DILLARD'S, INC. 8-K

What Happened
Dillard’s, Inc. announced on March 20, 2026 that it entered into an Agreement and Plan of Merger to merge W.D. Company, Inc. (WDC) into Dillard’s, with Dillard’s as the surviving corporation. The Board and a Special Committee of independent directors unanimously approved the Merger Agreement. WDC is a privately held family holding company (no operating business) that holds Dillard’s stock primarily for the Dillard family.

Key Details

• WDC’s holdings being addressed: 41,496 shares of Dillard’s Class A common stock and 3,985,776 shares of Dillard’s Class B common stock.
• Consideration: WDC shareholders will receive a pro rata portion of up to those same Dillard’s Class A and Class B shares (no fractional shares issued) plus cash equal to WDC’s cash & equivalents at closing and the average price of any other publicly traded securities WDC owns (measured two business days before closing).
• Closing conditions include Requisite Shareholder Approval (vote at Dillard’s shareholders’ meeting) and other regulatory approvals; Dillard’s expects to seek shareholder approval at its 2026 Annual Meeting currently scheduled for May 28, 2026.
• Timing/termination: Outside date for closing is August 1, 2026; the agreement can be terminated under customary conditions (failure to obtain approvals, breaches, certain tax or legal changes).
• Corporate effect: Shares of Dillard’s currently held by WDC will be cancelled and reissued as merger consideration, and the filing states there will be no dilution to current Dillard’s shareholders. The company also agreed to indemnify WDC shareholders; several Dillard’s directors/officers are WDC shareholders and will receive merger consideration.

Why It Matters
This is a transaction between Dillard’s and a family holding company that already owns a large block of Dillard’s stock. The merger restructures those holdings into direct ownership by the WDC shareholders (and cash for certain amounts) and is presented as not dilutive to existing Dillard’s shareholders. Key near-term items for investors: a proxy statement will be filed (within 20 business days of the agreement) and Dillard’s shareholders will vote on the Merger (expected May 28, 2026). Completion remains subject to shareholder and regulatory approvals and other closing conditions; the company cautioned that the announcement and closing process could involve risks, delays or litigation.