DILLARD WILLIAM T II 4
4 · DILLARD'S, INC. · Filed Jun 5, 2026
Research Summary
AI-generated summary of this filing
Dillard's (DDS) 10% Owner William T. Dillard II Receives & Sells Shares
What Happened
William T. Dillard II, identified as a 10% owner, reported merger-related share dispositions and acquisitions on June 4, 2026. Per the Merger Agreement, W.D. Company, Inc. (WDC) was merged into Dillard’s, Inc., and WDC shares were cancelled and exchanged. The Form 4 shows: disposed 3,985,776 shares of Issuer Class B Common Stock (derivative) and 41,496 shares of Issuer Class A Common Stock; and acquired 960,246 shares of Issuer Class B Common Stock (derivative) and 9,997 shares of Issuer Class A Common Stock. No dollar prices were reported (N/A) because these were merger-exchange transactions, not open-market trades.
Key Details
- Transaction date: June 4, 2026 (reported on Form 4 filed June 5, 2026) — filing appears timely.
- Transaction types on the form: D = disposition to issuer (shares cancelled/exchanged in the merger); A = acquisition (shares received in the merger).
- Shares reported disposed: 3,985,776 Class B Common (derivative) and 41,496 Class A Common.
- Shares reported acquired: 960,246 Class B Common (derivative) and 9,997 Class A Common.
- Prices/values: listed as N/A on the Form 4 (considered part of the merger consideration, including possible cash component per the Merger Agreement).
- Shares owned after transaction: not explicitly stated on the Form 4.
- Notable footnotes: the exchanges arose under the Agreement and Plan of Merger (F1–F2); the reporting person previously owned ~27.4% of WDC and was a WDC director/officer (F3); Class B shares convert to Class A on a one-for-one basis (F6); some Class A shares are held in a trust for which he is trustee (F5).
Context
- These were merger-exchange transactions (corporate restructuring), not discretionary open-market buys or sells; they reflect how WDC holdings were treated at closing.
- For retail investors, merger-driven acquisitions/dispositions are typically administrative consequences of deal terms rather than standalone insider sentiment.
- The reporting person is a 10% owner of the former private entity (WDC), so this filing documents conversion/exchange of those holdings into Dillard’s public stock rather than typical executive trading.
Insider Transaction Report
Form 4
DILLARD WILLIAM T II
DirectorCEO, CHAIRMAN OF BOARD10% Owner
Transactions
- Disposition to Issuer
Common Class A
[F1][F2][F3]2026-06-04−41,496→ 0 total(indirect: See Footnote) - Award
Common Class A
[F4][F2]2026-06-04+9,997→ 907,819 total - Disposition to Issuer
Common Class B
[F6][F7][F2][F3]2026-06-04−3,985,776→ 0 total(indirect: See Footnote)→ Common Class A (3,985,776 underlying) - Award
Common Class B
[F6][F8][F2]2026-06-04+960,246→ 960,246 total→ Common Class A (960,246 underlying)
Holdings
- 60
Common Class A - Retirement Plan
- 7,300(indirect: See Footnote)
Common Class A
[F5]
Footnotes (8)
- [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]Prior to the Merger, the reporting person owned approximately 27.4% of the outstanding voting stock of WDC and was one of its directors and officers.
- [F4]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.
- [F5]The amount reported represents shares of Issuer Class A Common Stock held by a trust for which the reporting person serves as trustee.
- [F6]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.
- [F7]The amount reported represents shares of Issuer Class B Common Stock disposed of by WDC upon consummation of the Merger.
- [F8]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.
Signature
/s/ William T. Dillard, II By: Julie Guymon, Attorney-in-Fact|2026-06-05