DDS Dillard'S, Inc. - 8-K

Item 2.01

Completion of Acquisition or Disposition of Assets.

On
June 4, 2026, Dillard’s, Inc., a Texas corporation (the “Company”), completed the transactions contemplated by that
certain Agreement and Plan of Merger, dated as of March 20, 2026 (the “Original Merger Agreement,” and as amended on
March 25, 2026, 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), including the merger of WDC with and into
the Company (the “Merger”), with the Company surviving the Merger (collectively, the “Transactions”).

WDC was a privately held Arkansas
corporation that was organized as a family holding company to own and hold shares of Dillard’s Common Stock (as defined below) primarily
for the benefit of the Dillard family. WDC had no business operations and engaged in no business activities other than (a) owning, holding,
and disposing of certain equity securities, including shares of Class A common stock, par value $0.01 per share, of the Company (the “Dillard’s
Class A Common Stock”), shares of Class B common stock, par value $0.01 per share, of the Company (the “Dillard’s Class
B Common Stock” and, together with the Dillard’s Class A Common Stock, the “Dillard’s Common Stock”) and
a de minimis amount of shares of another publicly traded common stock, and (b) receiving cash dividends from the Company and distributing
such dividends directly to WDC’s shareholders (the “WDC Shareholders”), in each case solely in a manner incidental to
the ownership of such securities and the maintenance of WDC’s corporate existence. As of the date of the Merger Agreement, WDC owned
41,496 shares of Dillard’s Class A Common Stock and 3,985,776 shares of Dillard’s Class B Common Stock.

At the effective time of the
Merger (the “Effective Time”), in accordance with the terms and conditions set forth in the Merger Agreement, each share of
voting common stock, $1.00 par value per share, of WDC (the “WDC Voting Common Stock”) and each share of non-voting common
stock, $1.00 par value per share, of WDC (the “WDC Non-Voting Common Stock”, and together with the WDC Voting Common Stock,
the “WDC Common Stock”), issued and outstanding immediately prior to the Effective Time was cancelled, and each WDC Shareholder
became entitled to receive such WDC Shareholder’s Pro Rata Share (as defined below) of (a) up to 41,496 shares of Dillard’s
Class 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
shares; 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
(the “Closing Date”), plus (ii) the amount equal to the average of the high and low trading prices of other publicly traded
securities owned by WDC, determined on the last trading day two (2) business days prior to the Closing Date. “Pro Rata Share”
means, with respect to any WDC Shareholder, a fraction expressed as a percentage, the numerator of which is the number of shares of WDC
Common Stock held by such WDC Shareholder immediately prior to the Effective Time and the denominator of which is the total number of
shares of WDC Common Stock issued and outstanding immediately prior to the Effective Time.

At the Effective Time, the
shares of Dillard’s Common Stock held by WDC immediately prior to the Effective Time automatically became treasury stock of the
Company, as the surviving corporation, and, immediately thereafter, were cancelled and returned to the status of authorized but unissued
shares available for future reissuance. As a result of the payment of cash in lieu of fractional shares, the Company ultimately issued
41,494 shares of Dillard’s Class A Common Stock and 3,985,758 shares of Dillard’s Class B Common Stock, in the aggregate,
to WDC Shareholders (the “Aggregate Issued Stock Merger Consideration”) and paid $85,652.51 in cash, in the aggregate, to
WDC Shareholders. Because the shares of Dillard’s Common Stock held by WDC were cancelled, and the number of shares of Dillard’s
Class A Common Stock and Dillard’s Class B Common Stock held by WDC immediately prior to the Effective Time exceeded the Aggregate
Issued Stock Merger Consideration, the former WDC Shareholders, collectively, have a slightly lower percentage interest in the voting
power, liquidation value and aggregate book value of the Company following the consummation of the Merger as such shareholders held immediately
prior to the Effective Time. Accordingly, there was no dilution to current shareholders of the Company as a result of the Merger.

The foregoing description
of the Merger Agreement and the Transactions, including the Merger, in this Form 8-K does not purport to be complete and is subject to
and qualified in its entirety by reference to the full text of (i) the Original Merger Agreement, a copy of which was filed as Exhibit
2.1 to the Current Report on Form 8-K dated March 20, 2026, filed with the U.S. Securities and Exchange Commission (the “SEC”)
on March 20, 2026 and is incorporated herein by reference, and (ii) Amendment No. 1 to Agreement and Plan of Merger, dated as of March
25, 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
incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities.

The information set forth
under Item 2.01 with respect to the issuance of the Aggregate Issued Stock Merger Consideration to WDC Shareholders pursuant to the Merger
Agreement is incorporated herein by reference. The shares of Dillard’s Class A Common Stock and Dillard’s Class B Common Stock
comprising the Aggregate Issued Stock Merger Consideration were issued in reliance on the exemption from registration requirements of
the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No.

Description

2.1*

Agreement and Plan of
Merger, dated as of March 20, 2026, by and among Dillard’s, Inc., W.D. Company, Inc., and Alex Dillard, solely in his capacity
as the Shareholder Representative (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on March 20,
2026).

2.2

Amendment No. 1 to Agreement
and Plan of Merger, dated as of March 25, 2026, by and between Dillard’s, Inc. and W.D. Company, Inc. (incorporated by reference
to Exhibit 2(c) to the Annual Report on Form 10-K for the fiscal year ended January 31, 2026).

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Cover Page Interactive
Data File (embedded within the Inline XBRL document).

* Certain schedules and exhibits to this agreement
have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish to the SEC a copy of any omitted schedule
or exhibit upon request.