DILLARD MIKE 4
4 · DILLARD'S, INC. · Filed Jun 5, 2026
Research Summary
AI-generated summary of this filing
Dillard's (DDS) 10% Owner Mike Dillard Exchanges Shares in Merger
What Happened
Mike Dillard, reported as a 10% owner, reported share dispositions and acquisitions tied to the June 4, 2026 merger of W.D. Company, Inc. (WDC) into Dillard's, Inc. The Form 4 shows the following exchange-related movements (all prices listed as N/A — merger consideration, not open-market trades):
- Dispositions: 41,496 shares (reported as Class A) and 3,985,776 shares (reported as Class B; marked as derivative disposals by WDC).
- Acquisitions: 9,515 shares (Class A) and 913,975 shares (Class B; marked as derivative acquisitions by the reporting person).
These reported changes reflect the cancellation of WDC common stock and the pro rata issuance of Dillard's Class A and Class B stock (and cash) under the Merger Agreement, not routine buying or selling on the market.
Key Details
- Transaction date: June 4, 2026; Form 4 filed June 5, 2026 (timely — within Form 4 reporting window).
- Prices / dollar values: N/A in the filing — consideration was stock and cash per the Merger Agreement.
- Shares owned after transaction: not specified in the excerpted data.
- Notable footnotes/highlights:
- WDC shares were cancelled at closing; WDC shareholders received pro rata shares of up to 41,496 Class A and up to 3,985,776 Class B and cash (per Merger Agreement).
- Reporting person owned ~26.3% of WDC prior to the merger and was a WDC director/officer.
- Some Class A shares are held in a trust for which the reporting person is the sole beneficiary (trustee is an immediate family member).
- Class B shares are convertible 1-for-1 into Class A shares at holder option and have no expiration.
- Dispositions marked as derivative reflect WDC’s shares being surrendered in the merger; acquisitions marked derivative reflect shares received by the reporting person as a WDC shareholder.
Context
This activity is merger consideration and corporate reorganization — not an open-market sale or purchase. For retail investors, these filings document how ownership stakes were reallocated in the transaction; they do not, by themselves, indicate a trading-based vote of confidence or lack thereof from the insider.
Insider Transaction Report
Form 4
DILLARD MIKE
DirectorEXECUTIVE VICE PRESIDENT10% 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+9,515→ 546,823 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+913,975→ 913,975 total→ Common Class A (913,975 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 26.3% 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 of which the reporting person is the sole beneficiary and for which the reporting person's immediate family member 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/ Mike Dillard By: Julie Guymon, Attorney-in-Fact|2026-06-05