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: ~~March~~June 3130, 2025

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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.)

P. O. Box 224866, Dallas, Texas 75222-4866		(214) 977-8869
(Address of principal executive offices, including zip code)		(Registrant’s telephone number, including area code)
Former name, former address and former fiscal year, if changed since last report.
None

Securities registered pursuant to Section 12(b) of the Act:




Title of each class	Trading Symbol	Name of each exchange on which registered
Series A Common Stock, $0.01 par value	DALN	The Nasdaq Stock Market LLC

Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large Accelerated Filer: ¨

Accelerated Filer: ¨

Non-Accelerated Filer: þ

Smaller Reporting Company: þ

Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ

Shares of Common Stock outstanding at ~~April~~July 28, 2025: 5,352,490 shares (consisting of 4,739,~~014~~025 shares of Series A Common Stock and 613,~~476~~465 shares of Series B Common Stock).

DallasNews Corporation ~~First~~Second Quarter 2025 on Form 10-Q

Table of Contents

DALLASNEWS CORPORATION

FORM 10-Q

TABLE OF CONTENTS

		Page
PART I
Item 1.	Financial Information		PAGE 3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		PAGE 1820
Item 4.	Controls and Procedures		PAGE 2732
PART II
Item 1.	Legal Proceedings		PAGE 2833
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		PAGE 28
Item 1A	Risk Factors		PAGE 33
Item 3.	Defaults Upon Senior Securities		PAGE 28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		PAGE 34
Item 4.	Mine Safety Disclosures		PAGE 28
Item 3.	Defaults Upon Senior Securities		PAGE 34
Item 5.	Other Information		PAGE 28
Item 4.	Mine Safety Disclosures		PAGE 34
Item 6.	Exhibits		PAGE 29
Item 5.	Other Information		PAGE 34
Signatures			PAGE 30
Item 6.	Exhibits		PAGE 35
Signatures			PAGE 37

DallasNews Corporation ~~First~~Second Quarter 2025 on Form 10-Q

Table of Contents

PART I

Item 1. Financial Information

DallasNews Corporation and Subsidiaries

Consolidated Statements of Operations

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
In thousands, except share and per share amounts (unaudited)	2025		2024		2025		2024
Net Operating Revenue:
Advertising and marketing services	$	1012,~~813~~302	$	1112,~~646~~784	$	23,115	$	24,430
Circulation		15,~~447~~263		16,~~300~~181		30,710		32,481
Printing, distribution and other		2,~~865~~201		3,~~156~~096		5,066		6,252
Total net operating revenue		29,~~125~~766		3132,~~102~~061		58,891		63,163
Operating Costs and Expense:
Employee compensation and benefits		1413,~~847~~592		1614,~~117~~738		28,439		30,855
Other production, distribution and operating costs		1413,~~671~~713		15,~~059~~046		28,384		30,105
Newsprint, ink and other supplies		~~1,271~~932		1,~~284~~302		2,203		2,586
Depreciation		~~334~~370		~~398~~407		704		805
Gain on sale/disposal of assets, net		(~~36,206~~104)		—		(36,310)		—
Total operating costs and expense		(528,~~083)~~503		3231,~~858~~493		23,420		64,351
Operating income (loss)		341,~~208~~263		~~(1,756)~~568		35,471		(1,188)
Other income, net		65		611
Other income (loss), net		(34,979)		641		(34,914)		1,252
Income (Loss) Before Income Taxes		34(33,~~273~~716)		(1,~~145)~~209		557		64
Income tax provision		5,988		218
Income tax provision (benefit)		(224)		(241)		5,764		(23)
Net Income (Loss)	$	28(33,~~285~~492)	$	(1,~~363)~~450	$	(5,207)	$	87
Per Share Basis
Net income (loss)
Basic	$	5(6.2826)	$	(0.~~25)~~27	$	(0.97)	$	0.02
Diluted	$	5(6.2826)	$	(0.~~25)~~27	$	(0.97)	$	0.02
Number of common shares used in the per share calculation:
Basic		5,352,490		5,352,490		5,352,490		5,352,490
Diluted		5,352,490		5,352,490		5,352,490		5,352,490

See the accompanying Notes to the Consolidated Financial Statements.

‎

DallasNews Corporation ~~First~~Second Quarter 2025 on Form 10-Q 3

Table of Contents

DallasNews Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
In thousands (unaudited)	2025		2024		2025		2024
Net Income (Loss)	$	28(33,~~285~~492)	$	(1,~~363)~~450	$	(5,207)	$	87
Other Comprehensive Income (Loss), Net of Tax:
Other Comprehensive Income, Net of Tax:
Amortization of actuarial losses		~~220~~35,483		102		35,703		204
Total other comprehensive income, net of tax		220		102
Actuarial gain		1,175		—		1,175		—
Total Comprehensive Income (Loss)	$	28,505	$	(1,261)
Total other comprehensive income, net of tax		36,658		102		36,878		204
Total Comprehensive Income	$	3,166	$	1,552	$	31,671	$	291

See the accompanying Notes to the Consolidated Financial Statements.

‎

DallasNews Corporation ~~First~~Second Quarter 2025 on Form 10-Q 4

Table of Contents

DallasNews Corporation and Subsidiaries

Consolidated Balance Sheets

	March 31,		December 31,
	June 30,		December 31,
In thousands, except share amounts (unaudited)	2025		2024
Assets
Current assets:
Cash and cash equivalents	$	4433,~~170~~700	$	9,594
Accounts receivable (net of allowance of $166 and $156 at March 31, 2025‎and December 31, 2024, respectively)		8,818		10,662
Accounts receivable (net of allowance of $168 and $156 at June 30, 2025and December 31, 2024, respectively)		8,981		10,662
Inventories		~~991~~466		1,231
Prepaids and other current assets		4,~~830~~606		2,856
Total current assets		5847,~~809~~753		24,343
Property, plant and equipment, at cost		4135,~~043~~967		301,417
Less accumulated depreciation		(3125,~~001~~910)		(288,784)
Property, plant and equipment, net		10,~~042~~057		12,633
Operating lease right-of-use assets		16,~~736~~210		17,434
Deferred income taxes, net		~~609~~399		5,609
Other assets		1,~~821~~816		1,824
Total assets	$	8876,~~017~~235	$	61,843
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	43,~~019~~884	$	4,808
Accrued compensation and benefits		43,~~862~~907		4,234
Other accrued expense		54,~~522~~087		7,264
Contract liabilities		98,~~199~~852		8,689
Total current liabilities		2320,~~602~~730		24,995
Long-term pension liabilities		~~11,555~~—		11,764
Long-term operating lease liabilities		16,~~662~~155		17,379
Other post-employment benefits		~~867~~854		880
Other liabilities		1312		12
Total liabilities		5237,~~699~~751		55,030
Commitments and contingencies (Note 10)
Shareholders’ equity:
Preferred stock, $0.01 par value; Authorized 2,000,000 shares; none issued		—		—
Common stock, $0.01 par value; Authorized 31,250,000 shares
Series A: issued 5,217,477 and 5,217,467 at March 31, 2025 and December 31, 2024, respectively		52		52
Series A: issued 5,217,490 and 5,217,467 at June 30, 2025 and December 31, 2024, respectively		52		52
Series B: issued 613,478 and 613,488 at March 31, 2025 and December 31, 2024, respectively		6		6
Series B: issued 613,465 and 613,488 at June 30, 2025 and December 31, 2024, respectively		6		6
Treasury stock, Series A, at cost; 478,465 shares held at March 31, 2025 and December 31, 2024		(13,443)		(13,443)
Treasury stock, Series A, at cost; 478,465 shares held at June 30, 2025 and December 31, 2024		(13,443)		(13,443)
Additional paid-in capital		494,563		494,563
Accumulated other comprehensive loss		~~(36,303)~~355		(36,523)
Accumulated deficit		(~~409~~443,~~557~~049)		(437,842)
Total shareholders’ equity		3538,~~318~~484		6,813
Total liabilities and shareholders’ equity	$	8876,~~017~~235	$	61,843

See the accompanying Notes to the Consolidated Financial Statements.

‎

DallasNews Corporation ~~First~~Second Quarter 2025 on Form 10-Q 5

Table of Contents

DallasNews Corporation and Subsidiaries

Consolidated Statements of Shareholders’ Equity

	Three Months Ended March 31, 2025 and 2024
	Six Months Ended June 30, 2025 and 2024
	Common Stock						Treasury Stock
In thousands, except share and per share amounts (unaudited)	Shares ‎ Series A	Shares‎ Series B	Amount		Additional‎Paid-in‎Capital		Shares ‎Series A	Amount		Accumulated‎Other‎Comprehensive‎Loss		Accumulated‎Deficit		Total
Balance at December 31, 2023	5,216,317	614,638	$	58	$	494,563	(478,465)	$	(13,443)	$	(40,247)	$	(437,973)	$	2,958
Net loss	—	—		—		—	—		—		—		(1,363)		(1,363)
Net income	—	—		—		—	—		—		—		87		87
Other comprehensive income	—	—		—		—	—		—		~~102~~204		—		~~102~~204
Balance at March 31, 2024	5,216,317	614,638	$	58	$	494,563	(478,465)	$	(13,443)	$	(40,145)	$	(439,336)	$	1,697
Conversion of Series B to Series A	250	(250)		—		—	—		—		—		—		—
Balance at June 30, 2024	5,216,567	614,388	$	58	$	494,563	(478,465)	$	(13,443)	$	(40,043)	$	(437,886)	$	3,249
Balance at December 31, 2024	5,217,467	613,488	$	58	$	494,563	(478,465)	$	(13,443)	$	(36,523)	$	(437,842)	$	6,813
Net income	—	—		—		—	—		—		—		28,285		28,285
Net loss	—	—		—		—	—		—		—		(5,207)		(5,207)
Other comprehensive income	—	—		—		—	—		—		~~220~~36,878		—		~~220~~36,878
Conversion of Series B to Series A	1023	(1023)		—		—	—		—		—		—		—
Balance at March 31, 2025	5,217,477	613,478	$	58	$	494,563	(478,465)	$	(13,443)	$	(36,303)	$	(409,557)	$	35,318
Balance at June 30, 2025	5,217,490	613,465	$	58	$	494,563	(478,465)	$	(13,443)	$	355	$	(443,049)	$	38,484



	Three Months Ended June 30, 2025 and 2024
	Common Stock						Treasury Stock
In thousands, except share and per share amounts (unaudited)	Shares ‎Series A	Shares ‎Series B	Amount		Additional ‎Paid-in ‎Capital		Shares ‎Series A	Amount		Accumulated ‎Other ‎Comprehensive ‎Loss		Accumulated ‎Deficit		Total
Balance at March 31, 2024	5,216,317	614,638	$	58	$	494,563	(478,465)	$	(13,443)	$	(40,145)	$	(439,336)	$	1,697
Net income	—	—		—		—	—		—		—		1,450		1,450
Other comprehensive income	—	—		—		—	—		—		102		—		102
Conversion of Series B to Series A	250	(250)		—		—	—		—		—		—		—
Balance at June 30, 2024	5,216,567	614,388	$	58	$	494,563	(478,465)	$	(13,443)	$	(40,043)	$	(437,886)	$	3,249
Balance at March 31, 2025	5,217,477	613,478	$	58	$	494,563	(478,465)	$	(13,443)	$	(36,303)	$	(409,557)	$	35,318
Net loss	—	—		—		—	—		—		—		(33,492)		(33,492)
Other comprehensive income	—	—		—		—	—		—		36,658		—		36,658
Conversion of Series B to Series A	13	(13)		—		—	—		—		—		—		—
Balance at June 30, 2025	5,217,490	613,465	$	58	$	494,563	(478,465)	$	(13,443)	$	355	$	(443,049)	$	38,484

See the accompanying Notes to the Consolidated Financial Statements.

‎

DallasNews Corporation ~~First~~Second Quarter 2025 on Form 10-Q 6

Table of Contents

DallasNews Corporation and Subsidiaries

Consolidated Statements of Cash Flows

	Three Months Ended March 31,
	Six Months Ended June 30,
In thousands (unaudited)	2025		2024
Operating Activities
Net income (loss)	$	28(5,~~285~~207)	$	~~(1,363)~~87
Adjustments to reconcile net income (loss) to net cash used for operating activities:
Depreciation		~~334~~704		~~398~~805
Net periodic pension and other post-employment expense (benefit)		2235,307		(~~474~~948)
Provision for credit losses		10		74
Provision (benefit) for credit losses		(81)		43
Deferred income taxes		5,~~000~~210		11(2)
Gain on short-term investments		—		(~~111~~159)
Gain on sale/disposal of assets, net		(36,~~206~~310)		—
Changes in working capital and other operating assets and liabilities:
Accounts receivable		1,~~834~~762		~~1,267~~760
Inventories, prepaids and other current assets		(~~1,734~~985)		(~~1,976~~530)
Other assets		38		511
Accounts payable		(~~789~~924)		~~(303)~~1,148
Compensation and benefit obligations		~~628~~(327)		~~564~~(215)
Other accrued expenses		(12,~~411~~871)		(23,~~366~~087)
Contract liabilities		~~510~~163		~~1,082~~458
Other post-employment benefits		(24)		(16)
Long-term pension liabilities		(10,172)		—
Net cash used for operating activities		(3,538)		(3,208)
Other post-employment benefits		(47)		(31)
Net cash used for operating activities		(13,770)		(1,660)
Investing Activities
Purchases of assets		(2,~~453~~897)		(~~101~~3,020)
Sales of assets		40,~~651~~773		—
Purchases of short-term investments		—		(9,909)
Maturities/disposals of short-term investments		—		1020,~~323~~349
Other investment related activities		(84)		—
Net cash provided by investing activities		37,876		7,420
Net cash provided by investing activities		38,114		313
Financing Activities
Dividends paid		—		(856)
Net cash used for financing activities		—		(856)
Net increase (decrease) in cash and cash equivalents		34,576		(3,751)
Net increase in cash and cash equivalents		24,106		4,904
Cash and cash equivalents, beginning of period		9,594		11,697
Cash and cash equivalents, end of period	$	4433,~~170~~700	$	716,~~946~~601
Supplemental Disclosures
Income tax paid, net (refund)	$	(55)	$	5
Income tax paid, net	$	381	$	552

See the accompanying Notes to the Consolidated Financial Statements.

DallasNews Corporation ~~First~~Second Quarter 2025 on Form 10-Q 7

Table of Contents

DallasNews Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Note 1: Basis of Presentation and Recently Issued Accounting Standards

Description of Business. DallasNews Corporation and its subsidiaries are referred to collectively herein as “DallasNews” or the “Company.” DallasNews was formed in February 2008 through a spin-off from its former parent company and is registered on The Nasdaq Stock Market LLC (Nasdaq trading symbol: DALN). DallasNews is the Dallas-based holding company of The Dallas Morning News and Medium Giant.

The Company operates The Dallas Morning News (“TDMN”) (dallasnews.com), Texas’ leading newspaper and winner of nine Pulitzer Prizes. These operations generate revenue from sales of advertising within the Company’s newspaper and digital platforms, subscriptions and retail sales of its newspaper, commercial printing and distribution services primarily related to national newspapers.

In addition, the Company has a full-service agency, Medium Giant, with capabilities including strategy, creative and media management with a focus on strategic and digital marketing, and data intelligence that provide a measurable return on investment to its clients.

Basis of Presentation. The interim consolidated financial statements included herein are unaudited; however, they include adjustments of a normal recurring nature which, in the Company’s opinion, are necessary to present fairly the consolidated financial information as of and for the periods indicated in conformity with accounting principles generally accepted in the United States of America (“GAAP”) applicable to interim periods. All intercompany balances and transactions have been eliminated in consolidation. The Company consolidates its majority owned subsidiaries over which the Company exercises control. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. All dollar amounts presented herein, except share and per share amounts, are in thousands, unless the context indicates otherwise.

Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net operating revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.

Areas where estimates are used include valuation allowances for credit losses and deferred tax assets, fair value measurements, pension plan assets, pension and other post-employment benefit obligation assumptions, income taxes, leases, self-insured liabilities, and assumptions related to long-lived assets impairment review. Estimates are based on past experience and other considerations reasonable under the circumstances. Actual results may differ from these estimates.

Employees. As of ~~March~~June 3130, 2025, the Company had ~~461~~451 employees, a headcount decrease of 7082 or 1315.24 percent when compared to ~~March~~June 3130, 2024, primarily resulting from the transition to a smaller, more efficient printing facility that requires fewer employees. In the three and six months ended ~~March~~June 3130, 2025, the Company paid $1624 and $2,~~991~~615, respectively, of severance related to its transition to a more efficient printing facility, that was included in other accrued expense in the Consolidated Balance Sheet as of December 31, 2024.

Segment Presentation. InBased ~~the second quarter of 2024, based~~ on ~~changes made in~~ the reporting package used by the Company’s Chief Operating Decision Maker (“CODM”) for purposes of allocating resources and assessing performance, the Company determined it has two reportable segments. The two reportable segments are TDMN and Agency. The Company also has a Corporate and Other category that includes certain unallocated general corporate expenses, as well as costs that are not associated with the ongoing operations of the segments. See Note 11 - Segment Reporting for additional information.

New Accounting Pronouncements. The Financial Accounting Standards Board (“FASB”) issued the following accounting pronouncements and guidance, which may be applicable to the Company but have not yet become effective.

In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09 – Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update requires an entity to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Additionally, the guidance requires an entity to disclose annual income taxes paid (net of refunds received) disaggregated by federal (national), state and foreign taxes and disaggregate the information by jurisdiction based on a quantitative threshold. The guidance also requires an entity to disclose income tax expense (benefit) disaggregated by federal (national), state and foreign. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The amendments should be applied on a prospective basis although retrospective application is permitted. The Company is currently evaluating the impact of the adoption on its financial statement disclosures.

DallasNews Corporation ~~First~~Second Quarter 2025 on Form 10-Q 8

Table of Contents

In November 2024, the FASB issued ASU 2024-03 – Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update requires an entity to disclose additional information, generally not presented, about specific expense categories in the notes to the financial statements at interim and annual reporting periods. In January 2025, the FASB issued ASU 2025-01 – Clarifying the Effective Date. This update clarifies that the effective date for all public business entities is for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied either on a prospective basis for financial statements issued for reporting periods after the effective date of this update or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of the adoption on its financial statement disclosures.

Note 2: Revenue

Revenue Recognition

Revenue is recognized when obligations under the terms of a contract with the Company’s customer are satisfied. This occurs when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services, typically at contract price or determined by stand-alone selling price. The Company has an estimated allowance for credits, refunds and similar obligations. Sales tax collected concurrent with revenue-producing activities are excluded from revenue.

The table below sets forth revenue disaggregated by reportable segment and revenue source. ~~Prior period was recast as a result of the Company’s change in segment reporting; see Note 11 – Segment Reporting for additional information.~~

		Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
	2025	~~2025~~		2024	~~2024‎(Recast)~~		2025		2024
TDMN
Print advertising	$	$6,257	~~4,949~~	$	$6,558	~~5,639~~	$	11,206	$	12,197
Digital advertising		2,164	~~1,891~~		2,274	~~1,958~~		4,055		4,232
Agency
Marketing and media services		3,881	~~3,973~~		3,952	~~4,049~~		7,854		8,001
Advertising and Marketing Services	$	$12,302	~~10,813~~	$	$12,784	~~11,646~~	$	23,115	$	24,430
TDMN
Print circulation	$	$10,915	~~11,047~~	$	$11,603	~~11,756~~	$	21,962	$	23,359
Digital circulation		4,348	~~4,400~~		4,578	~~4,544~~		8,748		9,122
Circulation	$	$15,263	~~15,447~~	$	$16,181	~~16,300~~	$	30,710	$	32,481
TDMN	$	2,201		$	3,096			5,066		6,252
Printing, Distribution and Other	$	$2,201	~~2,865~~	$	$3,096	~~3,156~~	$	5,066	$	6,252
Total Revenue	$	$29,766	~~29,125~~	$	$32,061	~~31,102~~	$	58,891	$	63,163

Advertising and Marketing Services

Advertising and marketing services revenue is recognized when an ad or service is complete and delivered based on the contract price. Payment is typically received within 30 to 60 days after the customer is billed. Longer-term contracts often include multiple performance obligations, digital and other forms of advertising, and a single performance obligation containing a bundle of services that are not distinct but provided to maximize a customer’s marketing plan. When the Company has a longer-term contract, revenue is recognized over time as the ads or services are delivered. For contracts with over-time revenue recognition the company is providing a series of services and recognizes revenue by 1) using a time-based method of measuring progress of delivery over time, or 2) as each distinct performance obligation (typically ads or impressions) are delivered on a monthly basis. In addition, certain digital advertising revenue related to website access is recognized over time, based on the customers’ monthly rate. The Company typically extends credit to advertising and marketing services customers, although for certain advertising campaigns the customer may pay in advance.

‎

DallasNews Corporation First Quarter 2025 on Form 10-Q 9

Table of Contents

Print advertising revenue is primarily comprised of display and classified advertising space within the Company’s newspaper. Display revenue results from sales of advertising space within the Company’s newspaper to local, regional or national businesses with local operations, affiliates or resellers. Classified revenue, which includes automotive, real estate, employment, obituaries, immigration, and other, results from sales of advertising space in the classified and other sections of the Company’s newspaper.

Digital advertising revenue is generated by digital sales of banner, classified and native advertisements on the Company’s news websites, social media platforms and mobile apps. ~~Prior to the segment reporting change, digital advertising, and marketing and media services revenues were reported in aggregate.~~

DallasNews Corporation Second Quarter 2025 on Form 10-Q 9

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Marketing and media services revenue is primarily comprised of strategic and creative services, website management and content services, media services consisting of paid search, social and targeted digital advertising on third-party platforms (programmatic), as well as traditional media including direct mail, promotional products, out of market print inserts, and over-the-top advertising on streaming platforms. The revenue also includes subscriptions to the Company’s multi-channel marketing solutions cloud-based software and services.

For ads placed on certain third-party platforms, the Company must evaluate and use judgment to determine whether it is acting as the principal, where revenue is reported on a gross basis, or acting as the agent, where revenue is reported on a net basis. Generally, the Company reports advertising revenue for ads placed on third-party platforms on a net basis, meaning the amount recorded to revenue is the amount billed to the customer net of amounts paid to the publisher of the third-party platforms. The Company is acting as the agent because the publisher controls the advertising inventory. The Company will record certain arrangements gross when it controls the inventory or it has latitude in establishing price or it determines that advertising campaign management, targeting or other actions provide significant value-added service to the customer.

Barter advertising transactions are recognized at estimated fair value based on the negotiated contract price and the range of prices for similar advertising from customers unrelated to the barter transaction. The Company expenses barter costs as incurred, which is independent from the timing of revenue recognition.

Circulation

Print circulation revenue is generated primarily by selling home delivery subscriptions, including premium publications, and from single copy sales to non-subscribers. Home delivery revenue is recognized over the subscription period based on the days of actual delivery over the total subscription days and single copy revenue is recognized at a point in time when the paper is purchased. Revenue is directly reduced for any non-payment for the grace period of home delivery subscriptions where the Company recorded revenue for newspapers delivered after a subscription expired.

Digital circulation revenue is generated by digital-only subscriptions and is recognized over the subscription period based on daily or monthly access to the content in the subscription period.

Payment of circulation fees is typically received in advance and deferred over the subscription period. There is little judgment required for valuation or timing of circulation revenue recognition.

Printing, Distribution and Other

Printing, distribution and other revenue is primarily generated from printing and distribution of other newspapers, as well as mailed advertisements for business customers. In the third quarter of 2024, the Company’s partner for its program to distribute mailed advertisements for business customers, located in Tempe, Arizona, gave their six-month termination notice, ending the agreement in April 2025.

Printing, distribution and other revenue is recognized at a point in time when the product or service is delivered, which requires little judgment to determine. The Company typically extends credit to printing and distribution customers.

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DallasNews Corporation First Quarter 2025 on Form 10-Q 10

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Contract Liabilities

Deferred revenue is recorded when cash payments are received in advance of the Company’s performance, including amounts which are refundable. The Company’s primary sources of deferred revenue are from circulation subscriptions and advertising paid in advance of the service provided. These up-front payments are recorded upon receipt as contract liabilities in the Consolidated Balance Sheets and the revenue is recognized when the Company’s obligations under the terms of the contract are satisfied. In the three and six months ended ~~March~~June 3130, 2025, the Company recognized $61,~~365~~751 and $8,116, respectively, of revenue that was included in the contract liabilities balance as of December 31, 2024. The Company typically recognizes deferred revenue within 1 to 12 months.

Practical Expedients and Exemptions

The Company generally expenses sales commissions and circulation acquisition costs when incurred because the amortization period would have been one year or less. These costs are recorded within employee compensation and benefits expense and other production, distribution and operating costs expense, respectively.

The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less and contracts for which revenue is recognized at the amount invoiced for services performed.

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DallasNews Corporation Second Quarter 2025 on Form 10-Q 10

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Note 3: Accounts Receivable, Net

Accounts Receivable, Net. Accounts receivable are reported net of the allowance for credit losses calculated based on customer category. For example, trade receivables for advertising customers are evaluated separately from trade receivables from single copy sales. For all trade receivables, the reserve percentage considers the Company’s historical loss experience and is applied to each customer category based on aging. In addition, each category has specific reserves for at risk accounts that vary based on the nature of the underlying trade receivables. The calculation of the allowance considers current economic, industry and customer-specific conditions such as high-risk accounts, bankruptcies and other aging specific reserves. The collectability of the Company’s trade receivables depends on a variety of factors, including trends in local, regional or national economic conditions that affect its customers’ ability to pay. Accounts are written-off after all collection efforts fail; generally, after one year has expired. Expense for such uncollectible amounts is included in other production, distribution and operating costs. Credit terms are customary.

The table below sets forth changes in the allowance for credit losses.

	Three Months Ended March 31,
	Six Months Ended June 30,
	2025		2024
Beginning balance	$	156	$	207
Current period provision		10		74
Current period provision (benefit)		(81)		43
Write-offs and reclassifications		~~(15)~~78		(93126)
Recoveries of amounts previously written-off		15		3039
Ending balance	$	~~166~~168	$	~~218~~163

The Company recognized a provision (benefit) for credit losses of $10(91) and $74(31) for the three months ended ~~March~~June 3130, 2025 and 2024, respectively, and $(81) and $43 for the six months ended June 30, 2025 and 2024, respectively, which is included in other production, distribution and operating costs in the Consolidated Statements of Operations. The ~~reduction~~current inperiod ~~required~~benefit ~~reserves~~for ~~was~~credit ~~primarily~~losses ~~due~~recognized ~~to fewer high risk customers with an outstanding balance~~ in the three and six months ended ~~March~~June 3130, 2025, ~~compared~~resulted tofrom ~~the~~reclassifications ~~corresponding~~of ~~prior~~reserved ~~year~~balances ~~period.~~that are no longer considered high risk or payment was received.

Note 4: Leases

Lease Accounting

The Company has various operating leases primarily for office space, printing facilities, as discussed below, and other distribution centers, some of which include escalating lease payments and options to extend or terminate the lease. The Company’s leases have remaining terms of less than 1 year to 9 years. The Company determines if a contract is a lease at the inception of the arrangement.

Operating lease right-of-use assets and liabilities are recognized at commencement date of lease agreements greater than one year based on the present value of lease payments over the lease term. In determining the present value of lease payments, the implicit rate was not readily determinable in the Company’s lease agreements. Therefore, the Company used an estimated secured incremental borrowing rate, based on the Company’s credit rating, adjusted for the weighted average term of each lease. Lease expense is recognized on a straight-line basis over the lease term and variable lease costs are expensed as incurred. For leases with terms of 12 months or less, no asset or liability is recorded and lease expense is recognized on a straight-line basis over the lease term. The exercise of lease renewal options are at the Company’s sole discretion and options are recognized when it is reasonably certain the Company will exercise the option. The recognized right-of-use assets and lease liabilities as calculated do not assume renewal options. The Company does not have lease agreements with residual value guarantees, sale leaseback terms or material restrictive covenants. Additionally, the Company does not separately identify lease and nonlease components, such as maintenance costs. As of June 30, 2025, the Company did not have any significant operating leases that have not yet commenced.

In May 2024, the Company announced it would streamline its printing operations, then located in Plano, Texas, into a smaller, leased facility. The Company entered into a five-year lease that commenced on June 28, 2024, for a 67,600 square-foot facility located in Carrollton, Texas. This operating lease resulted in a right-of-use asset and lease liability of $3,537 in aggregate upon commencement.

The Company has various subleases with distributors, for distribution center space, with varying remaining lease terms usually around one year and are cancellable with notice by either party. Additionally, the Company will sublease office space for one year in Tempe, Arizona that it will no longer use due to the termination of its partnership to distribute mailed advertisements. Sublease income is included in printing, distribution and other revenue in the Consolidated Statements of Operations. As of June 30, 2025, sublease income is expected to approximate $570 for the remainder of 2025 and $325 in 2026.

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DallasNews Corporation ~~First~~Second Quarter 2025 on Form 10-Q 11

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Operating lease right-of-use assets and liabilities are recognized at commencement date of lease agreements greater than one year based on the present value of lease payments over the lease term. In determining the present value of lease payments, the implicit rate was not readily determinable in the Company’s lease agreements. Therefore, the Company used an estimated secured incremental borrowing rate, based on the Company’s credit rating, adjusted for the weighted average term of each lease. Lease expense is recognized on a straight-line basis over the lease term and variable lease costs are expensed as incurred. For leases with terms of 12 months or less, no asset or liability is recorded and lease expense is recognized on a straight-line basis over the lease term. The exercise of lease renewal options are at the Company’s sole discretion and options are recognized when it is reasonably certain the Company will exercise the option. The recognized right-of-use assets and lease liabilities as calculated do not assume renewal options. The Company does not have lease agreements with residual value guarantees, sale leaseback terms or material restrictive covenants. Additionally, the Company does not separately identify lease and nonlease components, such as maintenance costs. As of March 31, 2025, the Company did not have any significant operating leases that have not yet commenced.

The Company has various subleases with distributors, for distribution center space, with varying remaining lease terms usually around one year and are cancellable with notice by either party. Additionally, the Company will sublease office space for one year in Tempe, Arizona that it will no longer use due to the termination of its partnership to distribute mailed advertisements. Sublease income is included in printing, distribution and other revenue in the Consolidated Statements of Operations. As of March 31, 2025, sublease income is expected to approximate $800 for the remainder of 2025 and $305 in 2026.

The table below sets forth supplemental Consolidated Balance Sheet information for the Company’s leases.

	Classification		~~March~~June 3130, 2025		December 31, 2024
Assets
Operating	Operating lease right-of-use assets	$	16,~~736~~210	$	17,434
Liabilities
Operating
Current	Other accrued expense	$	2,~~585~~528	$	2,724
Noncurrent	Long-term operating lease liabilities		16,~~662~~155		17,379
Total lease liabilities		$	1918,~~247~~683	$	20,103
Lease Term and Discount Rate
Operating leases
Weighted average remaining lease term (years)			7.32		7.5
Weighted average discount rate (%)			7.6		7.6

The table below sets forth components of lease cost and supplemental cash flow information for the Company’s leases.

