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DILLARD'S, INC.·4

Jun 5, 6:35 AM ET

DILLARD MIKE 4

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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.