W.D. Company (DDS) surrenders all Dillard’s shares in completed merger

Rhea-AI Filing Summary

W.D. Company, Inc., a former 10% owner of DILLARD'S, INC., reported that all of its Dillard's shares were surrendered to the issuer in connection with a merger completed on June 4, 2026. W.D. Company was merged into Dillard's under a previously signed Agreement and Plan of Merger, with Dillard's surviving.

The filing reports the disposition of 41,496 shares of Dillard's Class A Common Stock and 3,985,776 shares of Class B Common Stock, leaving W.D. Company with no remaining Dillard's holdings. Each W.D. Company shareholder received a pro rata mix of up to those Class A and Class B shares plus cash tied to W.D. Company's cash, cash equivalents, and other publicly traded securities. The footnotes also state that Dillard's Class B Common Stock is convertible into Class A on a one-for-one basis with no expiration.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider W.D. Company, Inc.

Role null

Type	Security	Shares	Price	Value
Disposition	Common Class B	3,985,776	$0.00	--
Disposition	Common Class A	41,496	$0.00	--

Holdings After Transaction: Common Class B — 0 shares (Direct, null); Common Class A — 0 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). 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.

Key Figures

Class A shares disposed: 41,496 shares Class B shares disposed: 3,985,776 shares Post-transaction Class A holdings: 0 shares +1 more

4 metrics

Class A shares disposed 41,496 shares Issuer Class A Common Stock disposed by W.D. Company at merger close

Class B shares disposed 3,985,776 shares Issuer Class B Common Stock disposed by W.D. Company at merger close

Post-transaction Class A holdings 0 shares Total Dillard’s Class A shares held by W.D. Company after transaction

Post-transaction Class B holdings 0 shares Total Dillard’s Class B shares held by W.D. Company after transaction

Key Terms

Agreement and Plan of Merger, Class A Common Stock, Class B Common Stock, pro rata share, +1 more

5 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.

Class A Common Stock financial

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

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.

pro rata share financial

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

cash and cash equivalents financial

"the amount in cash equal to the sum of (i) WDC's cash and cash equivalents"

Cash and cash equivalents are the money a company has on hand plus very short-term, low-risk investments that can be quickly turned into cash, like bank deposits or government bills. Investors watch this figure because it shows a company’s immediate ability to pay bills, cover unexpected costs, and fund operations or growth — like a household’s checking account and emergency fund that keeps daily life running smoothly.

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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

X

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^*

W.D. Company, Inc.

(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)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			FORMER 10% OWNER

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	D

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	(3)	06/04/2026		D			3,985,776(4)	(3)	(3)	Common Class A	3,985,776	(2)	0	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. 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.

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

	/s/ Phillip R. Watts	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 transaction did W.D. Company report in its Dillard's (DDS) Form 4?

W.D. Company reported disposing of all its Dillard's shares back to the issuer as part of a completed merger. The transaction covered both Class A and Class B common stock and left W.D. Company with no remaining Dillard's holdings.

How many Dillard's (DDS) Class A and Class B shares were disposed of by W.D. Company?

The filing shows W.D. Company disposed of 41,496 shares of Dillard's Class A Common Stock and 3,985,776 shares of Class B Common Stock. These dispositions occurred upon consummation of the merger with Dillard's on June 4, 2026.

Why did W.D. Company dispose of its Dillard's (DDS) shares?

The disposition occurred when W.D. Company was merged into Dillard's under an Agreement and Plan of Merger dated March 20, 2026. The shares were surrendered to Dillard's upon consummation of the merger, with Dillard's surviving as the continuing company.

What did W.D. Company shareholders receive in the Dillard's (DDS) merger?

Each W.D. Company shareholder received a pro rata share of up to 41,496 Dillard's Class A shares and up to 3,985,776 Class B shares. They also received cash equal to W.D. Company's cash, cash equivalents, and the value of its other publicly traded securities.

How is Dillard's (DDS) Class B Common Stock described in the Form 4 footnotes?

The footnotes state that each share of Dillard's Class B Common Stock is convertible into one share of Class A Common Stock at the holder’s option. Class B Common Stock has no expiration date, providing ongoing conversion flexibility for holders.

What was W.D. Company's ownership position in Dillard's (DDS) after the reported transactions?

After the reported dispositions, W.D. Company held zero shares of both Dillard's Class A and Class B Common Stock. The entity is described as a former 10% owner, reflecting that it no longer has an equity stake following the merger.