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Alex Dillard (NYSE: DDS) reshapes ownership as W.D. Company merges into Dillard's

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

Rhea-AI Filing Summary

DILLARD'S, INC. president Alex Dillard reported changes in his holdings tied to the merger of W.D. Company, Inc. into the issuer on June 4, 2026. W.D. Company, Inc. was merged into Dillard's, with Dillard's surviving the transaction under an Agreement and Plan of Merger dated March 20, 2026.

In connection with consummation of the merger, W.D. Company, Inc. disposed of 41,496 shares of Dillard's Class A common stock and 3,985,776 shares of Class B common stock back to the issuer. As a W.D. Company, Inc. shareholder who previously owned approximately 27.9% of its outstanding voting stock, Alex Dillard received 10,097 shares of Dillard's Class A common stock and 969,864 shares of Class B common stock as part of the merger consideration.

Following these transactions, Alex Dillard directly holds 1,029,162 shares of Dillard's Class A common stock and 969,864 shares of Class B common stock, with additional indirect Class A holdings through a trust and his spouse and 60 shares in a retirement plan. Each Class B share is convertible into one Class A share and has no expiration date.

Positive

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Negative

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Insights

Form 4 shows merger-driven restructuring of Alex Dillard’s DDS ownership, not open-market trading.

The filing ties directly to the merger of W.D. Company, Inc. into DILLARD'S, INC.. Shares were disposed of by W.D. Company, Inc. to the issuer and simultaneously allocated to its shareholders, including Alex Dillard, as part of the agreed merger consideration structure.

Key movements are grant/award acquisitions (codes A) and dispositions to the issuer (codes D), rather than market buys or sells. Dillard ends with over 1.0 million Class A shares and 969,864 Class B shares held directly, plus indirect Class A interests, indicating a substantial continuing stake.

Because these changes arise from a negotiated merger and internal recapitalization rather than discretionary trading, they are best viewed as ownership reorganization. The economic impact for outside shareholders depends on broader merger terms and capital structure effects, which would be detailed in related merger and proxy materials.

Insider DILLARD ALEX
Role PRESIDENT
Type Security Shares Price Value
Disposition Common Class B 3,985,776 $0.00 --
Grant/Award Common Class B 969,864 $0.00 --
Disposition Common Class A 41,496 $0.00 --
Grant/Award Common Class A 10,097 $0.00 --
holding Common Class A - Retirement Plan -- -- --
holding Common Class A -- -- --
holding Common Class A -- -- --
Holdings After Transaction: Common Class B — 0 shares (Indirect, See Footnote); Common Class B — 969,864 shares (Direct, null); Common Class A — 0 shares (Indirect, See Footnote); Common Class A — 1,029,162 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 27.9% 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. The amount reported represents shares of Issuer Class A Common Stock held by the reporting person's spouse. 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.
Class A acquired by insider 10,097 shares Issuer Class A Common Stock acquired by Alex Dillard upon merger consummation
Class B acquired by insider 969,864 shares Issuer Class B Common Stock acquired by Alex Dillard as WDC shareholder
Class A disposed by WDC 41,496 shares Issuer Class A Common Stock disposed of by W.D. Company, Inc. at merger closing
Class B disposed by WDC 3,985,776 shares Issuer Class B Common Stock disposed of by W.D. Company, Inc. at merger closing
Direct Class A holding post-transaction 1,029,162 shares Issuer Class A Common Stock held directly by Alex Dillard after merger
Direct Class B holding post-transaction 969,864 shares Issuer Class B Common Stock held directly by Alex Dillard after merger
Indirect trust Class A holding 36,572 shares Issuer Class A Common Stock held by a trust with Alex Dillard as trustee
Indirect spouse Class A holding 7,300 shares Issuer Class A Common Stock held by Alex Dillard’s spouse
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.
pro rata share financial
"each WDC shareholder received such WDC shareholder's pro rata share of (a) up to 41,496 shares..."
shareholder representative regulatory
"by and among Dillard's, Inc., W.D. Company, Inc., and Alex Dillard, solely in his capacity as the shareholder representative..."
voting stock financial
"Prior to the Merger, the reporting person owned approximately 27.9% of the outstanding voting stock of WDC..."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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 ALEX
(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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
PRESIDENT
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Class A06/04/2026D41,496(1)D(2)0ISee Footnote(3)
Common Class A06/04/2026A10,097(4)A(2)1,029,162D
Common Class A - Retirement Plan60D
Common Class A7,300ISee Footnote(5)
Common Class A36,572ISee Footnote(6)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Common Class B(7)06/04/2026D3,985,776(8) (7) (7)Common Class A3,985,776(2)0ISee Footnote(3)
Common Class B(7)06/04/2026A969,864(9) (7) (7)Common Class A969,864(2)969,864D
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 27.9% 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. The amount reported represents shares of Issuer Class A Common Stock held by the reporting person's spouse.
7. 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.
8. The amount reported represents shares of Issuer Class B Common Stock disposed of by WDC upon consummation of the Merger.
9. 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/ Alex Dillard By: Julie Guymon, Attorney-in-Fact06/05/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Alex Dillard report in this DDS Form 4?

Alex Dillard reported merger-related acquisitions and dispositions, not market trades. He acquired 10,097 DDS Class A shares and 969,864 Class B shares, while W.D. Company, Inc. disposed of 41,496 Class A and 3,985,776 Class B shares back to the issuer at merger closing.

How is W.D. Company, Inc. involved in this Dillard's (DDS) Form 4?

W.D. Company, Inc. merged into Dillard's under a March 20, 2026 merger agreement. At closing, W.D. Company, Inc. transferred its DDS Class A and Class B shares to the issuer, and its shareholders, including Alex Dillard, received pro rata DDS shares and cash as merger consideration.

How many Dillard's (DDS) shares does Alex Dillard hold after these transactions?

After the transactions, Alex Dillard directly holds 1,029,162 DDS Class A shares and 969,864 Class B shares. He also has indirect Class A holdings through a trust and his spouse, plus 60 Class A shares in a retirement plan, reflecting a significant continuing ownership position.

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

No, the reported transactions are merger-driven grants and dispositions, not open-market trades. Codes A and D show shares acquired as merger consideration and shares disposed of to the issuer in connection with the W.D. Company, Inc. merger, rather than discretionary market activity.

What does the Dillard's (DDS) Form 4 say about Class B common stock?

The filing explains that Dillard's Class B common stock is convertible into Class A stock on a one-for-one basis. Class B shares have no expiration date, meaning holders like Alex Dillard can convert them into Class A shares at any time subject to applicable requirements.

What proportion of W.D. Company, Inc. did Alex Dillard own before the merger with DDS?

Before the merger closed, Alex Dillard owned approximately 27.9% of W.D. Company, Inc.’s outstanding voting stock and served as one of its directors and officers. This stake determined his pro rata share of DDS Class A and Class B stock received as merger consideration.