Dillard’s (NYSE: DDS) senior vice president receives Class A and B shares in WDC merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
DILLARD'S, INC. senior vice president and director Denise Dillard reported acquiring additional ownership in the company through the merger of W.D. Company, Inc. into Dillard’s. She received 2,850 shares of Class A common stock and 273,724 shares of Class B common stock as a WDC shareholder when the merger closed.
After these awards, she directly holds 166,561 Class A shares, plus 273,724 Class B shares that are convertible into Class A on a one-for-one basis with no expiration date. She also has 7,300 Class A shares held in a trust where she serves as trustee and 60 Class A shares in a retirement plan.
Positive
- None.
Negative
- None.
Insights
Insider’s position increases via merger-related share awards, not market buying.
Senior vice president and director Denise Dillard acquired 2,850 shares of Class A and 273,724 shares of Class B common stock in connection with the merger of W.D. Company, Inc. into DILLARD'S, INC.. These are classified as grant/award acquisitions, not open‑market purchases.
The filing notes that each WDC share was cancelled and exchanged for a pro rata mix of Dillard’s Class A, Class B and cash, so these new holdings reflect merger consideration. Class B shares are convertible into Class A on a one‑for‑one basis and have no expiration, giving long‑term flexibility over her equity mix.
Post‑transaction, Dillard directly owns 166,561 Class A shares, plus the convertible Class B position, along with indirect trust holdings and a small retirement plan balance. The economic impact of this larger stake depends on overall company share count and future conversion decisions, which are not detailed here.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Mahaffy Denise Dillard
Role
SENIOR VICE PRESIDENT
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Class B | 273,724 | $0.00 | -- |
| Grant/Award | Common Class A | 2,850 | $0.00 | -- |
| holding | Common Class A - Retirement Plan | -- | -- | -- |
| holding | Common Class A | -- | -- | -- |
Holdings After Transaction:
Common Class B — 273,724 shares (Direct, null);
Common Class A — 166,561 shares (Direct, null);
Common Class A - Retirement Plan — 60 shares (Direct, null);
Common Class A — 7,300 shares (Indirect, See Footnote)
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 acquired by the reporting person upon consummation of the Merger, in her capacity as a shareholder of WDC. 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 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). 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 acquired by the reporting person upon consummation of the Merger, in her capacity as a shareholder of WDC.
Key Figures
Class A shares acquired: 2,850 shares
Class B shares acquired: 273,724 shares
Direct Class A holdings: 166,561 shares
+4 more
7 metrics
Class A shares acquired
2,850 shares
Issuer Class A Common Stock acquired upon consummation of the Merger
Class B shares acquired
273,724 shares
Issuer Class B Common Stock acquired upon consummation of the Merger
Direct Class A holdings
166,561 shares
Total Class A shares directly owned following the transactions
Trust Class A holdings
7,300 shares
Class A shares held by a trust where reporting person is trustee
Retirement plan Class A
60 shares
Class A shares held in a retirement plan after the transactions
Maximum Class A merger pool
41,496 shares
Up to 41,496 Issuer Class A shares available to WDC shareholders in Merger
Maximum Class B merger pool
3,985,776 shares
Up to 3,985,776 Issuer Class B shares available to WDC shareholders in Merger
Key Terms
Agreement and Plan of Merger, pro rata share, Class B Common Stock, convertible at the option of any holder, +1 more
5 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 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 at the option of any holder financial
"Shares of Issuer Class B Common Stock are convertible at the option of any holder thereof into shares..."
trustee financial
"The amount reported represents shares of Issuer Class A Common Stock held by a trust for which the reporting person serves as trustee."
A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.
FAQ
What insider transactions did Denise Dillard report in Dillard's (DDS) Form 4?
Denise Dillard reported acquiring 2,850 shares of Dillard’s Class A common stock and 273,724 shares of Class B common stock. These grant-type acquisitions occurred upon consummation of the W.D. Company, Inc. merger, reflecting equity received as a former WDC shareholder rather than open‑market purchases.
What are the terms of Dillard's (DDS) Class B common stock held by Denise Dillard?
Each share of Dillard’s Class B common stock is convertible at the option of any holder into one share of Class A common stock. According to the filing, Class B shares have no expiration date, giving holders ongoing flexibility to convert into Class A shares if they choose.
How are Denise Dillard’s indirect Dillard's (DDS) holdings structured in this Form 4?
The filing states that 7,300 Dillard’s Class A shares are held by a trust for which Denise Dillard serves as trustee. This is reported as indirect ownership. She also directly holds 60 Class A shares through a retirement plan, separate from her main direct share position.