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DallasNews Corporation to Join Hearst

The Dallas Morning News鈥� 140-year legacy of exceptional, independent journalism strengthened by Hearst鈥檚 resources, scale and industry reputation

DALLAS, Texas and NEW YORK, July 10, 2025 (GLOBE NEWSWIRE) -- DallasNews Corporation (Nasdaq: DALN) (the 鈥淐ompany鈥� or 鈥淒allasNews鈥�), the holding company of The Dallas Morning News and Medium Giant, and Hearst, one of the nation鈥檚 leading information, services and media companies, today announced that the companies have signed a definitive agreement whereby DallasNews Corporation would be acquired by Hearst.

The announcement was made by Steven R. Swartz, president and chief executive officer of Hearst, and Grant Moise, chief executive officer of DallasNews Corporation and publisher of The Dallas Morning News.

DallasNews shareholders will receive $14.00 in cash for each share of common stock - a premium of 219% based on the closing price of DallasNews鈥� common stock of $4.39 per share on July 9, 2025. The transaction, which has been unanimously approved by the Boards of Directors of both companies, is expected to close during the third or early fourth quarter.

Upon closing, The Dallas Morning News will join Hearst Newspapersthe operating group responsible for Hearst鈥檚 newspapers, local digital marketing services businesses and directorieswhich publishes 28 dailies and 50 weeklies across the United States. Medium Giant, DallasNews鈥� integrated creative marketing agency, will complement Hearst Newspapers鈥� agency level services.

Jeff Johnson, president of Hearst Newspapers, stated, 鈥淗earst Newspapers is committed to supporting The Dallas Morning News鈥� continued success through smart investments in their digital strategy, compelling journalism and expanded audience reach. This move aligns squarely with our strategy of backing trusted, high-impact local media brands in growth markets. We鈥檙e looking forward to working with the teams at The News and Medium Giant.鈥�

Moise added, 鈥淔or 140 years, The Dallas Morning News has earned enviable status as one of the most trusted and distinguished daily newspapers in the U.S. We鈥檝e done so by focusing on the issues that matter most to our North Texas community and by embracing the kind of objective, accountable and skillful reporting at the heart of impactful journalism. The Hearst family of newspapers shares these values. Their resources, expertise and track record of supportingand investing inlocal independent journalism will ensure The Dallas Morning News thrives for decades to come.鈥�

鈥淲e also believe our Medium Giant clients will benefit from access to, and collaboration with, Hearst Newspapers鈥� agency level services,鈥� Moise continued. 鈥淭he agencies will deliver best-in-class solutions, digital expertise and strategic acumen.鈥�

Robert W. Decherd, DallasNews Corporation鈥檚 former board chairman, president and chief executive officer during a career spanning 50 years, and current owner of a majority of the voting power of DallasNews Corporation stock, said, 鈥�The News鈥� 140-year commitment to distinguished journalism has been extraordinarily important to the evolution of Dallas as one of America鈥檚 greatest cities. We have generations of News employees to thank for this. I鈥檓 confident that the path forward with Hearst Newspapers assures The News鈥� ability to continue informing and strengthening North Texas for many years to come.鈥�

Upon closing of the transaction, DallasNews Corporation will become a private company and its shares will no longer trade on Nasdaq.

J.P. Morgan Securities LLC and Haynes Boone served as exclusive financial advisor and legal advisor, respectively, to DallasNews Corporation. 听Clifford Chance US LLP served as legal advisor to Hearst.

About DallasNews Corporation
is the Dallas-based holding company of The Dallas Morning News and Medium Giant. The Dallas Morning News, a leading daily newspaper, is renowned for its excellent journalistic reputation, intense regional focus, and close community ties. As a testament to its commitment to quality journalism, the publication has been honored with nine Pulitzer Prizes. Medium Giant, an integrated creative marketing agency with offices in Dallas and Tulsa, works with a roster of premium brands and companies. In 2024, the agency earned top industry recognition, winning an AAF Addy and the AMA DFW Annual Marketer of the Year Award for Campaign of the Year, along with six prestigious Davey Awards. Medium Giant is a wholly owned business of DallasNews Corporation. For additional information, visit mediumgiant.co.

