Merger grants Dillard's (DDS) EVP Mike Dillard major Class A and B stakes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
DILLARD'S, INC. executive vice president Mike Dillard reported equity changes tied to the merger of W.D. Company, Inc. into Dillard's. As a WDC shareholder, he acquired 9,515 shares of Dillard's Class A Common Stock and 913,975 shares of Class B Common Stock upon consummation of the merger.
W.D. Company, Inc. disposed of 41,496 Class A shares and 3,985,776 Class B shares of Dillard's as part of the same transaction. Following these events, Dillard holds 546,823 Class A shares directly, 7,300 Class A shares via a trust, 60 Class A shares in a retirement plan, and 913,975 Class B shares that are convertible into Class A on a one-for-one basis.
Positive
- None.
Negative
- None.
Insights
Large insider stake reshaped by all-stock merger, not open-market trading.
Mike Dillard, an executive and significant owner, reports acquisitions and dispositions entirely driven by the merger of W.D. Company, Inc. into Dillard's. The Form 4 shows stock consideration and entity-level share cancellations rather than discretionary buying or selling.
He acquired 9,515 Dillard's Class A shares and 913,975 Class B shares as a WDC shareholder, while WDC itself disposed of 41,496 Class A and 3,985,776 Class B shares. After these changes, he directly or indirectly holds substantial positions in both classes, with Class B shares convertible one-for-one into Class A.
Because these movements arise from a negotiated merger structure, they mainly reflect ownership realignment and capital structure details. The filing highlights Dillard's ongoing large exposure to Dillard's equity rather than a change in market sentiment through open-market trades.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
DILLARD MIKE
Role
EXECUTIVE VICE PRESIDENT
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Class B | 3,985,776 | $0.00 | -- |
| Grant/Award | Common Class B | 913,975 | $0.00 | -- |
| Disposition | Common Class A | 41,496 | $0.00 | -- |
| Grant/Award | Common Class A | 9,515 | $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 — 913,975 shares (Direct, null);
Common Class A — 0 shares (Indirect, See Footnote);
Common Class A — 546,823 shares (Direct, null);
Common Class A - Retirement Plan — 60 shares (Direct, null)
Footnotes (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 26.3% 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 of which the reporting person is the sole beneficiary and for which the reporting person's immediate family member 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
Class A shares acquired: 9,515 shares
Class B shares acquired: 913,975 shares
Class A shares disposed by WDC: 41,496 shares
+5 more
8 metrics
Class A shares acquired
9,515 shares
Dillard's Class A received as WDC merger consideration
Class B shares acquired
913,975 shares
Dillard's Class B received as WDC merger consideration
Class A shares disposed by WDC
41,496 shares
Dillard's Class A disposed upon merger consummation
Class B shares disposed by WDC
3,985,776 shares
Dillard's Class B disposed upon merger consummation
Direct Class A holdings after
546,823 shares
Dillard's Class A directly owned after transactions
Trust Class A holdings after
7,300 shares
Dillard's Class A held via trust after merger
Retirement plan Class A
60 shares
Dillard's Class A held in retirement plan after merger
Pre-merger WDC voting stake
26.3%
Mike Dillard's voting stock ownership in WDC
Key Terms
Agreement and Plan of Merger, Class A Common Stock, Class B Common Stock, pro rata share, +2 more
6 terms
Agreement and Plan of Merger regulatory
"On June 4, 2026, 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.
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
"up to 3,985,776 shares of Issuer Class B Common Stock"
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
"Shares of Issuer Class B Common Stock are convertible at the option of any holder thereof"
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 26.3% of the outstanding voting stock of WDC"
FAQ
What insider equity changes did Mike Dillard report in DDS?
Mike Dillard reported merger-related equity changes, not open-market trades. He acquired 9,515 Dillard's Class A shares and 913,975 Class B shares as consideration for his W.D. Company, Inc. holdings when that company was merged into Dillard's.
What was Mike Dillard’s stake in W.D. Company, Inc. before the DDS merger?
Before the merger, Mike Dillard owned approximately 26.3% of W.D. Company, Inc.’s outstanding voting stock and served as one of its directors and officers. This ownership level determined his pro rata receipt of Dillard's shares in the merger.