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Lease Cost
Operating lease cost	$	1,~~069~~070	$	847	$	2,139	$	1,694
Short-term lease cost		2311		1027		34		37
Variable lease cost		~~212~~191		~~143~~135		403		278
Sublease income		(97238)		(8372)		(335)		(155)
Total lease cost	$	1,~~207~~034	$	~~917~~937	$	2,241	$	1,854
Supplemental Cash Flow Information
Cash paid for operating leases included in operating activities	$	~~1,094~~	$	~~850~~	$	2,195	$	1,708
Right-of-use assets obtained in exchange for operating lease liabilities						183		3,537

The table below sets forth the remaining maturities of the Company’s lease liabilities as of June 30, 2025.



Years Ending December 31,	Operating Leases
2025	$	1,870
2026		3,642
2027		3,250
2028		3,235
2029		2,926
Thereafter		9,600
Total lease payments		24,523
Less: imputed interest		5,840
Total lease liabilities	$	18,683

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DallasNews Corporation ~~First~~Second Quarter 2025 on Form 10-Q 12

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The table below sets forth the remaining maturities of the Company’s lease liabilities as of March 31, 2025.

Years Ending December 31,	Operating Leases
2025	$	2,905
2026		3,545
2027		3,226
2028		3,235
2029		2,926
Thereafter		9,600
Total lease payments		25,437
Less: imputed interest		6,190
Total lease liabilities	$	19,247

Note 5: Income Taxes

The Company calculated the income tax provision (benefit) for the 2025 and 2024 interim periods using an estimated annual effective tax rate based on its expected annual income (loss) before income taxes, adjusted for permanent differences, which it applied to the year-to-date income (loss) before income taxes and adjusted for specific events that are discretely recognized asin full in the period they occur.

The Company recognized an income tax provision (benefit) of $~~5,988~~(224) and $(241) in the three months ended ~~March~~June 3130, 2025, ~~due~~and to2024, ~~income~~respectively, ~~generated~~and ~~from~~$5,764 ~~the~~and ~~sale~~$(23) ofin the ~~Company’s~~six ~~Plano~~months ~~printing~~ended ~~facility (see Note~~June 9)30, 2025 and ~~effect~~2024, ofrespectively. Excluding the ~~Texas~~discrete ~~franchise~~impact ~~tax.~~of ~~The~~the ~~Company~~DallasNews ~~expects~~Pension toPlans ~~utilize~~annuitization ~~its~~(Note ~~net~~6), ~~operating~~the ~~loss~~effective ~~carryforwards~~income totax ~~offset~~rate ~~almost~~was ~~all federal taxable income~~17.3 percent Infor the ~~three~~six months ended ~~March~~June 3130, 2025, ~~the~~and ~~Company~~(35.9) percent ~~recorded~~for ~~a decrease of $5,000 in deferred tax assets related to~~ the ~~utilization~~six ofmonths ~~federal~~ended ~~net~~June 30, ~~operating loss carryforwards~~2024.

The income tax provision offor ~~$218 recorded in~~ the ~~three~~six months ended ~~March~~June 3130, ~~2024~~2025, ~~was~~is due to income generated from the sale of the Company’s Plano printing facility in the first quarter (Note 9) and effect of the Texas franchise tax. The Company expects to utilize its net operating loss carryforwards to offset almost all federal taxable income. In the six months ended June 30, 2025, the Company recorded a decrease of $5,210 in deferred tax assets related to the utilization of federal net operating loss carryforwards.

~~Effective~~The income tax ~~rates~~benefit ~~were~~of ~~17.5 percent~~$241 and ~~(19.0) percent~~$23 ~~for~~recorded in the three and six months ended ~~March~~June 3130, ~~2025~~2024, ~~and~~respectively, was due to the negative annual effective tax rate estimated for the 2024 year, ~~respectively.~~applied to the June 30, 2024 year-to-date income before taxes.

Note 6: Pension and Other Retirement Plans

Defined Benefit Plans. The Company ~~sponsors~~sponsored the DallasNews Pension Plans (the “Pension Plans”), which ~~provide~~provided benefits to approximately 1,300 current and former employees of the Company. DallasNews Pension Plan I ~~provides~~provided benefits to certain current and former employees primarily employed with The Dallas Morning News or the DallasNews corporate offices. DallasNews Pension Plan II ~~provides~~provided benefits to certain former employees of The Providence Journal Company. This obligation was retained by the Company upon the sale of the newspaper operations of The Providence Journal. No additional benefits ~~are~~were accruing under the DallasNews Pension Plans, as future benefits were frozen.

NoOn ~~contributions~~April ~~are~~17, ~~required~~2025, to the ~~DallasNews~~Pension Plans purchased a nonparticipating single premium group annuity contract that transferred all of the Pension Plans’ indefined ~~2025~~benefit ~~under~~pension obligations to First Allmerica Financial Life Insurance Company (the ~~applicable~~“Insurer”). ~~tax~~The contract covers approximately 1,300 participants and ~~labor~~beneficiaries ~~laws~~(the ~~governing~~“Transferred ~~pension~~Participants”). ~~plan~~Under ~~funding;~~the ~~however~~group annuity contract, asthe ~~previously~~Insurer ~~announced~~has made an irrevocable commitment, ~~the~~and ~~Company~~will ~~planned~~be solely responsible, to ~~use~~pay athe ~~portion~~pension benefits of each Transferred Participant that are due on and after July 1, 2025. The transaction will not result in any changes to the ~~proceeds~~amount ~~from~~of benefits payable to the ~~sale~~Transferred Participants. The purchase of ~~its~~the ~~Plano~~group ~~printing~~annuity ~~facility~~contract towas ~~make~~funded by (i) approximately $132,000 of Pension Plans’ assets and (ii) a ~~voluntary~~cash contribution of approximately $10,000 from the Company, which cash contribution was intended to fully fund the Company’s ~~liabilities~~remaining ~~under~~defined ~~the~~benefit ~~DallasNews~~pension ~~Pension~~liabilities. ~~Plans,~~The ~~and~~Company tofunded ~~purchase~~this ancontribution ~~irrevocable~~using ~~group~~proceeds ~~annuity~~from ~~contract~~the ~~from~~sale anof ~~insurance~~the ~~company~~North toPlant ~~settle~~Property. The settlement of the Company’s defined benefit obligations required the Pension Plans’ assets and obligations to ~~participants~~be remeasured resulting in ~~the~~an ~~DallasNews~~actuarial ~~Pension~~gain ~~Plans.~~of ~~See~~$1,175 recorded in other comprehensive income in the second quarter; see Note 127 – ~~Subsequent~~Shareholders’ ~~Events~~Equity. ~~for~~For ~~additional~~the ~~information~~remeasurement, ~~regarding~~the discount rate used to determine interest expense was 5.3 percent and the ~~recent~~expected ~~annuity~~long-term ~~contract~~rate ~~purchase~~of return on the Pension Plans’ assets remained at 6.3 percent.

Following the remeasurement, in the second quarter, the Company recorded a one-time non-cash pre-tax pension settlement charge of $35,266 to recognize all actuarial gains (losses) in accumulated other comprehensive loss attributable to the Pension Plans. The recognized settlement loss is a component of net periodic pension expense (benefit), which is included in other income (loss), net in the Consolidated Statements of Operations.

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DallasNews Corporation ~~First~~Second Quarter 2025 on Form 10-Q 13

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Net Periodic Pension Expense (Benefit)

The Company’s estimates of net periodic pension expense or benefit are based on the expected return on plan assets, interest on the projected benefit obligations and the amortization of actuarial gains and losses that are deferred in accumulated other comprehensive loss. Participation in and accrual of new benefits to participants has been frozen since 2007 and, accordingly, on-going service costs are not a component of net periodic pension benefit.

The table below sets forth components of net periodic pension expense (benefit), which is included in other income (loss), net in the Consolidated Statements of Operations.

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Interest cost	$	1,~~921~~920	$	1,882	$	3,841	$	3,764
Expected return on plans' assets		(2,~~130~~131)		(2,~~468~~469)		(4,261)		(4,937)
Amortization of actuarial loss		229		109		458		218
Net periodic pension expense (benefit)	$	20	$	(477)
Recognized settlement loss		35,266		—		35,266		—
Net periodic pension expense (benefit)	$	35,284	$	(478)	$	35,304	$	(955)

~~Defined~~Other ~~Contribution~~defined ~~Plans. The~~benefit plans. DallasNews ~~Savings~~also ~~Plan~~sponsors unfunded other post-employment benefit (the “~~Savings Plan~~OPEB”) plans, awhich ~~defined~~provide ~~contribution~~health ~~401(k)~~and ~~plan,~~life ~~covers~~insurance ~~substantially~~benefits ~~all~~for ~~employees~~certain ofretired ~~DallasNews~~employees. ~~Participants~~These ~~may~~plans ~~elect~~were frozen subsequent to ~~contribute~~the aseparation ~~portion~~from ofthe ~~their~~Company’s ~~pretax~~former ~~compensation~~parent ascompany; ~~provided~~therefore, byno ~~the~~future ~~Savings~~benefits ~~Plan~~accrue and ~~the~~on-going ~~Internal~~service ~~Revenue~~costs ~~Code.~~are ~~Employees~~not ~~can~~a ~~contribute~~component upof tonet ~~100~~periodic ~~percent~~benefit ofcost. ~~their~~The ~~annual~~Company ~~eligible~~recorded ~~compensation~~a ~~less~~liability ~~required~~of ~~withholdings~~$854 and ~~deductions~~$880 uprelated to ~~statutory~~the ~~limits.~~OPEB ~~The~~plans ~~Company~~as ~~provides~~of anJune 30, ~~ongoing~~2025 ~~dollar-for-dollar~~and ~~match~~December 31, 2024, ofrespectively. ~~eligible~~A ~~employee~~net ~~contributions,~~periodic upbenefit tocost ~~1.5 percent~~ of ~~the~~$2 ~~employees’~~and ~~compensation.~~$3 ~~Aggregate~~for ~~expense~~the ~~for~~three ~~matching~~months ~~contributions~~ended toJune 30, ~~the~~2025 ~~Savings~~and ~~Plan~~2024, ~~was~~respectively, and $~~160~~3 and $~~169~~7 for the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024, respectively, was recorded to other income (loss), net. The net periodic benefit cost primarily represents amortization of actuarial gains (losses) and prior service costs, offset by interest expense associated with the actuarial liability. Actuarial gains (losses) are recorded annually to other comprehensive income; see Note 7 – Shareholders’ Equity.

Defined Contribution Plans. The DallasNews Savings Plan (the “Savings Plan”), a defined contribution 401(k) plan, covers substantially all employees of DallasNews. Participants may elect to contribute a portion of their pretax compensation as provided by the Savings Plan and the Internal Revenue Code. Employees can contribute up to 100 percent of their annual eligible compensation less required withholdings and deductions up to statutory limits. The Company provides an ongoing dollar-for-dollar match of eligible employee contributions, up to 1.5 percent of the employees’ compensation. Aggregate expense for matching contributions to the Savings Plan was $159 and $168 for the three months ended June 30, 2025 and 2024, respectively, and $319 and $337 for the six months ended June 30, 2025 and 2024, respectively.

Note 7: Shareholders’ Equity

~~Dividends~~Outstanding Shares. As The ~~previously~~Company ~~announced~~had inSeries ~~May~~A ~~2024~~common stock, par value $0.01 per share (“Series A Common Stock”), and Series B common stock, par value $0.01 per share (“Series B Common Stock,” and together with the ~~Company’s~~Series ~~board~~A Common Stock, “Common Stock”) outstanding of ~~directors~~4,739,025 ~~authorized~~and ~~suspending~~613,465, respectively, net of treasury shares at June 30, 2025. At December 31, 2024, the ~~declaration~~Company had Series A Common Stock and ~~payment~~Series B Common Stock outstanding of ~~dividends~~4,739,002 ~~until~~and ~~further~~613,488, ~~notice~~respectively, net of treasury shares.

~~Treasury~~Accumulated ~~Stock~~Other Comprehensive Loss. InAccumulated ~~the~~other ~~third~~comprehensive ~~quarter~~loss consists of ~~2024~~actuarial gains and losses attributable to the DallasNews Pension Plans, gains and losses resulting from Pension Plans’ amendments and other actuarial experience attributable to the OPEB plans. The Company’s ~~board~~records amortization of ~~directors~~the ~~approved~~components of accumulated other comprehensive loss in other income (loss), net in its Consolidated Statements of Operations. Gains and losses are amortized over the ~~termination~~weighted average remaining life expectancy of ~~its~~the ~~previously~~OPEB ~~authorized~~plans ~~repurchase~~and ~~authority~~Pension Plans’ participants.

~~Outstanding~~‎ Shares. The Company had Series A and Series B common stock outstanding of 4,739,012 and 613,478, respectively, net of treasury shares at March 31, 2025. At December 31, 2024, the Company had Series A and Series B common stock outstanding of 4,739,002 and 613,488, respectively, net of treasury shares.

~~Accumulated Other Comprehensive Loss. Accumulated other comprehensive loss consists of actuarial gains and losses attributable to the~~ DallasNews ~~Pension~~Corporation ~~Plans,~~Second ~~gains~~Quarter ~~and~~2025 ~~losses~~on ~~resulting~~Form ~~from Pension Plans’ amendments and other actuarial experience attributable to other post~~10-employment benefit (“OPEB”) plans. The Company records amortization of the components of accumulated other comprehensive loss in other income, net in its Consolidated Statements of Operations. Gains and losses are amortized over the weighted average remaining life expectancy of the OPEB plans and Pension Plans’ participants.Q 14

The table below sets forth the changes in accumulated other comprehensive loss, net of tax, as presented in the Company’s consolidated financial statements.

	Three Months Ended March 31,
	2025						2024
	Total		Defined‎benefit pension‎plans		Other post-‎ employment ‎benefit plans		Total		Defined‎benefit pension‎plans		Other post-‎ employment ‎benefit plans
Balance, beginning of period	$	(36,523)	$	(36,899)	$	376	$	(40,247)	$	(40,578)	$	331
Amortization		220		229		(9)		102		109		(7)
Balance, end of period	$	(36,303)	$	(36,670)	$	367	$	(40,145)	$	(40,469)	$	324

DallasNews Corporation First Quarter 2025 on Form 10-Q 14

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The tables below set forth the changes in accumulated other comprehensive loss, net of tax, as presented in the Company’s consolidated financial statements.



	Three Months Ended June 30,
	2025						2024
	Total		Defined ‎benefit pension ‎plans		Other post- ‎ employment ‎benefit plans		Total		Defined ‎benefit pension ‎plans		Other post- ‎ employment ‎benefit plans
Balance, beginning of period	$	(36,303)	$	(36,670)	$	367	$	(40,145)	$	(40,469)	$	324
Amortization		35,483		35,495		(12)		102		109		(7)
Actuarial gain		1,175		1,175		—		—		—		—
Balance, end of period	$	355	$	—	$	355	$	(40,043)	$	(40,360)	$	317



	Six Months Ended June 30,
	2025						2024
	Total		Defined ‎benefit pension ‎plans		Other post- ‎ employment ‎benefit plans		Total		Defined ‎benefit pension ‎plans		Other post- ‎ employment ‎benefit plans
Balance, beginning of period	$	(36,523)	$	(36,899)	$	376	$	(40,247)	$	(40,578)	$	331
Amortization		35,703		35,724		(21)		204		218		(14)
Actuarial gain		1,175		1,175		—		—		—		—
Balance, end of period	$	355	$	—	$	355	$	(40,043)	$	(40,360)	$	317

Note 8: Earnings Per Share

The table below sets forth the net income (loss) available to common shareholders and weighted average shares used for calculating earnings per share (“EPS”). The Company’s Series A Common Stock and Series B ~~common~~Common ~~stock~~Stock equally share in the distributed and undistributed earnings.

