06/05/2026 | Press release | Distributed by Public on 06/05/2026 04:31
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Class B | (7) | 06/04/2026 | A | 70,445(8) | (7) | (7) | Common Class A | 70,445 | (2) | 70,445 | D | ||||
| Common Class B | (7) | 06/04/2026 | A | 38,472(9) | (7) | (7) | Common Class A | 38,472 | (2) | 38,472 | I | See Footnote(4) | |||
| Common Class B | (7) | 06/04/2026 | A | 9,618(10) | (7) | (7) | Common Class A | 9,618 | (2) | 9,618 | I | See Footnote(6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Dillard William T. III 1600 CANTRELL RD LITTLE ROCK, AR 72201 |
X | SENIOR VICE PRESIDENT | ||
| /s/ William T. Dillard, III By: Julie Guymon, Attorney-in-Fact | 06/05/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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 his capacity as a shareholder of WDC. |
| (2) | 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). |
| (3) | The amount reported represents shares of Issuer Class A Common Stock acquired by trusts upon consummation of the Merger, in their respective capacities as shareholders of WDC. |
| (4) | The amount reported represents shares held in trust for the benefit of the reporting person and his family, for which the reporting person serves as trustee. |
| (5) | The amount reported represents shares of Issuer Class A Common Stock acquired by the reporting person's spouse upon consummation of the Merger, in her capacity as a shareholder of WDC. |
| (6) | The amount reported represents shares held by the reporting person's spouse. |
| (7) | 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. |
| (8) | 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. |
| (9) | The amount reported represents shares of Issuer Class B Common Stock acquired by trusts upon consummation of the Merger, in their respective capacities as shareholders of WDC. |
| (10) | The amount reported represents shares of Issuer Class B Common Stock acquired by the reporting person's spouse upon consummation of the Merger, in her capacity as a shareholder of WDC. |