010 Pulitzer Prize for editorial writing [4][5]. Awards and Recognition - Under Nelson's leadership, the Sacramento Bee received several national and state journalism awards, including a Sigma Delta Chi Award and six first-place awards at the California Journalism Awards in 2024 [3].

Core Insights - DallasNews Corporation (DALN) shares have declined 12.4% since the earnings report for Q1 2025, underperforming the S&P 500 index which grew by 1.6% during the same period [1] - The company reported a net income of $5.28 per share for Q1 2025, a significant improvement from a net loss of $0.25 per share in the prior year, primarily due to a $36.2 million gain from the sale of its Plano printing facility [2] - Total revenue decreased by 6.4% year-over-year to $29.1 million, with declines across advertising, circulation, and other revenue lines [2] Financial Performance - Net income for the quarter was $28.3 million, compared to a net loss of $1.4 million in the prior-year period [3] - Advertising and marketing services revenue fell by 7.2% to $10.8 million, driven by a 12.2% drop in print advertising, while digital advertising slightly decreased to $1.9 million [4] - Circulation revenue declined by 5.2% to $15.4 million, largely due to a 6% drop in print circulation [4] Segment Analysis - The core TDMN segment experienced a 28.3% year-over-year decline in profit to $3.8 million, while the Agency segment improved from a $0.4 million loss to a $0.2 million profit [5] - The adjusted operating loss widened to $1.2 million from $0.8 million in the previous year, indicating ongoing revenue pressures despite cost containment efforts [2][8] Management Strategy - CEO Grant Moise described the quarter as a milestone in the "Return to Growth Plan," emphasizing the strategic sale of the Plano printing facility which unlocked capital for reinvestment and fully funded pension obligations [6] - The company completed its transition in printing operations and expects to realize cost savings starting in May [7] - Management highlighted that the sale of the Plano property significantly boosted GAAP profitability, although underlying operations continued to face challenges [8] Cost Management - Total adjusted operating expenses decreased by 4.9% year-over-year to $30.3 million, primarily due to headcount rationalization and lower severance and depreciation costs [9] - A 13.2% reduction in workforce year-over-year contributed to employee compensation and benefit savings of $1.2 million [8] Pension Obligations - In April, DallasNews used proceeds from the Plano property sale to fully fund its pension liabilities through an annuity purchase agreement, relieving the company of long-term pension obligations [11] - This move simplified the balance sheet and aligned with broader efforts to streamline operations and reduce financial risk [11]

Financial Data and Key Metrics Changes - For Q1 2025, Dallas News Corporation reported a net income of $28.3 million or $5.28 per share, compared to a net loss of $1.4 million in Q1 2024 [5] - Operating income for the quarter was $34.2 million, which includes a net gain of $36.2 million from the sale of the Plano printing facility [5] - Total revenue decreased to $29.1 million from $31.1 million year-over-year, a decline of $2 million [5] - On a non-GAAP basis, the adjusted operating loss was $1.2 million, an improvement of $400,000 compared to the adjusted operating loss of $800,000 in the same period last year [5][6] Business Line Data and Key Metrics Changes - Advertising and marketing services revenue was $800,000, a decrease of $800,000 or 7.2% compared to $11.6 million reported last year, primarily due to a print advertising revenue decline of $700,000 or 12.2% [6] - Circulation revenue was $15.4 million, down $900,000 or 5.2% from $16.3 million last year, mainly due to a print circulation revenue decrease of $700,000 or 6% [6] - Total membership, including both print and digital, was 125,972 as of March 31, down from 126,973 as of December 31 [6] Market Data and Key Metrics Changes - Digital-only subscriptions increased to 65,028, reflecting a 1.1% increase from December 31 and a 4.2% increase compared to March of last year [7] - The company noted softness in print advertising, particularly in real estate and retail sectors, while financial services advertising remained robust [32][33] Company Strategy and Development Direction - The company is focused on transitioning print operations to a smaller, more efficient facility, with expected expense savings starting in May [10][11] - The board is discussing capital allocation strategies, including investing in digital revenue growth and returning capital to shareholders [11] - The company aims to improve margins at Medium Giant by focusing on larger, more profitable accounts and discontinuing relationships with smaller clients [43] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the return to growth plan, highlighting the successful funding of pension obligations and the transition to a new printing facility [9][10] - The management acknowledged the slower-than-expected growth in digital subscriptions but is implementing more aggressive offers to stimulate growth [25][26] - Economic uncertainties, including tariffs and consumer demand, are being closely monitored as they may impact advertising budgets [11][32] Other Important Information - The company recorded $6 million in tax expense for the quarter, but cash taxes are expected to be approximately $700,000 due to the utilization of net operating loss carryforwards [8] - As of April 25, the company had approximately $36 million in cash and cash equivalents following the sale of the Plano property [11] Q&A Session Summary Question: Is the company still on track for the $5 million profit improvement expected for 2025? - Management confirmed that they expect to realize the $5 million in savings starting in May, with a partial realization in Q2 and full realization in Q3 and Q4 [21][22] Question: Can you explain the 16% lift in starts from the new dynamic paywall? - The 16% lift refers to the increase in new subscriptions generated by the dynamic paywall compared to the previous meter strategy, which was based on fixed business rules [24] Question: How are subscribers trending in Q2? - Subscriber growth is still occurring, but at a slower pace than desired. The company is testing a more aggressive offer to boost subscription volume [25][26] Question: What areas of advertising showed weakness in Q1? - The company noted softness in real estate and retail advertising, while financial services remained strong. The agency side is steadier compared to print [32][33] Question: Will the increase in newsprint usage normalize in Q2? - Yes, the newsprint usage will return to 2024 levels, although pricing may fluctuate due to market conditions [38][39] Question: What is the status of pension obligations? - The company spent $10 million to fully fund the pension, which was less than the initially expected $14 to $16 million [41] Question: What is the expected profitability level for Medium Giant going forward? - Management aims to improve Medium Giant's margins into the double digits, focusing on larger clients to enhance profitability [44]