Dillard’s (NYSE: DDS) CEO reshapes Class A and B stakes in WDC merger

Rhea-AI Filing Summary

DILLARD'S, INC. director and CEO William T. Dillard II reported merger-related changes in his holdings following the combination of W.D. Company, Inc. (WDC) into the issuer. WDC was merged with and into Dillard's, with Dillard's surviving the transaction.

WDC shareholders received their pro rata share of up to 41,496 shares of Dillard's Class A common stock and up to 3,985,776 shares of Class B common stock, plus certain cash and securities consideration under the merger agreement. Dillard, who owned about 27.4% of WDC’s voting stock and was one of its directors and officers, acquired 9,997 shares of Dillard's Class A common stock directly and 960,246 shares of Class B common stock as consideration in his capacity as a WDC shareholder.

Separately, 41,496 Class A shares and 3,985,776 Class B shares were disposed of by WDC upon consummation of the merger. After these changes, Dillard is shown with 907,819 Class A shares held directly, 7,300 Class A shares held through a trust where he serves as trustee, 60 Class A shares in a retirement plan, and 960,246 Class B shares directly, which are convertible into Class A on a one-for-one basis with no expiration date.

Insights

Corporate governance and insider transactions analyst

Merger-driven restructuring of Dillard CEO’s equity, not open-market trading.

The Form 4 shows William T. Dillard II receiving Dillard’s Class A and Class B shares as part of W.D. Company, Inc. (WDC) merging into DILLARD'S, INC.. These are compensation-like, merger consideration entries, not discretionary market purchases or sales.

The filing records dispositions of 41,496 Class A shares and 3,985,776 Class B shares by WDC at closing, while Dillard, a 27.4% WDC shareholder, receives 9,997 Class A and 960,246 Class B shares in his own name. The Class B shares are convertible one-for-one into Class A with no expiration.

Because these movements arise from a previously agreed merger structure rather than trading decisions or new option exercises, the informational value for short-term sentiment is limited. The main takeaway is the updated picture of Dillard’s direct, trust, and retirement plan holdings following completion of the WDC merger.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider DILLARD WILLIAM T II

Role CEO, CHAIRMAN OF BOARD

Type	Security	Shares	Price	Value
Disposition	Common Class B	3,985,776	$0.00	--
Grant/Award	Common Class B	960,246	$0.00	--
Disposition	Common Class A	41,496	$0.00	--
Grant/Award	Common Class A	9,997	$0.00	--
holding	Common Class A - Retirement Plan	--	--	--
holding	Common Class A	--	--	--

Holdings After Transaction: Common Class B — 0 shares (Indirect, See Footnote); Common Class B — 960,246 shares (Direct, null); Common Class A — 0 shares (Indirect, See Footnote); Common Class A — 907,819 shares (Direct, null); Common Class A - Retirement Plan — 60 shares (Direct, null)

Footnotes (1)

1. On 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. Each 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). Prior 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. The 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. The amount reported represents shares of Issuer Class A Common Stock held by a trust for which the reporting person serves as trustee. Shares 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. The amount reported represents shares of Issuer Class B Common Stock disposed of by WDC upon consummation of the Merger. The 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.

Key Figures

WDC Class A merger pool: up to 41,496 shares WDC Class B merger pool: up to 3,985,776 shares CEO WDC voting stake: 27.4% +5 more

8 metrics

WDC Class A merger pool up to 41,496 shares Issuer Class A common stock available to WDC shareholders under merger agreement

WDC Class B merger pool up to 3,985,776 shares Issuer Class B common stock available to WDC shareholders under merger agreement

CEO WDC voting stake 27.4% Approximate voting stock of W.D. Company owned before merger

Class A acquired directly 9,997 shares Issuer Class A common stock received by CEO as WDC shareholder

Class B acquired directly 960,246 shares Issuer Class B common stock received by CEO as WDC shareholder

Class A direct holding after 907,819 shares Issuer Class A common stock held directly following merger

