Mahaffy Denise Dillard 4

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.