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Earnings (Numerator)
Net income (loss) available to common shareholders	$	28(33,~~285~~492)	$	(1,~~363)~~450	$	(5,207)	$	87
Shares (Denominator)
Weighted average common shares outstanding (1)		5,352,490		5,352,490		5,352,490		5,352,490
Earnings Per Share
Basic	$	5(6.2826)	$	(0.~~25)~~27	$	(0.97)	$	0.02
Diluted	$	5(6.2826)	$	(0.~~25)~~27	$	(0.97)	$	0.02

(1)There were no options or RSUs outstanding as of ~~March~~June 3130, 2025 and 2024, that would result in dilution of shares or the calculation of EPS under the two-class method as prescribed under ASC 260 – Earnings Per Share.

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DallasNews Corporation Second Quarter 2025 on Form 10-Q 15

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Note 9: Long-Lived Assets

In December 2024, the Company entered into a Purchase and Sale Agreement (the “Sale Agreement”) with 2201 Luna Road, LLC, a Texas limited liability company (as succeeded by Plano Estates, LLC, a Texas limited liability company, the “Purchaser”), to sell the Company’s Plano, Texas printing facility, including the surrounding land and most of the production assets (collectively, the “North Plant Property”) for $43,500. Subsequent to entering into the Sale Agreement, the Company and the Purchaser entered into four amendments to the Sale Agreement relating to the extension of the inspection period and the closing date and environmental remediation ~~(see~~discussed ~~Note 12)~~below. The Sale Agreement was entered into in connection with the Company’s announcement in May 2024, that it would be streamlining its print operations to a smaller, leased facility (see Note 4 – Leases) that requires fewer employees. ~~This transition will allow the Company to keep its operations in North Texas and continue to produce a seven-day print edition for the foreseeable future.~~

On March 11, 2025, the Company completed the sale of the North Plant Property. ~~and~~As ~~received~~previously ~~net~~disclosed, ~~cash proceeds of~~ $~~40,651~~600 ~~in connection with the Sale Agreement, generating a net gain~~ of ~~$36,206. Following~~ the ~~sale,~~proceeds ~~the~~from ~~Company is leasing~~ the North Plant Property ~~until~~sale (the ~~new~~“Escrow ~~print~~Funds”) ~~facility~~was isdeposited ~~fully~~with ~~operational~~an inescrow ~~May~~agent ~~2025.~~pending ~~The~~the ~~Company~~completion ~~made capital investments~~ of ~~$2,051~~certain inenvironmental ~~the~~testing ~~three~~of ~~months ended March 31, 2025, related to~~ the ~~new~~North ~~print~~Plant ~~facility and more efficient equipment~~Property. ~~Total~~Following ~~capital~~completion ~~investments~~of ~~are~~such ~~$8,455~~environmental ~~for~~testing ~~the~~that ~~new~~determined ~~facility~~it ~~and~~would ~~are~~not ~~included~~be ~~in property~~required, ~~plant~~the ~~and~~full ~~equipment,~~amount ~~net~~of in the ~~March 31,~~Escrow ~~2025~~Funds ~~Consolidated~~was ~~Balance~~released ~~Sheet.~~to In the ~~first quarter of 2025, the~~ Company ~~disposed~~on ~~of the North Plant Property assets that are no longer in use that were included in property, plant and equipment, net in the December~~April 3115, ~~2024 Consolidated Balance Sheet~~2025.

In connection with the Sale Agreement, the Company received net cash proceeds of $40,773, including the Escrow Funds and additional asset disposal costs incurred in the second quarter, generating a net gain of $36,310. The Company used a portion of the proceeds from the sale of the North Plant Property to make a voluntary cash contribution to fully fund its liabilities under the DallasNews Pension Plans; see Note 6 – Pension and Other Retirement Plans.

Note 10: Contingencies

Legal proceedings. From time to time, the Company is involved in a variety of claims, lawsuits and other disputes arising in the ordinary course of business. Management routinely assesses the likelihood of adverse judgments or outcomes in these matters, as well as the ranges of probable losses to the extent losses are reasonably estimable. Accruals for contingencies are recorded when, in the judgment of management, adverse judgments or outcomes are probable and the financial impact, should an adverse outcome occur, is reasonably estimable. The determination of likely outcomes of litigation matters relates to factors that include, but are not limited to, past experience and other evidence, interpretation of relevant laws or regulations and the specifics and status of each matter. Predicting the outcome of claims and litigation and estimating related costs and financial exposure involves substantial uncertainties that could cause actual results to vary materially from estimates and accruals. In the opinion of management, liabilities, if any, arising from currently existing claims against the Company would not have a material adverse effect on DallasNews’ results of operations, liquidity or financial condition.

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DallasNews Corporation First Quarter 2025 on Form 10-Q 15

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Note 11: Segment Reporting

In the second quarter of 2024, the Company’s CODM, who is the Chief Executive Officer, wanted to analyze the agency services business and its overall profitability separate from the traditional TDMN print business. Based on the ~~changes made in the~~ reporting package used by the CODM for purposes of allocating resources and assessing performance, the Company determined it has two reportable segments. The two reportable segments are the following:

TDMN is comprised of the Company’s traditional print business that includes operating The Dallas Morning News. These operations generate revenue from subscriptions and retail sales of the Company’s newspaper, as well as commercial printing and distribution services primarily related to national newspapers. In addition, Medium Giant’s cross-functional sales team generates revenue from sales of display and classified advertising within The Dallas Morning News and on related digital platforms to local, regional or national businesses with local operations, affiliates or resellers.

Agency is comprised of the Company’s full-service agency, Medium Giant. These operations generate revenue from strategic and creative services, website management and content services, media services consisting of paid search, social and targeted digital advertising on third-party platforms (programmatic), as well as traditional media including direct mail, promotional products, out of market print inserts, and over-the-top advertising on streaming platforms. The revenue also includes subscriptions to the Company’s multi-channel marketing solutions cloud-based software and services.

Significant segment expenses:

Employee compensation and benefits – Includes direct labor and employee benefits costs. Severance expense is not allocated to the two segments since management believes this expense is not associated with the ongoing operations of the segments.

Other production, distribution and operating costs – Includes direct expenses for distribution, outside services, lease cost, utilities, building and computer equipment maintenance, as well as other miscellaneous expenses such as travel and entertainment, and advertising and promotion expenses.

Newsprint, ink and other supplies (“NIS”) – Includes expenses for all printing supplies used for the TDMN segment, including commercial printing primarily related to national newspapers. The Agency segment incurs NIS costs associated with printing out of market inserts for marketing and media services clients.

DallasNews Corporation Second Quarter 2025 on Form 10-Q 16

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The primary measure of segment profitability utilized by the CODM is segment profit (loss). The CODM uses this measure to assess the operating results and performance of the Company’s segments, and perform plan-to-actual comparisons on a monthly and quarterly basis to budget and allocate resources to each segment. Segment profit (loss) excludes Corporate and Other, which reconciles our segment results to consolidated operating income (loss) and income (loss) before income taxes. Corporate and Other includes certain unallocated general corporate expenses, primarily indirect labor, benefits and long-term incentive compensation expenses of certain departments which provide support to both segments, as well as costs that are not associated with the ongoing operations of the segments, such as depreciation, severance expense, impairment charges, and one-time (gains) or losses associated with investments.

The CODM also uses adjusted operating income (loss) for the purposes of evaluating consolidated performance and allocating resources. The Company calculates adjusted operating income (loss) by adjusting operating income (loss) to exclude depreciation, severance expense, (gain) loss on sale/disposal of assets, and asset impairments (“adjusted operating income (loss)”). Adjusted operating income (loss) is not a measure of financial performance under GAAP and should not be considered in isolation or as a substitute for other comparable measures prepared in accordance with GAAP.

Asset information by segment is not a key measure of performance used by the CODM function. Accordingly, asset information by segment is not disclosed. Additionally, other non-operating items, net, and provision for income taxes, as reported in the consolidated financial statements, are not part of operating income (loss) and are recorded at the corporate level.

The table below sets forth revenue and significant expenses that are included in segment profit (loss) and regularly provided to the Company’s CODM. Due to the adoption of ASU 2023-07 effective as of the year ended December 31,2024, the Company updated its presentation to reflect segment profitability as segment profit (loss).



	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
TDMN
Net operating revenue (1)	$	25,885	$	28,109	$	51,037	$	55,162

Employee compensation and benefits		9,369		10,190		19,375		20,783
Other production, distribution and operating costs		9,302		10,442		19,541		20,574
Newsprint, ink and other supplies		837		1,162		1,980		2,240
Operating costs and expense		19,508		21,794		40,896		43,597
TDMN Segment Profit	$	6,377	$	6,315	$	10,141	$	11,565

Agency
Net operating revenue (1)	$	3,881	$	3,952	$	7,854	$	8,001

Employee compensation and benefits		1,875		2,108		3,751		4,534
Other production, distribution and operating costs		1,678		1,673		3,407		3,492
Newsprint, ink and other supplies		95		140		223		346
Operating costs and expense		3,648		3,921		7,381		8,372
Agency Segment Profit (Loss)	$	233	$	31	$	473	$	(371)

Total Segment Profit	$	6,610	$	6,346	$	10,614	$	11,194
Reconciling items:
Corporate and Other (2)		(5,347)		(5,778)		24,857		(12,382)
Operating Income (Loss) (2)	$	1,263	$	568	$	35,471	$	(1,188)
Other income (loss), net (3)		(34,979)		641		(34,914)		1,252
Income (Loss) Before Income Taxes (2) (3)	$	(33,716)	$	1,209	$	557	$	64

(1)See Note 2 – Revenue for disaggregated revenue by reportable segment and revenue source.

(2)Six months ended June 30, 2025, includes a net gain of $36,310 from the North Plant Property sale; see Note 9 – Long-Lived Assets.

(3)Three and six months ended June 30, 2025, includes a non-cash pension settlement charge of $35,266; see Note 6 – Pension and Other Retirement Plans.

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DallasNews Corporation ~~First~~Second Quarter 2025 on Form 10-Q 1617

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The table below sets forth revenue and significant expenses that are included in segment profit (loss) and regularly provided to the Company’s CODM. Due to the adoption of ASU 2023-07, the Company updated its presentation to reflect segment profitability as segment profit (loss).

	Three Months Ended March 31,
	2025		2024
TDMN
Net operating revenue (1)	$	25,152	$	27,053
Employee compensation and benefits		10,006		10,593
Other production, distribution and operating costs		10,239		10,132
Newsprint, ink and other supplies		1,143		1,079
Operating costs and expense		21,388		21,804
TDMN Segment Profit	$	3,764	$	5,249
Agency
Net operating revenue (1)	$	3,973	$	4,049
Employee compensation and benefits		1,876		2,426
Other production, distribution and operating costs		1,729		1,819
Newsprint, ink and other supplies		128		205
Operating costs and expense		3,733		4,450
Agency Segment Profit (Loss)	$	240	$	(401)
Total Segment Profit	$	4,004	$	4,848
Reconciling items:
Corporate and Other (2)		30,204		(6,604)
Operating Income (Loss) (2)	$	34,208	$	(1,756)
Other income, net		65		611
Income (Loss) Before Income Taxes (2)	$	34,273	$	(1,145)

(1)See Note 2 – Revenue for disaggregated revenue by reportable segment and revenue source.

(2)Three months ended March 31, 2025, includes a net gain of $36,206 from the North Plant Property sale.

Note 12: Subsequent Events

OnNew ~~April~~Tax 10, 2025, the Company entered into an acceptance of offer agreement with First Allmerica Financial Life Insurance Company (the “Insurer”), under which the Pension Plans purchased a nonparticipating single premium group annuity contract that will transfer to the Insurer all of the Pension Plans’ defined benefit pension obligations.Legislation

~~The~~On ~~purchase~~July 4, of2025, ~~the~~H.R.1 ~~group~~– ~~annuity~~One ~~contract~~Big ~~closed~~Beautiful onBill ~~April~~(the ~~17,~~“Bill”) ~~2025~~was enacted into law. The ~~contract~~Bill ~~covers~~makes ~~approximately~~permanent 1key elements of the Tax Cuts and Jobs Act,~~300~~ ~~participants~~including but not limited to, 100 percent bonus depreciation and ~~beneficiaries~~domestic ~~(the~~research ~~“Transferred~~cost ~~Participants”)~~expensing. ~~Under~~ASC ~~the~~740, ~~group~~Income ~~annuity contract~~Taxes, requires the ~~Insurer~~effects ~~has~~of ~~made~~changes anin ~~irrevocable~~tax ~~commitment,~~laws ~~and~~or ~~will~~rates beon ~~solely~~deferred ~~responsible,~~tax balances to ~~pay~~be recognized in the ~~pension~~interim ~~benefits~~period ofin ~~each~~which ~~Transferred~~the ~~Participant~~legislation ~~that~~is ~~are~~enacted. ~~due~~The onCompany ~~and~~is ~~after~~currently ~~July 1~~evaluating the impact of the Bill, ~~2025~~which if any, will be reflected in the Company’s third quarter financial statements. The ~~transaction~~Company ~~will~~currently does not ~~result~~expect ina ~~any~~material ~~changes~~impact toon ~~the~~its ~~amount~~financial ofstatements ~~benefits~~or ~~payable~~its to2025 ~~the~~effective ~~Transferred~~tax ~~Participants~~rate.

The purchase of the group annuity contract was funded by (i) approximately $132,000 of Pension Plans’ assets and (ii) a cash contribution of approximately $10,000 from the Company, which cash contribution was intended to fully fund the Company’s remaining defined benefit pension liabilities. The Company funded this contribution using proceeds from the sale of the North Plant Property. As a result of the purchase of the group annuity contract, the Company expects to recognize a one-time non-cash pre-tax pension settlement charge of approximately $33,000 to $37,000 in the second quarter of 2025. The actual charge will depend on finalization of the actuarial and other assumptions. Merger

AsOn ~~previously~~July 9, ~~disclosed~~2025, ~~$600~~the ofCompany ~~the~~entered ~~proceeds~~into ~~from~~an ~~the~~Agreement ~~North~~and ~~Plant~~Plan ~~Property~~of ~~sale~~Merger (the “~~Escrow~~Original ~~Funds~~Merger Agreement,”) ~~was~~and ~~deposited~~as amended, the “Merger Agreement”) with anHearst ~~escrow~~Media ~~agent~~West, ~~pending~~LLC, ~~the~~a ~~completion~~Delaware limited liability company (“Parent”), Destiny Merger Sub, Inc., a Texas corporation and wholly owned subsidiary of ~~certain~~Parent ~~environmental~~(“Merger ~~testing~~Sub”), and, solely for purposes of certain guaranty provisions set forth in the ~~North~~Merger ~~Plant~~Agreement, ~~Property~~Hearst Communications, Inc., ~~Following~~a ~~completion~~Delaware corporation and the indirect owner of ~~such~~all ~~environmental~~of ~~testing~~the outstanding equity of each of Parent and aMerger ~~determination~~Sub, ~~that~~pursuant noto ~~remediation~~which atMerger ~~the~~Sub ~~North~~will ~~Plant~~merge ~~Property~~with ~~would~~and beinto ~~required~~the Company (the “Merger”), with the ~~full~~Company ~~amount~~surviving the Merger and becoming a wholly owned subsidiary of Parent. The Merger Agreement and the ~~Escrow~~transactions ~~Funds~~contemplated ~~was~~thereby ~~released~~(including tothe Merger) were approved by the unanimous vote of the Company’s onboard ~~April 15,~~of ~~2025~~directors (the “Board”).

