DILLARD ALEX 4
4 · DILLARD'S, INC. · Filed Jun 5, 2026
Research Summary
AI-generated summary of this filing
Dillard's (DDS) 10% Owner Alex Dillard Exchanges Shares in Merger
What Happened
- Alex Dillard, reported as a 10% owner, was involved in a non-market corporate transaction tied to Dillard's merger with W.D. Company, Inc. (WDC) that closed on June 4, 2026. Per the Merger Agreement, WDC's outstanding common stock was cancelled and WDC distributed to its shareholders (including Dillard) pro rata amounts of Dillard's Class A and Class B common stock and cash.
- The filing shows WDC disposed of 3,985,776 shares of Dillard's Class B Common Stock and 41,496 shares of Class A Common Stock upon consummation of the merger. In his capacity as a WDC shareholder, Alex Dillard acquired 969,864 shares of Class B Common Stock and 10,097 shares of Class A Common Stock. All reported transactions list prices as N/A; no market-sale values are provided in the Form 4.
Key Details
- Transaction date: June 4, 2026 (reported on Form 4 filed June 5, 2026) — filing appears timely (next-day reporting).
- Prices/values: All reported prices shown as N/A; cash consideration per the Merger Agreement also applies (WDC cash + value of publicly traded securities).
- Shares involved: WDC disposed 3,985,776 Class B and 41,496 Class A shares; reporting person acquired 969,864 Class B and 10,097 Class A shares (per the Merger terms).
- Shares owned prior/related holdings: Filing notes the reporting person previously owned ~27.9% of WDC voting stock (F3); some Class A shares are held in a trust for which he is trustee (F5) and by his spouse (F6).
- Notable footnotes: merger executed under Agreement and Plan of Merger dated March 20, 2026 (as amended). WDC shares were cancelled and exchanged per the merger (F1–F2, F8–F9). Class B shares are convertible 1-for-1 into Class A (F7).
- Filing type: merger exchange (corporate reorganization), not an open-market purchase or sale — not a typical insider buy/sell for market sentiment purposes.
Context
- These entries reflect conversion and distribution mechanics of a merger (corporate restructuring) rather than discretionary trading by the insider. For retail investors, merger-related acquisitions/dispositions show how ownership was reallocated under the deal but do not necessarily indicate a personal buy/sell opinion about the company's stock.
- Class B shares reported are a form of derivative/common stock convertible into Class A on a one-for-one basis with no expiration; cash consideration was also part of the merger consideration as described in the Merger Agreement.
Insider Transaction Report
Form 4
DILLARD ALEX
DirectorPRESIDENT10% 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+10,097→ 1,029,162 total - Disposition to Issuer
Common Class B
[F7][F8][F2][F3]2026-06-04−3,985,776→ 0 total(indirect: See Footnote)→ Common Class A (3,985,776 underlying) - Award
Common Class B
[F7][F9][F2]2026-06-04+969,864→ 969,864 total→ Common Class A (969,864 underlying)
Holdings
- 60
Common Class A - Retirement Plan
- 7,300(indirect: See Footnote)
Common Class A
[F5] - 36,572(indirect: See Footnote)
Common Class A
[F6]
Footnotes (9)
- [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 27.9% 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]The amount reported represents shares of Issuer Class A Common Stock 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 disposed of by WDC upon consummation of the Merger.
- [F9]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/ Alex Dillard By: Julie Guymon, Attorney-in-Fact|2026-06-05