Item 4 — Purpose of Transaction
The information set forth in Item 6 of this Schedule 13D is incorporated herein by reference. Merger Agreement On June 4, 2026, the Issuer 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 Issuer, 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 Issuer (the "Merger"), with the Issuer 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 and shares of Class B Common Stock (together, 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 Issuer and distributing such dividends directly to WDC's shareholders, including the Reporting Persons (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 Class A Common Stock and 3,985,776 shares of 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 Class A Common Stock and up to 3,985,776 shares of 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 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 Issuer, 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 Issuer ultimately issued 41,494 shares of Class A Common Stock and 3,985,758 shares of 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 Class A Common Stock and 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 Issuer 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 Issuer as a result of the Merger. The foregoing description of the Merger Agreement and the Transactions, including the Merger, does not purport to be complete and qualified in its entirety by reference to the full text of the Original Merger Agreement, and Amendment No. 1 to Agreement and Plan of Merger, which are incorporated herein by reference to Exhibit 99.3 and Exhibit 99.4, respectively. General The Reporting Persons acquired the securities described in this Schedule 13D in connection with the transactions and agreements as discussed above and in Item 6 of this Schedule 13D, and the Re