DILLARD'S, INC. 8-K

What Happened

• Dillard’s, Inc. announced it completed the merger with W.D. Company, Inc. (WDC) on June 4, 2026, pursuant to an Agreement and Plan of Merger dated March 20, 2026 (amended March 25, 2026). WDC was a privately held family holding company that owned only Dillard’s Class A and Class B common stock and a de minimis number of other publicly traded shares.
• At the Effective Time WDC’s WDC common shares were cancelled and WDC shareholders received their pro rata entitlement of Dillard’s common stock and cash. In total the Company issued 41,494 shares of Dillard’s Class A common stock and 3,985,758 shares of Dillard’s Class B common stock (aggregate 4,027,252 shares) and paid $85,652.51 in cash (primarily for fractional-share adjustments).

Key Details

• Merger closing date: June 4, 2026; Merger Agreement dated March 20, 2026 (amended March 25, 2026).
• WDC prior holdings at signing: 41,496 Class A shares and 3,985,776 Class B shares of Dillard’s.
• Aggregate issued stock to WDC shareholders: 41,494 Class A and 3,985,758 Class B (4,027,252 total); cash paid: $85,652.51.
• The Dillard’s shares formerly held by WDC became treasury stock and were then cancelled and returned to authorized but unissued shares.

Why It Matters

• This transaction retires WDC as a separate family holding company and converts its holdings into direct Dillard’s common stock and a modest cash payment, modestly changing the ownership mix among former WDC shareholders.
• The company states there was no dilution to current Dillard’s shareholders as a result of the Merger; former WDC shareholders collectively now hold a slightly lower percentage interest than they did immediately prior to the transaction. For investors, the change mainly affects ownership structure and voting composition rather than overall share count or shareholder value.