ISS Agrees that Hearst Merger Delivers Certain and Immediate Value for Shareholders at a “Triple-Digit Premium”

ISS in Agreement with Glass, Lewis & Co. Recommendation to Vote FOR the Hearst Merger

DallasNews Board Reiterates Recommendation that Shareholders Vote FOR the Hearst Merger to Secure a Certain and Substantial Premium

DALLAS, Sept. 09, 2025 (GLOBE NEWSWIRE) -- DallasNews Corporation (Nasdaq: DALN) (the “Company” or “DallasNews”), the holding company of The Dallas Morning News and Medium Giant, announced today that leading independent proxy advisory firm, Institutional Shareholder Services Inc. (“ISS”), has recommended shareholders vote FOR the pending merger with Hearst, one of the nation’s leading information, services and media companies, for $15.00 per share in cash (the “Hearst Merger”) which reflects a significant premium 242% over the $4.39 closing price per share of Series A Common Stock on July 9, 2025.

ISS is the second leading proxy advisor to recommend shareholders vote FOR the Hearst Merger following the report issued by Glass, Lewis & Co. (“Glass Lewis”).

In its report finding that the Hearst Merger represents compelling value for DallasNews shareholders, ISS* cited the “triple-digit premium” for shareholders and ultimately concluded that:

“Given the premium to the unaffected price, the downside risk in the event of non-approval, and the cash form of consideration, which provides liquidity and certainty of value to DALN shareholders, support for the transaction is warranted.”

John A. Beckert, Chairman of the Board, DallasNews, said:

“ISS provides an important additional voice in recommending that shareholders vote FOR this value creating merger. The two leading proxy advisory firms have now validated the merits of the transaction.

With the unanimous support of the Board and Company’s largest shareholder, we are proud to recommend that shareholders vote FOR the merger with Hearst.

The voting window is closing rapidly, and shareholders should vote today to realize this certain and significant premium on their investment and secure the future of DallasNews.”

DallasNews shareholders – your vote is very important regardless of how many shares you own.

Not voting is the same as voting against the transaction. The Board recommends all shareholders to vote FOR the Hearst Merger to realize certain value and a significant premium.

The voting window is closing rapidly - it is important to act now. To be certain your vote is cast by phone or internet, please vote on or before September 22, 2025, at 10:59 p.m. CT.

Shareholders that have questions about voting their proxy or require replacement proxy materials, please contact the Company’s designated proxy solicitors D.F. King & Co., Inc. toll-free +1 (866) 416-0577 or by email at DALN@dfking.com or Okapi Partners toll-free at +1 (844) 343-2621 or by email at Info@okapipartners.com.

*Permission to use quotations from the report was neither sought nor obtained.

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

Forward-Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on current expectations, estimates and projections about, among other things, the industry and markets in which the Company operates, and the transactions described in this communication. Words such as “anticipate,” “assume,” “believe,” “can,” “could,” “estimate,” “forecast,” “intend,” “expect,” “may,” “project,” “plan,” “seek,” “should,” “target,” “will,” “would” and their opposites and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those set forth in forward-looking statements. While the Company’s management believes the assumptions underlying its forward-looking statements and information are reasonable, such information is necessarily subject to uncertainties and may involve certain risks, many of which are difficult to predict and are beyond the control of the Company’s management. These risks include, but are not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement between the Company and Hearst (the “Hearst Merger Agreement”); (ii) the outcome of any legal proceedings that may be instituted against the Company and others following announcement of the Hearst Merger Agreement or the Company’s implementation of a shareholder rights plan (the “Rights Plan”); (iii) the inability to complete the proposed Hearst Merger due to the failure to obtain the requisite approval of the Company’s shareholders or the failure to satisfy other conditions to completion of the Hearst Merger; (iv) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the Hearst Merger; (v) the impact, if any, of the announcement or pendency of the Hearst Merger on the Company’s relationships with customers or other commercial partners; (vi) the amount of the costs, fees, expenses and charges related to the Hearst Merger and the Rights Plan; (vii) the ability of the Rights Plan to protect shareholders' interests and to effectively ensure that the Board has sufficient time to make informed judgments that are in the best interests of the Company and its shareholders; and (viii) other risks described in the Company’s public disclosures and filings with the Securities and Exchange Commission (the “SEC”). All forward-looking statements speak only as of the date of this communication or, in the case of any document incorporated by reference, the date of that document.

All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are qualified by the cautionary statements in this section. We undertake no obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of this communication.

Shareholder Contacts
D.F. King & Co., Inc.
Toll-free: 1-866-416-0577
DALN@dfking.com

Okapi Partners LLC
Toll-free: 1-844-343-2621
Info@okapipartners.com

Media Contact
Gagnier Communications
Riyaz Lalani / Dan Gagnier
DallasNews@gagnierfc.com