W.D. Company, Inc. 4
4 · DILLARD'S, INC. · Filed Jun 5, 2026
Research Summary
AI-generated summary of this filing
Dillard's (DDS) 10% Owner W.D. Company Sells Shares in Merger
What Happened
W.D. Company, Inc. (a reported 10% owner of Dillard's, Inc. (DDS)) disposed of 41,496 shares of Issuer Class A Common Stock and 3,985,776 shares of Issuer Class B Common Stock on June 4, 2026. The dispositions occurred pursuant to an Agreement and Plan of Merger under which W.D. Company was merged with and into Dillard's, with the issuer surviving the merger. No per-share prices were reported on the Form 4 (amounts listed as N/A).
Key Details
- Transaction date: June 4, 2026. Form filed: June 5, 2026 (next day).
- Dispositions reported: 41,496 Class A shares (direct) and 3,985,776 Class B shares (reported as derivative).
- Price: Not reported (N/A) on the Form 4; shares were transferred as part of the merger consideration.
- Shares owned after transaction: W.D. Company ceased to hold these shares following consummation of the merger (W.D. Company was merged into the issuer).
- Footnotes: W.D. Company common shares were cancelled and exchanged pro rata for (a) up to 41,496 Class A shares and up to 3,985,776 Class B shares and (b) a cash payment equal to W.D. Company’s cash and the value of certain publicly traded securities per the Merger Agreement.
- Conversion note: Class B shares are convertible into Class A on a one-for-one basis and have no expiration date.
- This was a corporate merger-related disposition by a 10% owner (institutional transaction), not an open-market sale by an executive.
Context
Because this was a merger exchange (corporate transaction), the filing reflects disposition of shares as merger consideration rather than a voluntary market sale. For retail investors, merger-driven dispositions by a controlling shareholder are procedural and reflect the corporate reorganization and consideration specified in the merger agreement rather than a traditional insider sell signal.
Insider Transaction Report
- Disposition to Issuer
Common Class A
[F1][F2]2026-06-04−41,496→ 0 total - Disposition to Issuer
Common Class B
[F3][F4][F2]2026-06-04−3,985,776→ 0 total→ Common Class A (3,985,776 underlying)
Footnotes (4)
- [F1]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.
- [F2]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).
- [F3]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.
- [F4]The amount reported represents shares of Issuer Class B Common Stock disposed of by WDC upon consummation of the Merger.