SEC Form 4 · accession 0001104659-26-070712
DILLARD'S, INC. · DDS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Drue Matheny
Officer — EXECUTIVE VICE PRESIDENT · Director
Period of report
Jun 4, 2026
Accepted (ET)
Jun 5, 2026 · 6:33 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 | Jun 4, 2026 | A | 2,850 | — | A | 404,129 | D | |
| Common Class A - Retirement Plan | holding | — | — | — | 35,539 | D | ||
| Common Class AF3 | holding | — | — | — | 7,300 | I | See Footnote | |
| Common Class AF4 | holding | — | — | — | 2,521 | 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 BF6,F2,F5 | — | Jun 4, 2026 | A | 273,724 | A | — | — | Common Class A | 273,724 | 273,724 | 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 acquired by the reporting person upon consummation of the Merger, in her capacity as a shareholder of WDC.
- 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 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).
- F3The amount reported represents shares of Issuer Class A Common Stock held by a trust for which the reporting person serves as trustee.
- F4The amount reported represents shares of Issuer Class A Common Stock held by the reporting person's spouse.
- F5Shares 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.
- F6The amount reported represents shares of Issuer Class B Common Stock acquired by the reporting person upon consummation of the Merger, in her capacity as a shareholder of WDC.