On July 27, 2025, the Company entered into the First Amendment to the Merger Agreement (the “Merger Agreement Amendment”). Pursuant to the Merger Agreement Amendment, the per share merger consideration was increased from $14.00 in cash, without interest, to $15.00 in cash, without interest. Additionally, pursuant to the Merger Agreement Amendment, certain legal expenses incurred or accrued by the Company or its subsidiaries will be excluded from the calculation of “Transaction Expenses” (as defined in the Merger Agreement) and, as a result, will not impact the calculation of the Company’s Net Cash (as defined in the Merger Agreement) as of the effective time of the Merger (the “Effective Time”). The Merger Agreement Amendment also implements various changes to reflect the adoption of the Rights Agreement (as defined below). All other terms of the Original Merger Agreement remain the same and in full force and effect as originally executed.

Under the terms of the Merger Agreement, at the Effective Time, each share of Series A Common Stock and Series B Common Stock that is outstanding immediately prior to the Effective Time (other than shares of Common Stock (i) held in treasury of the Company, (ii) issued and outstanding and owned by the Company, Parent or Merger Sub, or any direct or indirect wholly owned subsidiary of the Company, Parent or Merger Sub, or (iii) held by shareholders who have properly and validly exercised and perfected their statutory rights of dissent and appraisal in respect of such Shares in accordance with, and have otherwise complied with, Subchapter H, Chapter 10 of the Texas Business Organizations Code) will be canceled and extinguished and automatically converted into the right to receive cash in the amount equal to $15.00, without interest.

The Merger is subject to customary closing conditions including, among other things, (i) the receipt at a special meeting of shareholders of the Company of the affirmative vote in favor of the Merger Agreement and the transactions contemplated thereby (including the Merger) of (a) the holders of at least two-thirds of the voting power of all of the shares of Common Stock that are outstanding and entitled to vote on the approval of the Merger Agreement and the transactions contemplated thereby (including the Merger), (b) the holders of at least two-thirds of the shares of Series A Common Stock that are outstanding and entitled to vote on the approval of the Merger Agreement and the transactions contemplated thereby (including the Merger), voting separately as a class, and (c) the holders of at least two-thirds of the shares of Series B Common Stock that are outstanding and entitled to vote on the approval of the Merger Agreement and the transactions contemplated thereby (including the Merger), voting separately as a class (collectively, the “Requisite Shareholder Approval”), and (ii) the Company having Net Cash of not less than $20,000,000 as of the Effective Time. The Merger is expected to close during the third or early fourth quarter of 2025, subject to receipt of the Requisite Shareholder Approval and satisfaction of the other closing conditions. The Merger Agreement may be terminated under certain circumstances. Upon termination of the Merger Agreement under specified circumstances, the Company will be required to pay to Parent a termination fee of $3,000,000.

If the Merger is consummated, the Series A Common Stock will be delisted from The Nasdaq Stock Market and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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DallasNews Corporation ~~First~~Second Quarter 2025 on Form 10-Q 1718

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Receipt of Unsolicited Non-Binding Acquisition Proposal

On July 22, 2025, the Company received an unsolicited, non-binding 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 “Alden Proposal”). On July 28, 2025, the Company issued a press release announcing, among other things, the Board’s rejection of the Alden Proposal and related determination that the Alden Proposal does not constitute a Superior Proposal (as defined in the Merger Agreement) and is not reasonably likely to lead to a Superior Proposal.

Rights Agreement

On July 27, 2025, the Board unanimously approved, and the Company entered into, a Rights Agreement (the “Rights Agreement”) with Computershare Inc., as rights agent, and the Board declared a dividend distribution of one right (each, a “Right” and, together with all such rights distributed or issued pursuant to the Rights Agreement, the “Rights”) for each share of Common Stock outstanding to shareholders of record at the close of business on August 7, 2025. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company (each whole share, a share of “Preferred Stock”) at a purchase price of $90.00 (such purchase price, as may be adjusted, the “Purchase Price”). This portion of a share of Preferred Stock would give the holder thereof approximately the same dividend, voting, and liquidation rights as would one share of Series A Common Stock. Prior to exercise, the Right does not give its holder any dividend, voting or liquidation rights. The Rights are not exercisable until the Distribution Date (as defined below). As of and after the Distribution Date, the Rights will separate from the Common Stock and each Right will become exercisable.

The “Distribution Date” is the earlier of (i) ten days following a public announcement that a person has become an “Acquiring Person” (as defined in the Rights Agreement) by acquiring beneficial ownership of 10% (20% in the case of a 13G Investor (as defined in the Rights Agreement)) or more of the Series A Common Stock then outstanding (or, in the case of a person that had beneficial ownership of 10% (20% in the case of a 13G Investor) or more of the outstanding Series A Common Stock on the date the Rights Agreement is publicly announced, by obtaining beneficial ownership of one or more shares of Common Stock), subject to certain exceptions; and (ii) ten business days (subject to certain exceptions) after the commencement of a tender offer or exchange offer by or on behalf of any person (other than the Company and certain related entities) that, if completed, would result in such person becoming an Acquiring Person.

In the event that a person becomes an Acquiring Person, each holder of a Right will thereafter have the right to purchase, upon exercise and at the Purchase Price, the number of shares of Series A Common Stock (in the case of a Right that prior to the Distribution Date was evidenced by a certificate for Series A Common Stock or a book entry share of Series A Common Stock) or shares of Series B Common Stock (in the case of a Right that prior to the Distribution Date was evidenced by a certificate for Series B Common Stock or a book entry share of Series B Common Stock) (or, in certain circumstances, other securities, cash, or other assets of the Company), equal to the Purchase Price divided by 50% of the then-current market price. Notwithstanding any of the foregoing, upon a person becoming an Acquiring Person, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or by certain related parties) will be null and void. In the event that, unless previously approved by the Board, at any time after a person has become an Acquiring Person, (i) the Company engages in a merger or other business combination transaction in which the Company is not the continuing or surviving corporation or other entity, (ii) the Company engages in a merger or other business combination transaction in which the Company is the continuing or surviving corporation and the Common Stock of the Company are changed or exchanged, or (iii) 50% or more of the Company’s assets or earning power is sold or transferred, each holder of a Right (except Rights that have previously been voided) will have the right to receive, upon exercise, common shares of the acquiring company having a value equal to two times the Purchase Price.

The Rights Agreement provides that neither the execution, delivery or performance of the Merger Agreement, nor the consummation of the transactions contemplated by the Merger Agreement (including the Merger), will result in a Distribution Date or the separation of the Rights from the Common Stock, and the Rights Agreement and the Rights will be deemed terminated immediately prior to the consummation of the Merger. Further, Parent, Merger Sub, the Supporting Shareholders (as defined in the Rights Agreement) and their respective affiliates and associates will not be Acquiring Persons as a result of the execution, delivery or performance of or the consummation of the transactions contemplated by the Merger Agreement or the Voting and Support Agreement (as defined in the Rights Agreement).

The Rights will expire on the earliest of (i) 5:00 p.m., New York City time, on July 26, 2026; (ii) the time at which the Rights are redeemed; (iii) immediately prior to the closing of certain merger or other acquisition transactions (including the Merger) involving the Company; and (iv) the time at which the Rights are exchanged in full.

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DallasNews Corporation Second Quarter 2025 on Form 10-Q 19

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

DallasNews Corporation (“DallasNews” or the “Company”) intends for the discussion of its financial condition and results of operations that follows to provide information that will assist in understanding its financial statements, the changes in certain key items in those statements from period to period, and the primary factors that accounted for those changes, as well as how certain accounting principles, policies and estimates affect its financial statements. The following information should be read in conjunction with the Company’s consolidated financial statements and related notes filed as part of this report. All dollar amounts presented herein, except share and per share amounts, are in thousands, unless the context indicates otherwise.

This section and other parts of this Quarterly Report on Form 10-Q contain certain forward-looking statements. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those statements. See Forward-Looking Statements of this Quarterly Report for further discussion.

OVERVIEW

DallasNews Corporation and its subsidiaries are referred to collectively herein as “DallasNews” or the “Company.” DallasNews was formed in February 2008 through a spin-off from its former parent company and is registered on The Nasdaq Stock Market LLC (Nasdaq trading symbol: DALN). DallasNews is the Dallas-based holding company of The Dallas Morning News and Medium Giant.

Recent Developments

Merger

On July 9, 2025, the Company entered into an Agreement and Plan of Merger (the “Original Merger Agreement,” and as amended, the “Merger Agreement”) with Hearst Media West, LLC, a Delaware limited liability company (“Parent”), Destiny Merger Sub, Inc., a Texas corporation and wholly owned subsidiary of Parent (“Merger Sub”), and, solely for purposes of certain guaranty provisions set forth in the Merger Agreement, Hearst Communications, Inc., a Delaware corporation and the indirect owner of all of the outstanding equity of each of Parent and Merger Sub, pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger and becoming a wholly owned subsidiary of Parent. The Merger Agreement and the transactions contemplated thereby (including the Merger) were approved by the unanimous vote of the Company’s board of directors (the “Board”).

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DallasNews Corporation Second Quarter 2025 on Form 10-Q 20

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The Merger is subject to customary closing conditions including, among other things, (i) the receipt at a special meeting of shareholders of the Company (the “Special Meeting”) of the affirmative vote in favor of the Merger Agreement and the transactions contemplated thereby (including the Merger) of (a) the holders of at least two-thirds of the voting power of all of the shares of Common Stock that are outstanding and entitled to vote on the approval of the Merger Agreement and the transactions contemplated thereby (including the Merger), (b) the holders of at least two-thirds of the shares of Series A Common Stock that are outstanding and entitled to vote on the approval of the Merger Agreement and the transactions contemplated thereby (including the Merger), voting separately as a class, and (c) the holders of at least two-thirds of the shares of Series B Common Stock that are outstanding and entitled to vote on the approval of the Merger Agreement and the transactions contemplated thereby (including the Merger), voting separately as a class (collectively, the “Requisite Shareholder Approval”), and (ii) the Company having Net Cash of not less than $20,000,000 as of the Effective Time. The Merger is expected to close during the third or early fourth quarter of 2025, subject to receipt of the Requisite Shareholder Approval and satisfaction of the other closing conditions. The Merger Agreement may be terminated under certain circumstances. Upon termination of the Merger Agreement under specified circumstances, the Company will be required to pay to Parent a termination fee of $3,000,000 (the “Termination Fee”).

If the Merger is consummated, the Series A Common Stock will be delisted from The Nasdaq Stock Market and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The foregoing description of the Merger Agreement and the Merger Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the of the Original Merger Agreement and the Merger Agreement Amendment, copies of which are filed as Exhibits 2.1 and 2.2, respectively, hereto and are incorporated herein by reference.

Receipt of Unsolicited Non-Binding Acquisition Proposal

Rights Agreement

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DallasNews Corporation Second Quarter 2025 on Form 10-Q 21

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The foregoing description of the Rights Agreement and the Rights does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, a copy of which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

North Plant Sale and Pension Annuitization

On March 11, 2025, the Company completed the sale of its Plano, Texas printing facility, including the surrounding land and most of the production assets (collectively, the “North Plant Property”). In connection with the sale, the Company received net cash proceeds of $40,773, including escrow funds released back to the Company and additional asset disposal costs incurred in the second quarter, generating a net gain of $36,310.

New Tax Legislation

On July 4, 2025, H.R.1 – One Big Beautiful Bill (the “Bill”) was enacted into law. The Bill makes permanent key elements of the Tax Cuts and Jobs Act, including but not limited to, 100 percent bonus depreciation and domestic research cost expensing. ASC 740, Income Taxes, requires the effects of changes in tax laws or rates on deferred tax balances to be recognized in the interim period in which the legislation is enacted. The Company is currently evaluating the impact of the Bill, which if any, will be reflected in the Company’s third quarter financial statements. The Company currently does not expect a material impact on its financial statements or its 2025 effective tax rate.

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DallasNews Corporation Second Quarter 2025 on Form 10-Q 22

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Reportable Segments

InBased ~~the second quarter of 2024, based~~ on ~~changes made in~~ the reporting package used by the Company’s Chief Operating Decision Maker (“CODM”) for purposes of allocating resources and assessing performance, the Company determined it has two reportable segments. The two reportable segments are TDMN and Agency:

The Company also has a Corporate and Other category that includes certain unallocated general corporate expenses, as well as costs that are not associated with the ongoing operations of the segments. ~~As applicable, prior period information has been recast by segment to reflect current period presentation for comparative purposes.~~ See Note 11 - Segment Reporting for additional information.

Business Trends

Several industry trends have been considered when assessing the Company’s business strategy:

Traditionally, the Company’s primary revenues are generated from advertising within its newspaper and related digital platforms, and from subscription and single copy sales of its printed newspaper. As a result of competitive and economic conditions, the newspaper industry has faced a significant revenue decline over the past decade. Therefore, the Company has sought to diversify its revenues through development and investment in new product offerings, increased circulation rates and leveraging of its existing assets to offer cost efficient commercial printing and distribution services. The Company continually evaluates the overall performance of its core products to ensure existing assets are deployed adequately to maximize return.

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DallasNews Corporation First Quarter 2025 on Form 10-Q 18

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The Company’s advertising revenue from its newspaper continues to be adversely affected by the shift of advertiser spending to other forms of media and the increased accessibility of free online news content, as well as news content from other sources, which also adversely affects paid print circulation volumes and revenue.

In response to print revenue challenges, the Company built agency capabilities, including strategy, creative and media management with a focus on strategic and digital marketing, and data intelligence that provide a measurable return on investment to its clients. The Company leverages its news content to improve engagement on the Company’s digital platforms that results in increased digital subscriptions and associated revenue. The Company also continues to diversify its revenue base by leveraging the available capacity of its existing assets to provide print and distribution services for newspapers and other customers requiring these services, by introducing new advertising and marketing services products, and by increasing circulation prices.

Because of declining print circulation, the Company has developed broad digital strategies designed to provide readers with multiple platforms for obtaining online access to local news. The Company continues to obtain additional key demographic data from readers, which allows the Company to provide content desired by readers and to modify marketing and distribution strategies to target and reach audiences valued by advertisers. The Company has access to programmatic digital advertising platforms that provide digital ad placement and targeting efficiencies and increases utilization of digital inventory within the Company’s platforms. Additionally, in order to optimize owned and operated digital advertising revenue, the Company has adopted a holistic yield management approach powered by real-time bidding technologies and data analysis to ensure the optimal mix of direct sales and programmatic ad sales is achieved.

Macroeconomic Environment

The Company and its business partners are subject to risks and uncertainties caused by factors beyond its control, including macroeconomic factors such as inflation and changes in trade policies. If inflation were to increase, for an extended period, certain operating costs could increase or advertiser spending could be impacted. Furthermore, although recently announced tariffs have not directly affected the Company’s operating results to date, the Company continues to closely monitor trade policies and tariff initiatives that could adversely impact its advertisers and clients.

~~Overview~~DallasNews ofCorporation ~~Significant~~Second ~~Transactions~~Quarter 2025 on Form 10-Q 23

On March 11, 2025, the Company completed the sale of its Plano, Texas printing facility, including the surrounding land and most of the production assets (collectively, the “North Plant Property”), and received net cash proceeds of $40,651, generating a net gain of $36,206. Following the sale, the Company is leasing the North Plant Property until the new print facility is fully operational in May 2025. In the first quarter of 2025, the Company made capital investments of $2,051 and paid $1,991 of severance related to its transition to a smaller printing facility with more efficient equipment.

The Company used a portion of the proceeds from the sale of the North Plant Property to make a voluntary cash contribution to fully fund the Company’s liabilities under the DallasNews Pension Plans, and purchased an irrevocable group annuity contract from an insurance company to settle the Company’s defined benefit obligations to participants in the DallasNews Pension Plans. See Note 12 – Subsequent Events for additional information. With respect to the remaining proceeds from the sale of the North Plant Property, the Company continues to review its capital allocation strategy to determine the best approach to returning capital to shareholders while also investing in its business to deliver sustainable revenue.

