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Dillard's CEO Reports Small Open-Market Purchase, Details Indirect Holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

William T. Dillard II, CEO and Chairman of Dillard's, Inc. (DDS), reported an open-market acquisition of Class A common stock on 09/29/2025. The Form 4 shows he acquired 18 shares at a reported price of $622.50 per share, leaving him with 896,972 shares of Class A common stock beneficially owned directly. The filing also discloses indirect holdings: 41,496 shares held by W.D. Company, Inc. (of which he owns 27.4%) and 7,300 shares held as trustee of a GST Trust. W.D. Company, Inc. additionally holds 3,985,776 shares of Class B common stock convertible one-for-one into Class A shares. The reporting person disclaims beneficial ownership of the indirectly held shares except to the extent of his pecuniary interest.

Positive

  • Open-market purchase of Class A shares demonstrates continued insider ownership
  • Clear disclosure of direct and indirect holdings including W.D. Company, Inc. and a GST Trust
  • Convertible Class B stake disclosed (3,985,776 Class B shares convertible one-for-one) clarifies potential share conversion exposure

Negative

  • None.

Insights

TL;DR: Insider purchase is routine and confirms ongoing ownership concentration via direct and indirect holdings.

The Form 4 documents a small open-market acquisition by the CEO and Chairman, adding 18 Class A shares at $622.50 each. The filing is notable primarily for clarifying ownership structure: the reporting person holds substantial direct equity (896,972 Class A shares) and meaningful indirect exposure through W.D. Company, Inc., where he owns 27.4% and which holds both Class A and a large block of convertible Class B shares (3,985,776). For governance analysis, this filing reaffirms concentrated insider ownership and potential voting/ownership dynamics driven by convertibility of Class B shares into Class A.

TL;DR: Transaction size is immaterial to valuation but updates share ownership totals and indirect holdings.

The reported acquisition of 18 shares at $622.50 is small relative to total reported direct and indirect holdings. The disclosure of convertible Class B shares held by W.D. Company, Inc. (3,985,776 shares convertible one-for-one) is important for fully understanding potential dilution or control shifts if conversions occur. The trustee-held 7,300 shares are also recorded as indirect. Overall, the filing provides transparency on the reporting person's aggregate economic and voting exposure without indicating material change to capital structure.

Insider DILLARD WILLIAM T II
Role CEO, CHAIRMAN OF BOARD
Type Security Shares Price Value
Grant/Award Common Class A 18 $622.50 $11K
holding Common Class A -- -- --
holding Common Class A -- -- --
Holdings After Transaction: Common Class A — 896,972 shares (Direct); Common Class A — 41,496 shares (Indirect, See Footnote)
Footnotes (1)
  1. These shares are held by W.D. Company, Inc. The reporting person owns 27.4% of W.D. Company, Inc. and is one of its directors and officers. W. D. Company, Inc. also holds 3,985,776 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock on a one-for-one basis. Trustee of GST Trust
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).
1. Name and Address of Reporting Person*
DILLARD WILLIAM T II
(Last) (First) (Middle)
1600 CANTRELL RD
(Street)
LITTLE ROCK AR 72201
(City) (State) (Zip)
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 10% Owner
X Officer (give title below) Other (specify below)
CEO, CHAIRMAN OF BOARD
3. Date of Earliest Transaction (Month/Day/Year)
09/29/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 09/29/2025 A 18 A $622.5 896,972 D
Common Class A 41,496(1) I See Footnote(1)
Common Class A 7,300(2) I See Footnote(2)
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
Explanation of Responses:
1. These shares are held by W.D. Company, Inc. The reporting person owns 27.4% of W.D. Company, Inc. and is one of its directors and officers. W. D. Company, Inc. also holds 3,985,776 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock on a one-for-one basis.
2. Trustee of GST Trust
Remarks:
The reporting person disclaims beneficial ownership of the shares reported herein as indirectly beneficially owned, except to the extent of his pecuniary interest therein.
/s/ William T. Dillard II 10/01/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did William T. Dillard II report on Form 4 for DDS?

He reported an acquisition of 18 Class A shares on 09/29/2025 at a price of $622.50 per share.

How many Class A shares does William T. Dillard II beneficially own after the transaction?

The Form 4 reports 896,972 Class A shares beneficially owned following the reported transaction.

Does William T. Dillard II have indirect ownership in DDS?

Yes. He indirectly holds 41,496 Class A shares through W.D. Company, Inc. (he owns 27.4% of that entity) and 7,300 shares as trustee of a GST Trust.

Are there convertible shares disclosed in the filing?

Yes. W.D. Company, Inc. holds 3,985,776 Class B shares that are convertible into Class A shares on a one-for-one basis.

Did the reporting person disclaim any beneficial ownership?

Yes. The reporting person disclaims beneficial ownership of indirectly held shares except to the extent of his pecuniary interest.