About Hearst
听is one of the nation鈥檚 leading global, diversified information, services and media companies. Hearst has been innovating for more than a century, leading with purpose, integrity and a culture of care, with a mission to inform audiences and improve lives. The company鈥檚 diverse portfolio includes global financial services leader Fitch Group; Hearst Health, a group of medical information and services businesses; Hearst Transportation, which includes CAMP Systems International, a major provider of software-as-a-service solutions for managing maintenance of jets and helicopters; ownership in cable television networks such as A&E, HISTORY, Lifetime and ESPN; 35 television stations; leading newspapers across the United States, including the Houston Chronicle, San Francisco Chronicle and Times Union (Albany); digital services businesses; and more than 200 magazine editions around the world.

Forward-Looking Statements
This communication听contains forward-looking statements within the meaning of Section听27A of the Securities Act of 1933, as amended, and Section听21E of the Securities Exchange Act of 1934, as amended. These statements are based on current expectations, estimates and projections about, among other things, the industry and markets in which the Company operates and the transactions described in this communication.听Words such as 鈥渁nticipate,鈥� 鈥渁ssume,鈥� 鈥渂elieve,鈥� 鈥渃an,鈥� 鈥渃ould,鈥� 鈥渆stimate,鈥� 鈥渇orecast,鈥� 鈥渋ntend,鈥� 鈥渆xpect,鈥� 鈥渕ay,鈥� 鈥減roject,鈥� 鈥減lan,鈥� 鈥渟eek,鈥� 鈥渟hould,鈥� 鈥渢arget,鈥� 鈥渨ill,鈥� 鈥渨ould鈥� and their opposites and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those set forth in forward-looking statements. While the Company鈥檚 management believes the assumptions underlying its forward-looking statements and information are reasonable, such information is necessarily subject to uncertainties and may involve certain risks, many of which are difficult to predict and are beyond the control of the Company鈥檚 management. These risks include, but are not limited to: (i)听the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement between the Company and Hearst (the 鈥淢erger Agreement鈥�); (ii)听the outcome of any legal proceedings that may be instituted against the Company and others following announcement of the Merger Agreement; (iii)听the inability to complete the proposed merger transaction involving the Company and Hearst (the 鈥淢erger鈥�) due to the failure to obtain the requisite approval of the Company鈥檚 shareholders or the failure to satisfy other conditions to completion of the Merger; (iv)听risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the Merger; (v)听the impact, if any, of the announcement or pendency of the Merger on the Company鈥檚 relationships with customers or other commercial partners; (vi)听the amount of the costs, fees, expenses and charges related to the Merger; and (vii)听other risks described in the Company鈥檚 public disclosures and filings with the Securities and Exchange Commission (the 鈥淪EC鈥�). All forward-looking statements speak only as of the date of this communication听or, in the case of any document incorporated by reference, the date of that document. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are qualified by the cautionary statements in this section. We undertake no obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of this communication.

Additional Information and Where to Find It
This communication is being made in connection with the proposed merger transaction involving the Company and Hearst. In connection with the proposed transaction, the Company will file a proxy statement with the SEC. This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or with respect to the proposed transaction.听SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.听The definitive proxy statement will be mailed to the Company鈥檚 shareholders. In addition, when available, the proxy statement and the documents incorporated therein by reference will be available free of charge at the SEC鈥檚 website, www.sec.gov. When available, the proxy statement and the documents incorporated therein by reference also may be obtained for free at the Company鈥檚 website, dallasnewscorporation.com, or by contacting the Company at (214)听977-8869.

Participants in the Solicitation
The Company and its directors and officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the Company鈥檚 directors and executive officers is included in its proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on March 26, 2025, and will be included in the proxy statement relating to the proposed transaction, when it becomes available.

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