SEC Form 4 · accession 0001104659-26-070706
DILLARD'S, INC. · DDS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William T Dillard II
Officer — CEO, CHAIRMAN OF BOARD · Director · 10% Owner
Period of report
Jun 4, 2026
Accepted (ET)
Jun 5, 2026 · 6:30 am EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0000028917
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Class AF1,F2,F3 | Jun 4, 2026 | D | 41,496 | — | D | 0 | I | See Footnote |
| Common Class AF4,F2 | Jun 4, 2026 | A | 9,997 | — | A | 907,819 | D | |
| Common Class A - Retirement Plan | holding | — | — | — | 60 | D | ||
| Common Class AF5 | holding | — | — | — | 7,300 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Class BF7,F2,F3,F6 | — | Jun 4, 2026 | D | 3,985,776 | D | — | — | Common Class A | 3,985,776 | 0 | I |
| Common Class BF8,F2,F6 | — | Jun 4, 2026 | A | 960,246 | A | — | — | Common Class A | 960,246 | 960,246 | D |
Explanation of responses
- F1On June 4, 2026, pursuant to the Agreement and Plan of Merger, dated as of March 20, 2026 (as amended, the "Merger Agreement"), by and among Dillard's, Inc. (the "Issuer"), W.D. Company, Inc., an Arkansas corporation ("WDC"), and Alex Dillard, solely in his capacity as the shareholder representative, WDC was merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger. The amount reported represents shares of Issuer Class A Common Stock disposed of by WDC upon consummation of the Merger.
- F2Each share of WDC common stock issued and outstanding immediately prior to the effective time of the Merger was automatically cancelled, and in exchange therefor, each WDC shareholder received such WDC shareholder's pro rata share of (a) up to 41,496 shares of Issuer Class A Common Stock and up to 3,985,776 shares of Issuer Class B Common Stock and (b) the amount in cash equal to the sum of (i) WDC's cash and cash equivalents as of the closing date of the Merger, plus (ii) the value of other publicly traded securities owned by WDC (determined as described in the Merger Agreement).
- F3Prior to the Merger, the reporting person owned approximately 27.4% of the outstanding voting stock of WDC and was one of its directors and officers.
- F4The amount reported represents shares of Issuer Class A Common Stock acquired by the reporting person upon consummation of the Merger, in his capacity as a shareholder of WDC.
- F5The amount reported represents shares of Issuer Class A Common Stock held by a trust for which the reporting person serves as trustee.
- F6Shares of Issuer Class B Common Stock are convertible at the option of any holder thereof into shares of Issuer Class A Common Stock on a one-for-one basis. Issuer Class B Common Stock has no expiration date.
- F7The amount reported represents shares of Issuer Class B Common Stock disposed of by WDC upon consummation of the Merger.
- F8The amount reported represents shares of Issuer Class B Common Stock acquired by the reporting person upon consummation of the Merger, in his capacity as a shareholder of WDC.