DILLARD'S, INC.·4

Jun 5, 6:31 AM ET

Dillard William T. III 4

4 · DILLARD'S, INC. · Filed Jun 5, 2026

Research Summary

AI-generated summary of this filing

Updated

Dillard's (DDS) Director William T. Dillard III Receives Shares in Merger

What Happened

  • William T. Dillard III, Senior Vice President and Director of Dillard's, reported receiving a total of 119,769 shares of Dillard's common stock on June 4, 2026. The filing shows acquisitions of 734, 400 and 100 shares plus three larger entries of 70,445, 38,472 and 9,618 shares (the larger lots are reported as derivative securities). No purchase prices were reported (N/A) because these shares were received as merger consideration pursuant to the Agreement and Plan of Merger dated March 20, 2026.

Key Details

  • Transaction date: June 4, 2026; Form 4 filed June 5, 2026 (timely).
  • Total reported acquired: 119,769 shares (combination of Class A and Class B/common-equivalent shares; larger amounts reported as derivatives).
  • Price: N/A — shares were issued/Exchanged under the Merger Agreement, not bought on the open market.
  • Notable footnotes: the shares were received upon the merger of W.D. Company, Inc. (WDC) into Dillard's; some shares reported are Class B common stock, which are convertible one-for-one into Class A common stock and have no expiration. Several entries reflect shares acquired by trusts or the reporting person’s spouse per the merger terms.
  • Shares owned after the transaction: not specified in the provided filing lines.

Context

  • This was not an open-market purchase or a sale — it was merger consideration paid to WDC shareholders (including the reporting person, trusts and spouse) under the Merger Agreement. Derivative-designated shares likely reflect Class B shares convertible into Class A on a 1:1 basis (per the filing). Such merger-related acquisitions are routine corporate restructuring outcomes and do not, by themselves, indicate the insider bought or sold shares as a market signal.

Insider Transaction Report

Form 4
Period: 2026-06-04
Dillard William T. III
DirectorSENIOR VICE PRESIDENT
Transactions
  • Award

    Common Class A

    [F1][F2]
    2026-06-04+73429,699 total
  • Award

    Common Class A

    [F3][F2][F4]
    2026-06-04+400189,465 total(indirect: See Footnote)
  • Award

    Common Class A

    [F5][F2][F6]
    2026-06-04+10013,755 total(indirect: See Footnote)
  • Award

    Common Class B

    [F7][F8][F2]
    2026-06-04+70,44570,445 total
    Common Class A (70,445 underlying)
  • Award

    Common Class B

    [F7][F9][F2][F4]
    2026-06-04+38,47238,472 total(indirect: See Footnote)
    Common Class A (38,472 underlying)
  • Award

    Common Class B

    [F7][F10][F2][F6]
    2026-06-04+9,6189,618 total(indirect: See Footnote)
    Common Class A (9,618 underlying)
Holdings
  • Common Class A - Retirement Plan

    15,808
Footnotes (10)
  • [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 acquired by the reporting person upon consummation of the Merger, in his capacity as a shareholder of WDC.
  • [F10]The amount reported represents shares of Issuer Class B Common Stock acquired by the reporting person's spouse upon consummation of the Merger, in her capacity as a shareholder of WDC.
  • [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 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]The amount reported represents shares of Issuer Class A Common Stock acquired by trusts upon consummation of the Merger, in their respective capacities as shareholders of WDC.
  • [F4]The amount reported represents shares held in trust for the benefit of the reporting person and his family, for which the reporting person serves as trustee.
  • [F5]The amount reported represents shares of Issuer Class A Common Stock acquired by the reporting person's spouse upon consummation of the Merger, in her capacity as a shareholder of WDC.
  • [F6]The amount reported represents shares held by the reporting person's spouse.
  • [F7]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.
  • [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.
  • [F9]The amount reported represents shares of Issuer Class B Common Stock acquired by trusts upon consummation of the Merger, in their respective capacities as shareholders of WDC.
Signature
/s/ William T. Dillard, III By: Julie Guymon, Attorney-in-Fact|2026-06-05

Documents

1 file
  • 4
    tm2616897-2_4seq1.xmlPrimary

    OWNERSHIP DOCUMENT