Dillard's absorbs family holding company WDC via merger; no dilution to public holders

DILLARD'S, INC.

Merger to cancel WDC's 41,496 Class A and 3,985,776 Class B shares; distributed pro rata to WDC shareholders.
Consideration same number of Dillard's shares plus WDC's cash; no change in Dillard's outstanding shares.
Dillard's shareholder vote required at May 28, 2026 Annual Meeting; merger must close by August 1, 2026.
Dillard's Board (Special Committee) approved; certain officers/directors as WDC holders will receive pro rata consideration.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

DILLARD'S, INC. entered into Agreement and Plan of Merger with W.D. Company, Inc. valued at Merger of W.D. Company, Inc. into Dillard's, Inc.; consideration includes up to 41,496 shares of Cla (effective 2026-03-20).

Action: entry
Agreement: merger
Counterparty: W.D. Company, Inc.
Value: Merger of W.D. Company, Inc. into Dillard's, Inc.; consideration includes up to 41,496 shares of Cla
Effective: 2026-03-20

Exact text from the filing

On March 20, 2026, Dillard’s, Inc., a Texas corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, W.D. Company, Inc., an Arkansas corporation (“WDC”), and Alex Dillard, solely in his capacity as the representative of the shareholders of WDC (the “Shareholder Representative”), pursuant to which WDC will merge with and into the Company (the “Merger”), with the Company surviving the Merger.

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DILLARD'S, INC. filing history →

Source: SEC EDGAR

accession 0001104659-26-032749

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