Class A trust holding after 7,300 shares Issuer Class A common stock held by trust with CEO as trustee

Class A retirement holding after 60 shares Issuer Class A common stock in retirement plan

Key Terms

Agreement and Plan of Merger, pro rata share, Class A Common Stock, Class B Common Stock, +2 more

6 terms

Agreement and Plan of Merger regulatory

"pursuant to the Agreement and Plan of Merger, dated as of March 20, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

pro rata share financial

"each WDC shareholder received such WDC shareholder's pro rata share of"

Class A Common Stock financial

"shares of Issuer Class A Common Stock disposed of by WDC upon consummation of the Merger"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Class B Common Stock financial

"shares of Issuer Class B Common Stock are convertible at the option of any holder"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

convertible financial

"Class B Common Stock are convertible at the option of any holder thereof into shares of Issuer Class A Common Stock"

A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.

voting stock financial

"the reporting person owned approximately 27.4% of the outstanding voting stock of WDC"

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DILLARD WILLIAM T II

(Last) (First) (Middle)

1600 CANTRELL RD

(Street)

LITTLE ROCK ARKANSAS 72201

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
DILLARD'S, INC. [ DDS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, CHAIRMAN OF BOARD

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Class A	06/04/2026		D		41,496(1)	D	(2)	0	I	See Footnote(3)
Common Class A	06/04/2026		A		9,997(4)	A	(2)	907,819	D
Common Class A - Retirement Plan								60	D
Common Class A								7,300	I	See Footnote(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Class B	(6)	06/04/2026		D			3,985,776(7)	(6)	(6)	Common Class A	3,985,776	(2)	0	I	See Footnote(3)
Common Class B	(6)	06/04/2026		A		960,246(8)		(6)	(6)	Common Class A	960,246	(2)	960,246	D

Explanation of Responses:

1. On 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.

2. Each 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).

3. Prior 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.

4. The 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.

5. The amount reported represents shares of Issuer Class A Common Stock held by a trust for which the reporting person serves as trustee.

6. Shares 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.

7. The amount reported represents shares of Issuer Class B Common Stock disposed of by WDC upon consummation of the Merger.

8. The 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.

	/s/ William T. Dillard, II By: Julie Guymon, Attorney-in-Fact	06/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did DDS CEO William T. Dillard II report on this Form 4?

The Form 4 shows William T. Dillard II received 9,997 Class A shares and 960,246 Class B shares of Dillard’s as merger consideration, while W.D. Company, Inc. disposed of 41,496 Class A and 3,985,776 Class B shares at closing.

How is the W.D. Company, Inc. merger reflected in this DDS Form 4 filing?

The filing records the merger of W.D. Company, Inc. into Dillard’s, with WDC shareholders receiving pro rata shares of up to 41,496 Class A and up to 3,985,776 Class B Dillard’s shares, plus cash and other securities, under the merger agreement.

What is William T. Dillard II’s ownership stake in W.D. Company before the DDS merger?

Before the merger, William T. Dillard II owned approximately 27.4% of W.D. Company’s outstanding voting stock and served as one of its directors and officers. That ownership stake drove the number of Dillard’s Class A and Class B shares he received in the merger.

What Dillard’s Class A share holdings does William T. Dillard II report after the merger?

Post-merger, he reports 907,819 Class A shares held directly, 7,300 Class A shares held through a trust where he is trustee, and 60 Class A shares in a retirement plan, giving a detailed view of his direct and indirect Class A ownership.

How are Dillard’s Class B shares treated in this DDS insider transaction report?

The Form 4 notes 960,246 Class B shares acquired directly by William T. Dillard II. Each Class B share is convertible at the holder’s option into one Class A share, and the Class B stock has no expiration date, providing ongoing conversion flexibility.

Were the DDS insider transactions open-market buys or sales?

No. The transactions are merger-related grants and dispositions, not open-market trades. Shares moved when W.D. Company, Inc. merged into Dillard’s and its shareholders, including William T. Dillard II, received Dillard’s Class A and Class B shares as consideration.