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DallasNews Corporation Announces Shareholder Approval of Hearst Merger Agreement

1. DallasNews shareholders approved merger with Hearst Corporation. 2. Each shareholder will receive $16.50 per share in cash. 3. Merger expected to close on September 24, 2025. 4. DallasNews will cease trading as a public company post-merger. 5. Hearst aims to strengthen local media after acquisition.

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FAQ

Why Very Bullish?

The all-cash consideration of $16.50 per share represents a premium, boosting shareholder value. Historical mergers with premium payouts often lead to positive market reactions.

How important is it?

This merger significantly affects DALN's valuation directly, leading to realized gains for shareholders. It also alters DALN's market presence and operational structure under Hearst.

Why Short Term?

The merger's completion will lead to immediate capital returns for shareholders, impacting stock price quickly. Similar past mergers have demonstrated quick adjustments in market perceptions post-merger announcements.

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HEAR
DallasNews Shareholders to Receive an All Cash Consideration of $16.50 Per Share The Dallas Morning News and Medium Giant to Join Hearst DALLAS, Sept. 23, 2025 (GLOBE NEWSWIRE) -- DallasNews Corporation (Nasdaq: DALN) (the “Company” or “DallasNews”), the holding company of The Dallas Morning News and Medium Giant, announced today that shareholders approved the Company’s pending merger with Hearst (the “Hearst Merger”) at the Company’s Special Meeting of Shareholders held today (the “Special Meeting”). Subject to the completion of the closing, The Dallas Morning News and Medium Giant will now join Hearst, one of the nation’s leading information, services and media companies. As outlined in the Merger Agreement, DallasNews shareholders will receive an all cash consideration of $16.50 per share of DallasNews common stock, and DallasNews will cease to trade as a public company. “We would like to thank DallasNews shareholders for voting to approve this important and value creating merger with Hearst, and for securing the future of DallasNews,” said John A. Beckert, Chairman of the Board, DallasNews. “We are proud to have delivered this compelling and certain premium for shareholders, and are confident that The Dallas Morning News and Medium Giant have a bright future ahead as members of the Hearst family.” “With the agreement now approved, we’re excited to work with our new colleagues at The Dallas Morning News and Medium Giant,” said Jeff Johnson, President of Hearst Newspapers. “Bringing these respected organizations into Hearst fully aligns with our commitment to strengthening trusted, high-impact local media in growing markets, and we look forward to building the future together.” DallasNews has reported the results of the Special Meeting via a Form 8-K filed with the Securities and Exchange Commission. The transaction is expected to close on or about September 24, 2025, subject to the satisfaction or waiver of closing conditions. J.P. Morgan Securities LLC served as exclusive financial advisor to DallasNews Corporation and Haynes Boone served as legal advisor. About DallasNews CorporationDallasNews 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. Forward-Looking StatementsThis communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 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. Words such as “anticipate,” “assume,” “believe,” “can,” “could,” “estimate,” “forecast,” “intend,” “expect,” “may,” “project,” “plan,” “seek,” “should,” “target,” “will,” “would” 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’s 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’s management. These risks include, but are not limited to: (i) 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 “Hearst Merger Agreement”); (ii) the outcome of any legal proceedings that may be instituted against the Company and others following announcement of the Hearst Merger Agreement or the Company’s implementation of a shareholder rights plan (the “Rights Plan”); (iii) the inability to complete the proposed Hearst Merger due to the failure to obtain the requisite approval of the Company’s shareholders or the failure to satisfy other conditions to completion of the Hearst Merger; (iv) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the Hearst Merger; (v) the impact, if any, of the announcement or pendency of the Hearst Merger on the Company’s relationships with customers or other commercial partners; (vi) the amount of the costs, fees, expenses and charges related to the Hearst Merger and the Rights Plan; (vii) the ability of the Rights Plan to protect shareholders' interests and to effectively ensure that the Board has sufficient time to make informed judgments that are in the best interests of the Company and its shareholders; and (viii) other risks described in the Company’s public disclosures and filings with the Securities and Exchange Commission. All forward-looking statements speak only as of the date of this communication 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. Shareholder ContactsD.F. King & Co., Inc. Toll-free: 1-866-416-0577 DALN@dfking.com Okapi Partners LLCToll-free: 1-844-343-2621Info@okapipartners.com Media ContactGagnier CommunicationsRiyaz Lalani / Dan GagnierDallasNews@gagnierfc.com

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