‎

DallasNews Corporation First Quarter 2025 on Form 10-Q 19

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RESULTS OF OPERATIONS

Consolidated Results of Operations (unaudited)

This section contains discussion and analysis of net operating revenue, operating costs and expense and other information relevant to an understanding of results of operations for the three and six months ended ~~March~~June 3130, 2025 and 2024.

The table below sets forth the components of the Company’s operating income (loss).

	Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
	2025	~~2025~~	Percentage‎Change		2024			2025	Percentage‎Change		2024
Advertising and marketing services	$	1012,~~813~~302	(73.28)	%	$	1112,~~646~~784	$	23,115	(5.4)	%	$	24,430
Circulation	$	15,~~447~~263	(5.27)	%	$	16,~~300~~181		30,710	(5.5)	%		32,481
Printing, distribution and other		2,~~865~~201	(928.29)	%		3,~~156~~096		5,066	(19.0)	%		6,252
Total Net Operating Revenue	$	29,~~125~~766	(67.42)	%	$	3132,~~102~~061	$	58,891	(6.8)	%	$	63,163
Employee compensation and benefits		1413,~~847~~592	(7.98)	%		1614,~~117~~738		28,439	(7.8)	%		30,855
Other production, distribution and operating costs		1413,~~671~~713	(28.69)	%		15,~~059~~046		28,384	(5.7)	%		30,105
Newsprint, ink and other supplies		~~1,271~~932	(128.04)	%		1,~~284~~302		2,203	(14.8)	%		2,586
Depreciation		~~334~~370	(169.1)	%		~~398~~407		704	(12.5)	%		805
Gain on sale/disposal of assets, net		(~~36,206~~104)	N/A			—		(36,310)	N/A			—
Total Operating Costs and Expense	$	(528,~~083)~~503	(~~115~~9.5)	%	$	3231,~~858~~493	$	23,420	(63.6)	%	$	64,351
Operating Income (Loss)	$	341,~~208~~263	~~N/M~~122.4	%	$	~~(1,756)~~568	$	35,471	N/M		$	(1,188)

N/M – not meaningful

Revenues

Advertising and marketing services

Advertising and marketing services revenue, including print, digital, and marketing and media services revenues, was 3741.13 percent and 3739.43 percent of total revenue for the three and six months ended ~~March~~June 3130, 2025, respectively, and 39.9 percent and 38.7 percent of total revenue for the three and six months ended June 30, 2024, respectively.

Print advertising – TDMN segment revenue that is primarily comprised of display and classified advertising space within the Company’s newspaper. Display revenue results from sales of advertising space within the Company’s newspaper to local, regional or national businesses with local operations, affiliates or resellers. Classified revenue, which includes automotive, real estate, employment, obituaries, immigration, and other, results from sales of advertising space in the classified and other sections of the Company’s newspaper.

Digital advertising – TDMN segment revenue that is generated by digital sales of banner, classified and native advertisements on the Company’s news websites, social media platforms and mobile apps. ~~Prior to the segment reporting change, digital advertising, and marketing and media services revenues were reported in aggregate. Prior period was recast in the revenue table below.~~

Marketing and media services – Agency segment revenue that is primarily comprised of strategic and creative services, website management and content services, media services consisting of paid search, social and targeted digital advertising on third-party platforms (programmatic), as well as traditional media including direct mail, promotional products, out of market print inserts, and over-the-top advertising on streaming platforms. The revenue also includes subscriptions to the Company’s multi-channel marketing solutions cloud-based software and services.

‎

DallasNews Corporation ~~First~~Second Quarter 2025 on Form 10-Q 2024

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Circulation

Circulation revenue, all included in the TDMN segment, was 5351.03 percent and 52.41 percent of total revenue for the three and six months ended ~~March~~June 3130, 2025, respectively, and 50.4 percent and 51.4 percent of total revenue for the three and six months ended June 30, 2024, respectively. Print circulation is generated primarily by selling home delivery subscriptions, including premium publications, and from single copy sales to non-subscribers. Digital circulation is generated by digital-only subscriptions.

Printing, distribution and other

Printing, distribution and other revenue was 97.84 percent and 108.26 percent of total revenue for the three and six months ended ~~March~~June 3130, 2025, respectively, and 9.7 percent and 9.9 percent of total revenue for the three and six months ended June 30, 2024, respectively. TDMN segment revenue that is primarily generated from printing and distribution of other newspapers, mailed advertisements for business customers, and sublease income. In the third quarter of 2024, the Company’s partner for its program to distribute mailed advertisements for business customers, located in Tempe, Arizona, gave their six-month termination notice. The program ~~generates~~generated approximately $350,000 a month in revenue, although recently this program isexperienced ~~experiencing~~ revenue declines, consistent with the overall industry trend of declining mailed advertisements. The Company does not expect a significant financial impact from the termination of this agreement since related expense savings partially offset the loss in ~~April~~revenue ~~2025~~associated with this agreement.

Operating Expenses

Employee compensation and benefits – Includes labor and employee benefits costs, as well as severance expense that is not allocated to the two segments since management believes this expense is not associated with the ongoing operations of the segments.

Other production, distribution and operating costs – Includes distribution, outside services, lease cost, utilities, building and computer equipment maintenance, as well as other miscellaneous expenses such as travel and entertainment, and advertising and promotion expenses.

Newsprint, ink and other supplies – Includes expenses for all printing supplies used for the TDMN segment, which includes operating The Dallas Morning News, as well as commercial printing primarily related to national newspapers. The Agency segment incurs costs associated with printing out of market inserts for marketing and media services clients.

Depreciation – This is not allocated to the two segments since management believes this expense is not indicative of each segment’s core operations.

(Gain) loss on sale/disposal of assets, net – This is not allocated to the two segments since management believes this expense is not associated with the ongoing operations of the segments.

Other Non-Operating Components

The table below sets forth the other components of the Company’s results of operations.

	Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
	2025		Percentage‎Change		2024		2025		Percentage‎Change	2024
Other income, net	$	65	(89.4)	%	$	611
Other income (loss), net	$	(34,979)	N/M		$	641	$	(34,914)	N/M	$	1,252
Income tax provision	$	5,988	N/M		$	218
Income tax provision (benefit)	$	(224)	7.1	%	$	(241)	$	5,764	N/M	$	(23)

N/M – not meaningful

Other income (loss), net – ~~Other~~Primarily ~~income, net primarily~~ includes net periodic pension and other post-employment expense (benefit), interest income (expense) and gain (loss) from investments. Net periodic pension and other post-employment expense (benefit) was $35,285 and $(474) for the three months ended June 30, 2025 and 2024, respectively, and $35,307 and $(948) for the six months ended June 30, 2025 and 2024, respectively. In the second quarter of 2025, the Company recorded a one-time non-cash pre-tax pension settlement charge of $35,266 related to the Company’s voluntary cash contribution to fully fund its liabilities under the DallasNews Pension Plans, and purchase of an irrevocable group annuity contract from an insurance company to settle its defined benefit obligations to participants in the DallasNews Pension Plans. See Note 6 – Pension and Other Retirement Plans for additional information.

~~Net~~In ~~periodic~~the ~~pension~~three and ~~other~~six ~~post-employment~~months ~~expense~~ended ~~(benefit)~~June 30, ~~was~~2024, the Company recorded $2248 and $~~(474)~~159 ~~for~~of interest income from the ~~three~~Company’s ~~months~~investments ~~ended~~in ~~March 31,~~Certificates ~~2025~~of ~~and~~Deposits ~~2024,~~that ~~respectively~~were terminated or matured in 2024.‎

InDallasNews ~~the~~Corporation ~~three~~Second ~~months~~Quarter ~~ended~~2025 ~~March 31,~~on ~~2024,~~Form ~~the Company recorded $111 of interest income from the Company’s investments in Certificates of Deposits that were terminated or matured in 2024.~~10-Q 25

‎

DallasNews Corporation First Quarter 2025 on Form 10-Q 21

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Income tax provision (benefit) – The Company recognized an income tax provision (benefit) of $~~5,988~~(224) and $(241) in the three months ended ~~March~~June 3130, 2025, ~~due~~and to2024, ~~income~~respectively, ~~generated~~and ~~from~~$5,764 ~~the~~and ~~sale~~$(23) ofin the ~~Company’s~~six ~~Plano~~months ~~printing~~ended ~~facility (see Note~~June 9)30, 2025 and ~~effect~~2024, ofrespectively. Excluding the ~~Texas~~discrete ~~franchise~~impact ~~tax.~~of ~~The~~the ~~Company~~DallasNews ~~expects~~Pension toPlans ~~utilize~~annuitization ~~its~~(Note ~~net~~6), ~~operating~~the ~~loss~~effective ~~carryforwards~~income totax ~~offset~~rate ~~almost~~was ~~all federal taxable income~~17.3 percent Infor the ~~three~~six months ended ~~March~~June 3130, 2025, ~~the~~and ~~Company~~(35.9) percent ~~recorded~~for ~~a decrease of $5,000 in deferred tax assets related to~~ the ~~utilization~~six ofmonths ~~federal~~ended ~~net~~June 30, ~~operating loss carryforwards~~2024.

~~Effective~~The income tax ~~rates~~benefit ~~were~~of ~~17.5 percent~~$241 and ~~(19.0) percent~~$23 ~~for~~recorded in the three and six months ended ~~March~~June 3130, ~~2025~~2024, ~~and~~respectively, was due to the negative annual effective tax rate estimated for the 2024 year, ~~respectively~~applied to the June 30, 2024 year-to-date income before taxes.

Legal proceedings – From time to time, the Company is involved in a variety of claims, lawsuits and other disputes arising in the ordinary course of business. Management routinely assesses the likelihood of adverse judgments or outcomes in these matters, as well as the ranges of probable losses to the extent losses are reasonably estimable. Accruals for contingencies are recorded when, in the judgment of management, adverse judgments or outcomes are probable and the financial impact, should an adverse outcome occur, is reasonably estimable. The determination of likely outcomes of litigation matters relates to factors that include, but are not limited to, past experience and other evidence, interpretation of relevant laws or regulations and the specifics and status of each matter. Predicting the outcome of claims and litigation and estimating related costs and financial exposure involves substantial uncertainties that could cause actual results to vary materially from estimates and accruals. In the opinion of management, liabilities, if any, arising from currently existing claims against the Company would not have a material adverse effect on DallasNews’ results of operations, liquidity or financial condition.

Results of Operations by Reportable Segment (unaudited)

Advertising and marketing services revenue

The table below sets forth advertising and marketing services revenue by reportable segment. ~~Prior period was recast as a result of the Company’s change in segment reporting.~~

	Three Months Ended March 31,
	Three Months Ended June 30,							Six Months Ended June 30,
	2025	~~2025~~	Percentage‎Change		~~2024‎(Recast)~~	2024			2025	Percentage‎Change		2024
TDMN
Print advertising	$	46,~~949~~257	(124.26)	%	$	~~5,639~~$	6,558	$	11,206	(8.1)	%	$	12,197
Digital advertising		12,~~891~~164	(3.4.8)	%		~~1,958~~	2,274		4,055	(4.2)	%		4,232
Agency
Marketing and media services		3,~~973~~881	(1.98)	%		~~4,049~~	3,952		7,854	(1.8)	%		8,001
Advertising and Marketing Services	$	1012,~~813~~302	(73.28)	%	$	~~11,646~~$	12,784	$	23,115	(5.4)	%	$	24,430

TDMN

Print advertising revenue decreased $~~690~~301 and $991 in the three and six months ended ~~March~~June 3130, 2025, ~~primarily~~respectively, ~~due~~driven toby a decline in ~~classified~~ advertisements in The Dallas Morning News, primarily display in the second quarter, partially offset by an improvement in classified advertising.

Digital advertising revenue decreased ~~slightly~~$110 and $177 in the three and six months ended ~~March~~June 3130, 2025, respectively, primarily due to a decline in digital advertisements on dallasnews.com, partially offset by anadditional ~~increase~~revenue infrom ~~advertisements~~advertising inon ~~The~~the ~~Dallas Morning News~~Company’s ~~digital~~new ~~replica~~video ~~known~~player ~~as the ePaper~~feature.

Agency

Marketing and media services revenue decreased ~~slightly~~$71 and $147 in the three months and six months ended ~~March~~June 3130, 2025, respectively, primarily resulting from a decline in traditional media services including promotional products and out of market print inserts.

‎

DallasNews Corporation ~~First~~Second Quarter 2025 on Form 10-Q 2226

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Circulation revenue

The table below sets forth circulation revenue all included in the TDMN segment.

	Three Months Ended March 31,
	Three Months Ended June 30,							Six Months Ended June 30,
	2025	~~2025~~	Percentage‎Change		~~2024~~	2024			2025	Percentage‎Change		2024
TDMN
Print circulation	$	1110,~~047~~915	(65.09)	%	$	~~11,756~~$	11,603	$	21,962	(6.0)	%	$	23,359
Digital circulation		4,~~400~~348	(35.20)	%		~~4,544~~	4,578		8,748	(4.1)	%		9,122
Circulation	$	15,~~447~~263	(5.27)	%	$	~~16,300~~$	16,181	$	30,710	(5.5)	%	$	32,481

Print circulation revenue decreased $~~709~~688 and $1,397 in the three and six months ended ~~March~~June 3130, 2025, respectively, primarily driven by a decline in print subscriptions of 6,~~479~~332 or 9.67 percent when compared to ~~March~~June 3130, 2024, partially offset by rates increasing approximately 43.19 percent.

Digital circulation revenue decreased $~~144~~230 and $374 in the three and six months ended ~~March~~June 3130, 2025, respectively. In the third quarter of 2024, the Company modified its digital subscription strategy to be more volume-centric by extending the introductory pricing period and adjusting the ongoing price, ~~resulting~~negatively impacting revenue in athe short term, but improving digital-only subscriptions ~~increase~~by of1,223 ~~694~~ or 1.19 percent assince ~~of March~~December 31, ~~2025,~~2024. ~~when~~The ~~compared~~Company continues to ~~December 31,~~focus ~~2024~~on finding a sustainable strategy that balances price with the ability to continue to grow its digital subscriber base.

Printing, distribution and other revenue

The table below sets forth printing, distribution and other revenue all included in the TDMN segment.

	Three Months Ended March 31,
	Three Months Ended June 30,							Six Months Ended June 30,
	2025	~~2025~~	Percentage‎Change		~~2024~~	2024			2025	Percentage‎Change		2024
TDMN
Printing, Distribution and Other	$	2,~~865~~201	(928.29)	%	$	~~3,156~~$	3,096	$	5,066	(19.0)	%	$	6,252

Printing, distribution and other revenue decreased $~~291~~895 and $1,186 in the three and six months ended ~~March~~June 3130, 2025, respectively, primarily due to athe ~~canceled~~Company’s ~~commercial~~partner ~~printing~~for ~~partnership~~its ~~and~~program ato ~~reduction~~distribute in mailed advertisements ~~for~~terminating ~~business~~the ~~customers~~partnership effective April 2025.

‎

DallasNews Corporation ~~First~~Second Quarter 2025 on Form 10-Q 2327

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Operating Costs and Expense

The table below sets forth the components of the Company’s operating costs and expense by reportable segment, and Corporate and Other category.

	Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
	2025		Percentage‎Change		2024		2025		Percentage‎Change		2024
TDMN
Employee compensation and benefits	$	109,~~006~~369	(58.51)	%	$	10,~~593~~190	$	19,375	(6.8)	%	$	20,783
Other production, distribution and operating costs		109,~~239~~302	1(10.19)	%		10,~~132~~442		19,541	(5.0)	%		20,574
Newsprint, ink and other supplies		~~1,143~~837	5(28.90)	%		1,~~079~~162		1,980	(11.6)	%		2,240
Agency
Employee compensation and benefits		1,~~876~~875	(2211.71)	%		2,~~426~~108		3,751	(17.3)	%		4,534
Other production, distribution and operating costs		1,~~729~~678	(40.9)3	%		1,~~819~~673		3,407	(2.4)	%		3,492
Newsprint, ink and other supplies		~~128~~95	(3732.61)	%		~~205~~140		223	(35.5)	%		346
Corporate and Other
Employee compensation and benefits		2,~~965~~348	(4.3.8)	%		32,~~098~~440		5,313	(4.1)	%		5,538
Other production, distribution and operating costs		2,~~703~~733	(136.08)	%		32,~~108~~931		5,436	(10.0)	%		6,039
Depreciation		~~334~~370	(169.1)	%		~~398~~407		704	(12.5)	%		805
Gain on sale/disposal of assets, net		(~~36,206~~104)	N/A			—		(36,310)	N/A			—
Total Operating Costs and Expense	$	(528,~~083)~~503	(~~115~~9.5)	%	$	3231,~~858~~493	$	23,420	(63.6)	%	$	64,351

Employee compensation and benefits – TDMN expense decreased $~~587~~821 and $1,408 in the three and six months ended ~~March~~June 3130, 2025, respectively, due to headcount reductions related to the transition to a smaller printing facility. Agency expense declined $~~550~~233 and $783 in the three and six months ended ~~March~~June 3130, 2025, respectively, as a result of first quarter headcount reductions at Medium Giant. Corporate and Other includes severance expense of $~~467~~542 in the six months ended June 30,2025, offset by compensation savings from reduced headcount. Total Company employee headcount is ~~461~~451, a decrease of 7082 or 1315.24 percent when compared to ~~March~~June 3130, 2024, and 6575 or 1214.43 percent when compared to December 31, 2024.

Other production, distribution and operating costs – TDMN expense ~~increased~~decreased $~~107~~1,140 and $1,033 in the three and six months ended ~~March~~June 3130 2025, respectively, primarily due to ~~higher~~lower ~~distribution~~outside services expense in the second quarter mostly associated with athe ~~new~~mailed ~~distribution~~advertisements ~~center~~partnership ~~generating~~cancellation, ~~additional~~as ~~commercial~~well ~~printing~~as ~~revenue,~~expense ~~partially~~savings ~~offset~~related byto ~~lower~~the ~~circulation~~transition to a smaller, leased printing facility. Agency expense decreased $9085 in the ~~three~~six months ended ~~March~~June 3130 2025, due to reduced revenue-related outside services expense for traditional media services.

Newsprint, ink and other supplies – TDMN expense ~~increased~~decreased $64325 and $260 in the three and six months ended ~~March~~June 3130, 2025, ~~due~~respectively, toprimarily ~~higher~~due ~~newsprint consumption related~~ to ~~the~~lower ~~transition to the new printing facility~~circulation. Agency expense decreased $7745 and $123 in the three and six months ended ~~March~~June 3130, 2025, respectively, resulting from a reduction in printing out of market inserts. Newsprint consumption for the three months ended ~~March~~June 3130, 2025 and 2024, approximated 1,~~425~~160 and 1,~~190~~187 metric tons, respectively, at an average cost per metric ton of $~~638~~629 and $~~674~~649, respectively. Newsprint consumption for the six months ended June 30, 2025 and 2024, approximated 2,585 and 2,377 metric tons, respectively, at an average cost per metric ton of $634 and $661, respectively.

Depreciation – Expense decreased in the three and six months ended ~~March~~June 3130, 2025, primarily due to the disposition of assets ~~with remaining useful life, but~~ no longer in use after the North Plant Property sale. The new printing facility assets were put in service ~~late~~ in ~~the~~2025, ~~first~~including ~~quarter and include~~ the more efficient press that will depreciate over a useful life of 20 years.

Gain on sale/disposal of assets, net – In the ~~three~~six months ended ~~March~~June 3130, 2025, the Company recorded a net gain from the North Plant Property sale of $36,~~206~~310, ~~from~~including the ~~North~~Escrow ~~Plant~~Funds ~~Property~~and ~~sale~~additional asset disposal costs incurred in the second quarter.

‎

DallasNews Corporation ~~First~~Second Quarter 2025 on Form 10-Q 2428

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Segment Profit (Loss)

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
TDMN
Net operating revenue	$	25,~~152~~885	$	2728,~~053~~109	$	51,037	$	55,162
Employee compensation and benefits		109,~~006~~369		10,~~593~~190		19,375		20,783
Other production, distribution and operating costs		109,~~239~~302		10,~~132~~442		19,541		20,574
Newsprint, ink and other supplies		~~1,143~~837		1,~~079~~162		1,980		2,240
Operating costs and expense		2119,~~388~~508		21,~~804~~794		40,896		43,597
TDMN Segment Profit	$	36,~~764~~377	$	56,~~249~~315	$	10,141	$	11,565
Agency
Net operating revenue	$	3,~~973~~881	$	43,~~049~~952	$	7,854	$	8,001
Employee compensation and benefits		1,~~876~~875		2,~~426~~108		3,751		4,534
Other production, distribution and operating costs		1,~~729~~678		1,~~819~~673		3,407		3,492
Newsprint, ink and other supplies		~~128~~95		~~205~~140		223		346
Operating costs and expense		3,~~733~~648		43,~~450~~921		7,381		8,372
Agency Segment Profit (Loss)	$	~~240~~233	$	~~(401)~~31	$	473	$	(371)
Total Segment Profit	$	46,~~004~~610	$	46,~~848~~346	$	10,614	$	11,194
Reconciling items:
Corporate and Other (1)		30(5,~~204~~347)		(65,~~604~~778)		24,857		(12,382)
Operating Income (Loss) (1)	$	341,~~208~~263	$	~~(1,756)~~568	$	35,471	$	(1,188)
Other income, net		65		611
Other income (loss), net (2)		(34,979)		641		(34,914)		1,252
Income (Loss) Before Income Taxes (1)	$	34,273	$	(1,145)
Income (Loss) Before Income Taxes (1) (2)	$	(33,716)	$	1,209	$	557	$	64

(1)~~Three~~Six months ended ~~March~~June 3130, 2025, includes a net gain of $36,~~206~~310 from the North Plant Property sale; see Note 9 – Long-Lived Assets.

(2)Three and six months ended June 30, 2025, includes a non-cash pension settlement charge of $35,266; see Note 6 – Pension and Other Retirement Plans.

TDMN

TDMN segment profit ~~decreased~~improved slightly in the three months ended June 30, 2025, and declined $1,~~485~~424 in the ~~three~~six months ended ~~March~~June 3130, 2025, primarily due to revenue declines in print advertising and print circulation of $~~690~~991 and $~~709~~1,397, respectively, partially offset by expense savings ~~from headcount reductions~~ related to the transition to a ~~more~~leased ~~efficient~~ printing facility that is more efficient. The second quarter loss in other revenue of $895 is primarily due to the Company’s program to distribute mailed advertisements being terminated in April, which also resulted in related expense savings in outside services of $475 that partially offset the loss in revenue.

Agency

Agency segment profit (loss) improved $~~641~~202 and $844 in the three and six months ended ~~March~~June 3130, 2025, respectively, primarily due to strategic expense savings initiatives and continuing to focus on more relevant solutions for its clients.

‎

DallasNews Corporation ~~First~~Second Quarter 2025 on Form 10-Q 2529

Table of Contents

Liquidity and Capital Resources

The Company’s cash and cash equivalents as of ~~March~~June 3130, 2025 and December 31, 2024, were $4433,~~170~~700 and $9,594, respectively.

The Company expects to have cash flow and expense reduction measures in place to help offset future revenue declines. The Company believes it has adequate cash to continue to fund operating activities and capital spending.

In December 2024, the Company announced it entered into an agreement (the “Sale Agreement”) with 2201 Luna Road, LLC, a Texas limited liability company (as succeeded by Plano Estates, LLC, a Texas limited liability company, the “Purchaser”) to sell its Plano, Texas printing facility, including the surrounding land and most of the production assets (collectively, the “North Plant Property”) for $43,500. Subsequent to entering into the Sale Agreement, the Company and the Purchaser entered into four amendments to the Sale Agreement relating to the extension of the inspection period and the closing date and environmental remediation ~~(see Note 12)~~. The Sale Agreement was entered into in connection with the Company’s announcement on May 14, 2024, that it would be streamlining its print operations to a smaller, leased facility (see Note 4 – Leases) with more efficient equipment that requires fewer employees. In the six months ended June 30, 2025, the Company made capital investments of $2,493 and paid $2,615 of severance related to its printing facility transition.

On March 11, 2025, the Company completed the sale of the North Plant Property. ~~and~~As ~~received~~previously ~~net~~disclosed, ~~cash~~$600 of the proceeds offrom ~~$40,651~~the inNorth ~~connection~~Plant ~~with~~Property sale (the ~~Sale~~“Escrow ~~Agreement,~~Funds”) ~~generating~~was adeposited ~~net~~with ~~gain~~an ofescrow ~~$36,206.~~agent ~~Following~~pending the ~~sale,~~completion ~~the~~of ~~Company~~certain isenvironmental ~~leasing~~testing of the North Plant Property. ~~until~~Following ~~the~~completion ~~new~~of ~~print~~such ~~facility~~environmental istesting ~~fully~~that ~~operational~~determined init ~~May~~would ~~2025.~~not Inbe ~~the three months ended March 31~~required, ~~2025,~~ the ~~Company~~full ~~made~~amount ~~capital investments~~ of ~~$2,051~~the ~~and~~Escrow ~~paid~~Funds ~~$1,991~~was ofreleased ~~severance related~~ to ~~its~~the ~~transition~~Company toon aApril 15, ~~smaller~~2025. ~~printing~~In ~~facility~~connection with ~~more~~the ~~efficient~~Sale ~~equipment.~~Agreement, ~~This transition will allow~~ the Company toreceived ~~keep~~net ~~its~~cash ~~operations~~proceeds inof ~~North~~$40,773, ~~Texas~~including ~~and~~the ~~continue~~Escrow toFunds ~~produce~~and aadditional ~~seven-day~~asset ~~print~~disposal ~~edition~~costs ~~for~~incurred ~~the~~in ~~foreseeable future. Once~~ the ~~transition~~second ~~is completed~~quarter, ~~the~~generating ~~Company~~a ~~expects~~net togain ~~benefit from annual expense savings~~ of ~~approximately~~ $536,~~000~~310.

The Company used a portion of the proceeds from the sale of the North Plant Property to make a voluntary cash contribution to fully fund ~~the~~its ~~Company’s~~ liabilities under the DallasNews Pension Plans, and purchased an irrevocable group annuity contract from an insurance company to settle the Company’s defined benefit obligations to participants in the DallasNews Pension Plans. See Note 126 – ~~Subsequent~~Pension ~~Events~~and Other Retirement Plans for additional information.

The following discusses the changes in cash flows by operating, investing and financing activities.

Operating Cash Flows

Net cash used for operating activities for the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024, was $313,~~538~~770 and $31,~~208~~660, respectively. Cash flows used for operating activities increased by $~~330~~12,110 during the ~~three~~six months ended ~~March~~June 3130, 2025, when compared to the prior year period, primarily due to ~~changes~~the inCompany’s ~~working~~voluntary ~~capital~~cash ~~and~~contribution ~~other~~of ~~operating~~approximately ~~assets~~$10,000 ~~and~~to ~~liabilities.~~fully ~~Cash~~fund ~~flows~~its ~~used~~liabilities ~~for~~under ~~operating~~the ~~activities~~DallasNews ~~included~~Pension Plans and severance payments ~~for headcount reductions in the first quarter of 2025,~~ related to the ~~transition~~printing ~~to a smaller, more efficient print~~ facility, ~~and in the first quarter of 2024, for a voluntary severance offer~~transition.

Investing Cash Flows

Net cash provided by investing activities was $3837,~~114~~876 and $~~313~~7,420 for the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024, respectively. In 2025, the Company sold the North Plant Property and received net cash proceeds of $40,~~651~~773. In the first quarter of 2024, $10,000 in Certificates of Deposit (“CD’s”) matured and the Company reinvested $9,909 in CD’s, which the Company terminated, without penalty, in the second quarter of 2024. The Company received cash proceeds of $~~323~~440 in 2024 from the return on the Company’s investments in CD’s. Cash flows provided by investing activities also included $2,~~453~~897 of capital spending in 2025, primarily related to the new printing facility and equipment, and $~~101~~3,020 of capital spending in 2024.

Financing Cash Flows

Net cash used for financing activities was $0 and $856 for the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024, respectively, all attributable to dividend payments.

Financing Arrangements

None.

‎

DallasNews Corporation ~~First~~Second Quarter 2025 on Form 10-Q 2630

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Contractual Obligations

The Company has contractual obligations for operating leases, primarily for office space, printing facilities and other distribution centers, some of which include escalating lease payments. See Note 4 – Leases for future lease payments by year.

NoAs ~~contributions are required to the DallasNews Pension Plans in 2025 under the applicable tax and labor laws governing pension plan funding; however, as~~ previously announced, the Company used a portion of the proceeds from the sale of the North Plant Property to make a voluntary cash contribution to fully fund the Company’s liabilities under the DallasNews Pension Plans, and purchased an irrevocable group annuity contract from an insurance company to settle the Company’s defined benefit obligations to participants in the DallasNews Pension Plans. See Note 6 – Pension and Other Retirement Plans for additional information.

Additional information related to the Company’s contractual obligations is available in Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 17, 2025, with the Securities and Exchange Commission (“SEC”).

Critical Accounting Policies and Estimates

No material changes were made to the Company’s critical accounting policies as set forth in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2024.

Forward-Looking Statements

Statements in this Quarterly Report on Form 10-Q concerning ~~DallasNews~~the ~~Corporation’s transition of print operations~~Merger, the expected ~~capital~~timing ~~investments~~ and ~~expense~~completion ~~savings related to the transition, use~~ of the ~~proceeds from the sale of its Plano~~Merger, ~~TX printing facility,~~ expected ~~pension~~capital ~~settlement charges~~investments, the Company’s business outlook or future economic performance, revenues, expenses, cash balance, capital expenditures, investments, impairments, business initiatives, pension plan contributions and obligations, working capital, and other financial and non-financial items that are not historical facts are “forward-looking statements” as the term is defined under applicable federal securities laws. 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. Such risks, trends and uncertainties are, in most instances, beyond the Company’s control, and include, ~~changes~~but are not limited to, the factors and matters described in ~~advertising~~this ~~demand~~Quarterly Report on Form 10-Q, and the following factors: the occurrence of any event, change or other ~~economic~~circumstances ~~conditions;~~that ~~consumers’~~could ~~tastes;~~give ~~newsprint~~rise ~~and~~to ~~distribution~~the ~~prices;~~termination ~~program~~of ~~costs~~the Merger Agreement; the Company’s ~~ability~~obligation to ~~successfully~~pay ~~execute~~a termination fee if the ~~Return~~Merger tois ~~Growth~~terminated ~~Plan~~under certain circumstances; the ~~Company’s~~outcome ~~ability~~of toany ~~maintain~~legal ~~compliance~~proceedings ~~with~~that may be instituted against the ~~continued~~Company ~~listing~~and ~~requirements~~others following announcement of ~~The~~the ~~Nasdaq~~Merger ~~Capital~~Agreement ~~Market~~or the adoption of the Rights Agreement; the ~~success~~inability to complete the proposed Merger due to the failure to obtain the requisite approval of the Company’s ~~digital~~shareholders ~~strategy~~or the failure to satisfy other conditions to completion of the Merger; ~~changes~~risks inthat ~~economic~~the ~~policies~~proposed transaction disrupts current plans and ~~tariffs;~~operations ~~labor~~and ~~relations;~~the ~~cybersecurity~~potential ~~incidents~~difficulties in employee retention as a result of the Merger; the impact, if any, of the announcement or pendency of the Merger on the Company’s business and ~~technological~~relationships ~~obsolescence.~~with ~~Among~~customers or other ~~risks~~commercial partners; the impact, ~~there~~if ~~can~~any, beof nothe ~~guarantee~~restrictions ~~that~~on the conduct of the Company’s ~~board~~business imposed by the Merger Agreement; the amount of ~~directors~~the ~~will~~costs, ~~approve~~fees, aexpenses ~~quarterly~~and ~~dividend~~charges inrelated to the ~~future~~Merger orand ~~that~~the Rights Agreement; the ~~Company~~ability of the Rights Agreement to protect shareholders’s ~~financial~~interests ~~projections~~and to effectively ensure that the Board has sufficient time to make informed judgments that are ~~accurate,~~in asthe ~~well~~best asinterests ~~other~~of ~~risks~~the ~~described~~Company and its shareholders; changes in advertising demand and other economic conditions; consumers’ tastes; newsprint and distribution prices; program costs; the Company’s ~~Annual~~ability ~~Report~~to onsuccessfully ~~Form 10-K and~~execute inthe Return to Growth Plan; the Company’s ~~other~~ability ~~public~~to ~~disclosures~~maintain ~~and~~compliance ~~filings~~ with the ~~Securities~~continued listing requirements of The Nasdaq Capital Market; the success of the Company’s digital strategy; changes in economic policies and ~~Exchange~~tariffs; ~~Commission~~labor relations; cybersecurity incidents; and technological obsolescence. Forward-looking statements, which are as of the date of this filing, are not updated to reflect events or circumstances after the date of the statement.

