Dallasnews Corporation
09/15/2025 | Press release | Distributed by Public on 09/15/2025 05:16
Additional Proxy Soliciting Materials (Form DEFA14A)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |

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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
On September 15, 2025, DallasNews Corporation furnished the following letter to its shareholders:

Attention All DallasNews Corporation Shareholders

Hearst Has Increased Its Offer to Acquire DallasNews

Don't Delay - Vote FOR the Hearst Merger Today and Secure $16.50 Per Share

DallasNews Corporation (Nasdaq: DALN) has entered into a definitive agreement to be acquired by Hearst, one of the nation's most distinguished news organizations, at a significant premium.
Hearst Has Confirmed the Enhanced Offer of $16.50 Per Share is the Best and Final Offer

If the Hearst Merger is Not Approved by Shareholders, DallasNews Will Remain a Standalone Public Company and its Shares May Return to their Pre-Announcement Trading Value of ~$4 per Share

Vote on the Enclosed Proxy Card Today to Secure a 276% Premium

Some of the Benefits of the Hearst Merger for Shareholders Include:

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Shareholders will be entitled to receive an enhanced all-cash payment of $16.50 per share. |

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This represents a significant premium of 276% over the $4.39 closing price per share of Series A Common Stock on July 9, 2025 (the date prior to the announcement of the transaction). |

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The Hearst Merger provides shareholders the opportunity to realize accelerated ROI and immediate liquidity, while eliminating company ownership risks for shareholders. |

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Leading independent proxy advisory firms Glass, Lewis & Co. and Institutional Shareholder Services Inc. recommend shareholders vote FOR the Hearst Merger. |
Your Vote is Very Important No Matter How Many Shares You Own

Two-Thirds of the Shares of Series A Common Stock, Two-Thirds of the Shares of Series B Common Stock and Two-Thirds of the Combined Voting Power of the Series A and Series B Common Stock Must Vote in Favor of the Hearst Merger

The voting window is closing rapidly - it is important to act now

Not voting is the same as voting against the transaction

Vote FOR the Hearst Merger Today and Secure Certain Value for Your Investment

To be certain your vote is cast by phone or internet, please vote on or before September 22, 2025, at 10:59 p.m. CT

If you have questions about voting your proxy or require replacement proxy materials, please contact our proxy solicitors D.F. King & Co., Inc. toll-free +1 (866) 416-0577 or by email at [email protected] or Okapi Partners toll-free at +1 (844) 343-2621 or by email at [email protected]



Dallasnews Corporation published this content on September 15, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 15, 2025 at 11:16 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]