Mahaffy Denise Dillard 4
4 · DILLARD'S, INC. · Filed Jun 5, 2026
Research Summary
AI-generated summary of this filing
Dillard's (DDS) SVP Mahaffy Receives Shares via Merger
What Happened
Mahaffy Denise Dillard (Senior Vice President and Director) acquired shares of Dillard's, Inc. on June 4, 2026 in connection with the closing of a merger. The filing reports receipt of 2,850 shares of Class A Common Stock and 273,724 shares of Class B Common Stock (total 276,574 shares). No purchase price per share is reported (price = N/A); the transactions are coded as "A" (award/grant/other acquisition) and reflect merger consideration rather than an open-market trade.
Key Details
- Transaction date: June 4, 2026; Form 4 filed June 5, 2026 (timely within SEC rules).
- Reported shares acquired: 2,850 Class A Common Stock; 273,724 Class B Common Stock (derivative). Total = 276,574 shares.
- Price: N/A (acquired as merger consideration). Transaction code: A (award/grant/other acquisition).
- Shares owned after transaction: not specified in the filing.
- Notable footnotes: the shares were received pursuant to the Agreement and Plan of Merger among Dillard’s and W.D. Company, Inc.; WDC common stock was cancelled and exchanged for pro rata shares of Dillard’s Class A and Class B common stock and cash. The 2,850 Class A shares are held in a trust for which the reporting person is trustee. The 273,724 reported as a derivative are Class B shares acquired as a WDC shareholder.
Context
Class B shares are convertible at the holder’s option into Class A on a one-for-one basis and have no expiration date — these are not options being exercised, but convertible common shares received as merger consideration. Because these shares were received as part of the merger exchange (not bought or sold in the open market), they reflect the mechanical outcome of the transaction rather than an insider’s active buy or sell decision.
Insider Transaction Report
- Award
Common Class A
[F1][F2]2026-06-04+2,850→ 166,561 total - Award
Common Class B
[F4][F5][F2]2026-06-04+273,724→ 273,724 total→ Common Class A (273,724 underlying)
- 60
Common Class A - Retirement Plan
- 7,300(indirect: See Footnote)
Common Class A
[F3]
Footnotes (5)
- [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 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 held by a trust for which the reporting person serves as trustee.
- [F4]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.
- [F5]The amount reported represents shares of Issuer Class B Common Stock acquired by the reporting person upon consummation of the Merger, in her capacity as a shareholder of WDC.