DILLARD'S, INC. director and CEO William T. Dillard II reported a compensation-related acquisition of Common Class A shares. He received a grant of 495 Common Class A shares at a reference price of $594.31 per share and now holds 897,806 Common Class A shares directly. The filing also lists additional indirect holdings of 7,300 and 41,496 Common Class A shares. A related entity, W.D. Company, Inc., holds 3,985,776 shares of Class B Common Stock that are convertible into Class A Common Stock on a one-for-one basis.
DILLARD'S, INC. director and senior vice president William T. Dillard III reported a compensation-related award of 103 shares of Common Class A stock, coded as a grant or other acquisition, at $594.31 per share. Following this award, he directly holds 28,949 Common Class A shares and 15,808 Common Class A shares in a retirement plan. He also reports indirect ownership of 13,655 shares held in a trust for the benefit of himself and his family and 189,065 shares owned by his spouse. The filing shows no open-market purchases or sales, reflecting routine equity compensation and updated ownership totals.
DILLARD'S, INC. executive vice president Mike Dillard reported an equity award of 160 shares of Common Class A stock, coded as a grant or award acquisition. The shares were valued at $594.31 per share, and his direct holdings increased to 537,297 Class A shares.
He also reports 60 Class A shares held in a retirement plan. Indirectly, 7,300 Class A shares are held with Dillard as trustee of the GST Trust, and 41,496 Class A shares are held by W.D. Company, Inc., where he owns 26.3% and serves as a director and officer. W.D. Company, Inc. also holds 3,985,776 Class B Common Stock shares, which are convertible into Class A on a one-for-one basis.
DILLARD ALEX reported acquisition or exercise transactions in this Form 4 filing.
DILLARD'S, INC. president and 10% owner Alex Dillard reported receiving a grant of 495 shares of Class A common stock at $594.31 per share as a compensation-related award. Following this grant, his directly held Class A shares total 1,019,049.
He also reports 60 Class A shares in a retirement plan and additional indirect Class A holdings of 36,572, 7,300, and 41,496 shares, with ownership described in footnotes as through W.D. Company, Inc., as trustee of a GST trust, and owned by his spouse. Footnotes note that W.D. Company, Inc. also holds Class B shares convertible one-for-one into Class A.
DILLARD'S, INC. executive Dean L. Worley, VP/General Counsel & Secretary, reported a bona fide gift of 100 shares of Common Class A stock on April 14, 2026. This was a non-market transfer at a stated price of $0.00 per share.
Following the gift, Worley directly holds 6,401 shares of Common Class A stock. A separate entry shows 3,522 shares of Common Class A held in a retirement plan after the reported date, indicating an additional plan-based position.
Dillard’s, Inc. proposes a merger under which W.D. Company, Inc. (WDC), a family holding company, would be merged into Dillard’s, with the Company surviving and WDC’s shares cancelled in exchange for the Aggregate Merger Consideration. Shareholders will vote at the Annual Meeting on May 28, 2026.
The Merger Agreement contemplates an Aggregate Stock Merger Consideration of up to 41,496 shares of Class A and 3,985,776 shares of Class B common stock (reflecting the shares WDC currently holds) plus an Aggregate Cash Merger Consideration based on WDC cash and the market value of other securities held by WDC. The Board and a Special Committee unanimously recommend approval. Completion is subject to shareholder approval, HSR clearances, specified closing conditions and an Outside Date of August 1, 2026.
Dillard’s, Inc. is asking shareholders to approve a merger under an Agreement and Plan of Merger where W.D. Company, Inc. (WDC) will merge into Dillard’s, with Dillard’s surviving. The board unanimously recommends shareholder approval of the Merger Proposal and a related NYSE Proposal to issue 41,496 shares of Class A and 3,985,776 shares of Class B common stock in connection with the Merger.
The Record Date is March 30, 2026 (outstanding: 11,630,838 Class A; 3,986,233 Class B). The parties expect closing in Q2 2026 subject to customary conditions, HSR clearance and shareholder approvals; the Merger Agreement contains an Outside Date of August 1, 2026. WDC shareholders will receive pro rata shares of the Aggregate Stock Merger Consideration and aggregate cash equal to WDC cash plus the average market value of other publicly traded securities held by WDC, with no fractional shares issued.
Dillard’s, Inc. reports steady results for fiscal 2025 while maintaining a conservative balance sheet. Net sales were $6.47 billion, essentially flat year over year, with consolidated gross margin at 39.5% and retail gross margin at 40.8%.
Net income was $570.2 million, or $36.42 per share, slightly below the prior year’s $593.5 million. Operating expenses rose to 27.2% of net sales, driven mainly by higher payroll and related costs, while inventory increased 2%.
Cash flow from operations remained strong at $717.0 million. The company returned $592.6 million to shareholders through $484.9 million of dividends, including a record special dividend, and $107.8 million of share repurchases, leaving $165.2 million of repurchase authorization. At year-end, Dillard’s held $1.07 billion in cash and short-term investments, working capital of $1.48 billion, and total debt of $521.7 million, while operating 271 stores and an e-commerce platform.
DILLARD'S, INC. director James I. Freeman reported a bona fide gift of 75 shares of Common Class A stock. The shares were transferred at a stated price of $0.00 per share, reflecting that this was a non-market gift transaction rather than a sale or purchase. Following the transfer, Freeman directly holds 74,311 shares of Dillard's Common Class A stock, indicating that the gifted amount represents a small portion of his reported holdings.