{"url_path":"/sec/dds/8-k/2026-06-04/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 ****Completion of Acquisition or Disposition of Assets.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/28917/0001104659-26-070529-index.html","accession_number":"0001104659-26-070529","cik":"0000028917","ticker":"DDS","issuer_name":"DILLARD'S, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/28917/0001104659-26-070529-index.html","primary_entity_key":"0000028917","primary_entity_name":"DILLARD'S, INC."},"word_count":891,"has_tables":true,"body_markdown":"**Item 2.01****Completion of Acquisition or Disposition of Assets.**\n\n \n\nOn\nJune 4, 2026, Dillard’s, Inc., a Texas corporation (the “Company”), completed the transactions contemplated by that\ncertain Agreement and Plan of Merger, dated as of March 20, 2026 (the “Original Merger Agreement,” and as amended on\nMarch 25, 2026, the “Merger Agreement”), by and among the Company, W.D. Company, Inc., an Arkansas corporation (“WDC”),\nand Alex Dillard (solely in his capacity as the representative of the shareholders of WDC), including the merger of WDC with and into\nthe Company (the “Merger”), with the Company surviving the Merger (collectively, the “Transactions”).\n\n \n\nWDC was a privately held Arkansas\ncorporation that was organized as a family holding company to own and hold shares of Dillard’s Common Stock (as defined below) primarily\nfor the benefit of the Dillard family. WDC had no business operations and engaged in no business activities other than (a) owning, holding,\nand disposing of certain equity securities, including shares of Class A common stock, par value $0.01 per share, of the Company (the “Dillard’s\nClass A Common Stock”), shares of Class B common stock, par value $0.01 per share, of the Company (the “Dillard’s Class\nB Common Stock” and, together with the Dillard’s Class A Common Stock, the “Dillard’s Common Stock”) and\na *de minimis* amount of shares of another publicly traded common stock, and (b) receiving cash dividends from the Company and distributing\nsuch dividends directly to WDC’s shareholders (the “WDC Shareholders”), in each case solely in a manner incidental to\nthe ownership of such securities and the maintenance of WDC’s corporate existence. As of the date of the Merger Agreement, WDC owned\n41,496 shares of Dillard’s Class A Common Stock and 3,985,776 shares of Dillard’s Class B Common Stock.\n\n \n\nAt the effective time of the\nMerger (the “Effective Time”), in accordance with the terms and conditions set forth in the Merger Agreement, each share of\nvoting common stock, $1.00 par value per share, of WDC (the “WDC Voting Common Stock”) and each share of non-voting common\nstock, $1.00 par value per share, of WDC (the “WDC Non-Voting Common Stock”, and together with the WDC Voting Common Stock,\nthe “WDC Common Stock”), issued and outstanding immediately prior to the Effective Time was cancelled, and each WDC Shareholder\nbecame entitled to receive such WDC Shareholder’s Pro Rata Share (as defined below) of (a) up to 41,496 shares of Dillard’s\nClass A Common Stock and up to 3,985,776 shares of Dillard’s Class B Common Stock, excluding, for the avoidance of doubt, any fractional\nshares; 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\n(the “Closing Date”), plus (ii) the amount equal to the average of the high and low trading prices of other publicly traded\nsecurities owned by WDC, determined on the last trading day two (2) business days prior to the Closing Date. “Pro Rata Share”\nmeans, with respect to any WDC Shareholder, a fraction expressed as a percentage, the numerator of which is the number of shares of WDC\nCommon Stock held by such WDC Shareholder immediately prior to the Effective Time and the denominator of which is the total number of\nshares of WDC Common Stock issued and outstanding immediately prior to the Effective Time.\n\n \n\nAt the Effective Time, the\nshares of Dillard’s Common Stock held by WDC immediately prior to the Effective Time automatically became treasury stock of the\nCompany, as the surviving corporation, and, immediately thereafter, were cancelled and returned to the status of authorized but unissued\nshares available for future reissuance. As a result of the payment of cash in lieu of fractional shares, the Company ultimately issued\n41,494 shares of Dillard’s Class A Common Stock and 3,985,758 shares of Dillard’s Class B Common Stock, in the aggregate,\nto WDC Shareholders (the “Aggregate Issued Stock Merger Consideration”) and paid $85,652.51 in cash, in the aggregate, to\nWDC Shareholders. Because the shares of Dillard’s Common Stock held by WDC were cancelled, and the number of shares of Dillard’s\nClass A Common Stock and Dillard’s Class B Common Stock held by WDC immediately prior to the Effective Time exceeded the Aggregate\nIssued Stock Merger Consideration, the former WDC Shareholders, collectively, have a slightly lower percentage interest in the voting\npower, liquidation value and aggregate book value of the Company following the consummation of the Merger as such shareholders held immediately\nprior to the Effective Time. Accordingly, there was no dilution to current shareholders of the Company as a result of the Merger.\n\n \n\nThe foregoing description\nof the Merger Agreement and the Transactions, including the Merger, in this Form 8-K does not purport to be complete and is subject to\nand qualified in its entirety by reference to the full text of (i) the Original Merger Agreement, a copy of which was filed as Exhibit\n2.1 to the Current Report on Form 8-K dated March 20, 2026, filed with the U.S. Securities and Exchange Commission (the “SEC”)\non March 20, 2026 and is incorporated herein by reference, and (ii) Amendment No. 1 to Agreement and Plan of Merger, dated as of March\n25, 2026, a copy of which was filed as Exhibit 2(c) to the Annual Report on Form 10-K for the fiscal year ended January 31, 2026 and is\nincorporated herein by reference."}