‎

DallasNews Corporation Second Quarter 2025 on Form 10-Q 31

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the ~~Securities~~ Exchange Act ~~of 1934~~, ~~as amended (the “Exchange Act”),~~ are controls that are designed to ensure that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing disclosure controls and procedures, management is required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures is also based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

The Company’s management, with the participation of its Chief Executive Officer and Principal Financial Officer, evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, as of ~~March~~June 3130, 2025, management concluded that the Company’s disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the ~~first~~second fiscal quarter ended ~~March~~June 3130, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.‎

DallasNews Corporation ~~First~~Second Quarter 2025 on Form 10-Q 2732

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PART II

Item 1. Legal Proceedings

ADallasNews ~~number~~and ofits ~~legal~~subsidiaries ~~proceedings~~may ~~are~~from ~~pending~~time ~~against~~to ~~DallasNews~~time be subject to litigation, including matters relating to alleged libel or defamation, governmental proceedings and investigations. In the opinion of management, liabilities, if any, arising from ~~these~~currently ~~legal~~existing ~~proceedings~~claims against the Company would not have a material adverse effect on DallasNews’ results of operations, liquidity or financial condition. See Note 10 – Contingencies for additional information.

Item 1A. Risk Factors

An investment in our Common Stock involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Quarterly Report on Form 10-Q. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our Common Stock could decline, and you could lose all or part of your investment.

The announcement and pendency of the Merger may adversely affect our business, results of operations and financial condition.

Our efforts to complete the Merger could cause substantial disruptions in, and create uncertainty surrounding, our business, which may materially adversely affect our results of operations and financial condition. Uncertainty as to whether the Merger will be completed may affect our ability to recruit prospective employees or to retain and motivate existing employees, and while the Merger is pending, such existing or prospective employees could experience uncertainty about their future with the Company. A substantial amount of our management’s and employees’ attention is being directed toward the completion of the Merger, which could divert attention from our day-to-day operations. Uncertainty as to our future could adversely affect our business and our relationships with customers or other commercial partners. For example, subscribers, advertisers, vendors, suppliers and other counterparties may react unfavorably, including by delaying or deferring decisions concerning their relationships or transactions with us, or seeking to change or terminate their existing relationships with us. Changes to or termination of existing relationships could adversely affect our business, results of operations and financial condition, as well as the market price of the Series A Common Stock.

In addition, we have incurred and will continue to incur significant costs, expenses and fees for professional services and other transaction costs in connection with the Merger. The substantial majority of these costs will be non-recurring expenses relating to the Merger, and many of these costs are payable regardless of whether or not the Merger is consummated.

Any adverse effects of the pendency of the Merger could be exacerbated by delays in completion of the Merger or by termination of the Merger Agreement.

Failure to consummate the Merger within the expected timeframe, or at all, could have a material and adverse effect on our business, results of operations, financial condition and stock price.

The Merger is currently expected to close during the third or early fourth quarter of 2025. However, the consummation of the Merger is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) receipt of the Requisite Shareholder Approval, (ii) the Company having Net Cash of not less than $20,000,000 as of the Effective Time, (iii) the absence of any law or governmental order that prevents, restrains, enjoins, prohibits or makes illegal the consummation of the Merger, and (iv) the absence of a Continuing Material Adverse Effect (as defined in the Merger Agreement) on the Company.

Additionally, the Merger Agreement may be terminated under certain circumstances, including, among others, (i) by either party (a) if the Effective Time has not occurred by January 9, 2026, or (b) upon a failure of the Company to obtain the Requisite Shareholder Approval at the Special Meeting or any adjournment or postponement thereof, (ii) by the Company if, prior to the Company obtaining the Requisite Shareholder Approval, the Board authorizes the Company to enter into an alternative acquisition agreement with respect to a superior third-party proposal in accordance with the terms of the Merger Agreement and, concurrently with the termination of the Merger Agreement, the Company pays to Parent the Termination Fee and enters into such alternative acquisition agreement, or (iii) by Parent if (a) the Board withdraws, modifies, qualifies or changes its recommendation to shareholders to vote in favor of the approval of the Merger Agreement, or (b) the Company or any subsidiary thereof enters into an alternative acquisition agreement with a third party.

If the Merger is not consummated within the expected timeframe, or at all, we may be subject to a number of material risks, including to the extent that the current market price of the Series A Common Stock is positively affected by a market assumption that the Merger will be completed. We could be required to pay the $3,000,000 Termination Fee to Parent if the Merger Agreement is terminated under specific circumstances described in the Merger Agreement. The failure to complete the Merger also may result in negative publicity and negatively affect our relationship with our shareholders, employees, subscribers, advertisers, vendors, suppliers and other business partners. We may also be required to devote significant time and resources to litigation related to any failure to complete the Merger or related to any proceeding commenced against us to compel us to perform our obligations under the Merger Agreement.

DallasNews Corporation Second Quarter 2025 on Form 10-Q 33

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Litigation relating to the Merger or the Rights Agreement may be filed against the Company and the Board, which could be costly, prevent or delay consummation of the Merger, divert management’s attention and otherwise adversely affect our business and financial condition.

Litigation may in the future be filed against us, the Board and/or others in connection with the Merger and the other transactions contemplated by the Merger Agreement or the Rights Agreement. The outcome of litigation is uncertain, including the amount of costs associated with defending these claims or any other liabilities that may be incurred in connection with the litigation of these claims, and we may not be successful in defending against any such future claims. Any such litigation could be costly, prevent or delay consummation of the Merger, divert management’s attention and otherwise adversely affect our business and financial condition. Furthermore, one of the conditions to the closing of the Merger is the absence of any law or governmental order that prevents, restrains, enjoins, prohibits or makes illegal the consummation of the Merger. Accordingly, if a plaintiff is successful in obtaining an injunction, such order may prevent the Merger from being completed, or from being completed within the expected timeframe.

While the Merger is pending, we are subject to certain restrictions on the conduct of our business.

While the Merger Agreement is in effect, we are subject to certain restrictions on our business activities, generally requiring us to use our commercially reasonable efforts to conduct our business and operations in the ordinary course of business, and subjecting us to a variety of specified limitations absent Parent’s prior consent. Outside of certain limited exceptions, these limitations include, among other things, restrictions on our ability to amend the organizational documents of the Company and its subsidiaries, liquidate or dissolve the Company, issue any securities of the Company, acquire, repurchase or redeem any securities of the Company, acquire other businesses, dispose of material assets, properties, interests or businesses, declare or pay any dividends, incur indebtedness, make or forgive any loans, negotiate any contract with a union or incur any capital expenditures in excess of $250,000 in the aggregate. These restrictions could prevent us from pursuing strategic business opportunities, taking actions with respect to our business that we may consider advantageous and responding effectively and/or timely to competitive pressures and industry developments, and we may have to forgo certain opportunities we might otherwise pursue, which could materially and adversely affect our business, results of operations and financial condition.

If the Merger Agreement is terminated, we may, under certain circumstances, be obligated to pay the Termination Fee to Parent, which would require us to use available liquidity that would have otherwise been available for other uses.

Under the terms of the Merger Agreement, we may be required to pay the Termination Fee to Parent if the Merger Agreement is terminated under specific circumstances described in the Merger Agreement. If the Merger Agreement is terminated under such circumstances, payment of the Termination Fee would require us to use available cash that would have otherwise been available for general corporate purposes and other uses. For these and other reasons, termination of the Merger Agreement could materially and adversely affect our business, results of operations and financial condition, which in turn could materially and adversely affect the price of the Series A Common Stock.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of the Company’s equity securities during the period covered by this report.

Issuer Purchases of Equity Securities

In the third quarter of 2024, DallasNews’ board of directors approved the termination of the Company’s previously authorized repurchase authority.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

Rule 10b5-1 Trading Arrangements

During the quarter ended ~~March~~June 3130, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408(a) of Regulation S-K).‎

‎DallasNews Corporation Second Quarter 2025 on Form 10-Q 34

DallasNews Corporation First Quarter 2025 on Form 10-Q 28

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Item 6. Exhibits

Exhibits marked with an asterisk (*) are incorporated by reference to documents previously filed by the Company with the SEC, as indicated. In accordance with Regulation S-T, the XBRL-related information marked with a double asterisk (**) in Exhibit No. 101 to this Quarterly Report on Form 10-Q is deemed filed. Exhibits marked with three asterisks (***) are furnished with this report. All other documents are filed with this report. Exhibits marked with a tilde (~) are management contracts, compensatory plan contracts or arrangements filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K. Exhibits marked with a pound sign (#) have schedules or exhibits that have been omitted pursuant to Item 601(a)(5) and Item 601(b)(2) of Regulation S-K. AThe ~~copy~~Company hereby undertakes to furnish supplemental copies of any of the omitted ~~schedule~~schedules orupon ~~exhibit~~request ~~will~~by bethe ~~furnished~~SEC; ~~supplementally~~provided, tohowever, that the ~~Securities~~Company ~~and~~may request confidential treatment pursuant to Rule 24b-2 of the Exchange ~~Commission~~Act orfor ~~its~~any ~~staff~~schedules ~~upon~~so ~~request~~furnished.

Exhibit Number

Description

2.1 *#

Agreement and Plan of Merger, dated as of July 9, 2025, by and among DallasNews Corporation, Hearst Media West, LLC, Destiny Merger Sub, Inc., and, solely for purposes of certain guaranty provisions set forth therein, Hearst Communications, Inc. (Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 10, 2025 (the “July 10, 2025 Form 8-K”))

2.2 *

First Amendment, dated as of July 27, 2025, to Agreement and Plan of Merger, dated as of July 9, 2025, by and among DallasNews Corporation, Hearst Media West, LLC, Destiny Merger Sub, Inc., and, solely for purposes of certain guaranty provisions set forth therein, Hearst Communications, Inc. (Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 28, 2025 (the “July 28, 2025 Form 8-K”))

3.1 *

Certificate of Formation of A. H. Belo Corporation (successor to A. H. Belo Texas, Inc.) (Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2018)

3.2 *

Certificate of Merger (Delaware) of A. H. Belo Corporation with and into A. H. Belo Texas, Inc. (Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 2, 2018 (Securities and Exchange Commission File No. 001-33741) (the “July 2, 2018 Form 8-K”))

3.3 *

Certificate of Merger (Texas) of A. H. Belo Corporation with and into A. H. Belo Texas, Inc. (Exhibit 3.4 to the July 2, 2018 Form 8-K)

3.4 *

Certificate of Amendment to Certificate of Formation effective June 8, 2021 (Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 8, 2021 (Securities and Exchange Commission File No. 001-33741))

3.5 *

Certificate of Amendment to Certificate of Formation (changing Company name to DallasNews Corporation) effective June 29, 2021 (Exhibit 3.1 to the Company’s Current Report of Form 8-K filed with the Securities and Exchange Commission on June 30, 2021 (Securities and Exchange Commission File No. 001-33741) (the “June 30, 2021 Form 8-K”))

3.6 *

Certificate of Correction to Certificate of Amendment (Exhibit 3.2 to the June 30, 2021 Form 8-K)

3.7 *

Amended and Restated Bylaws of DallasNews Corporation (Exhibit 3.3 to the June 30, 2021 Form 8-K)

10.1

Second Amendment to Purchase and Sale Agreement, dated February 3, 2025, by and between The Dallas Morning News, Inc. and Plano Estates, LLC

3.8 *

Statement of Resolutions of Series A Junior Participating Preferred Stock of DallasNews Corporation (Exhibit 3.1 to the July 28, 2025 Form 8-K)

10.2#

Third Amendment to Purchase and Sale Agreement, dated February 5, 2025, by and between The Dallas Morning News, Inc. and Plano Estates, LLC

4.1 *

Rights Agreement, dated as of July 27, 2025, by and between DallasNews Corporation and Computershare Inc., as Rights Agent (which includes the Form of Rights Certificate attached as Exhibit B thereto) (Exhibit 4.1 to the July 28, 2025 Form 8-K)

10.3

Fourth Amendment to Purchase and Sale Agreement, dated February 28, 2025, by and between The Dallas Morning News, Inc. and Plano Estates, LLC

10.1 *#

Voting and Support Agreement, dated as of July 9, 2025, by and between Hearst Media West, LLC and the shareholders of DallasNews Corporation named on the signature page thereto (Exhibit 10.1 to the July 10, 2025 Form 8-K)

31.1

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

10.2 *~

Transaction Bonus Agreement, dated as of July 9, 2025, by and between DallasNews Corporation and Grant S. Moise (Exhibit 10.2 to the July 10, 2025 Form 8-K)

31.2

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

10.3 *~

Transaction Bonus Agreement, dated as of July 9, 2025, by and between DallasNews Corporation and Mary Kathryn Murray (Exhibit 10.3 to the July 10, 2025 Form 8-K)

32 ***

Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

10.4 *~

Amended and Restated Retention Bonus Letter, dated as of July 9, 2025, by and between DallasNews Corporation and Grant S. Moise (Exhibit 10.4 to the July 10, 2025 Form 8-K)

101.INS **

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

10.5 *~

Amended and Restated Retention Bonus Letter, dated as of July 9, 2025, by and between DallasNews Corporation and Mary Kathryn Murray (Exhibit 10.5 to the July 10, 2025 Form 8-K)

101.SCH **

Inline XBRL Taxonomy Extension Schema Document

10.6 *~

Change in Control Severance Letter, dated as of July 9, 2025, by and between DallasNews Corporation and Catherine G. Collins (Exhibit 10.6 to the July 10, 2025 Form 8-K)

101.CAL**

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE**

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 **

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

DallasNews Corporation Second Quarter 2025 on Form 10-Q 35

Table of Contents

Exhibit Number

Description

31.1

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32 ***

Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS **

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH **

Inline XBRL Taxonomy Extension Schema Document

101.CAL**

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE**

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 **

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

‎

DallasNews Corporation ~~First~~Second Quarter 2025 on Form 10-Q 2936

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DALLASNEWS CORPORATION
By:	/s/	Catherine G. Collins
		Catherine G. Collins
		Chief Financial Officer
		(Principal Financial Officer)
Dated:	~~April~~July 30, 2025

DallasNews Corporation ~~First~~Second Quarter 2025 on Form 10-Q 3037

Filing Compare · DallasNews Corp