Note 12. Subsequent Event

On May 28, 2026, the Company’s shareholders approved an agreement and plan of merger with W.D. Company, Inc. (“WDC”), a privately held Arkansas corporation organized as a family holding company to own and hold shares of Dillard’s Common Stock 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 41,496 shares of Dillard’s Class A Common Stock and 3,985,776 shares of Dillard’s Class B Common Stock and a de minimis amount of shares of another publicly-traded common stock, and (b) receiving cash dividends from Dillard’s and distributing such dividends directly to WDC’s shareholders.

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On June 4, 2026, the merger was consummated and WDC merged with and into the Company, with the Company surviving the merger, and the separate corporate existence of WDC terminated. Each share of WDC common stock issued and outstanding was automatically cancelled, and in exchange therefor, each WDC shareholder received such WDC shareholder’s pro rata share of the merger consideration, which included:

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The shares of Dillard’s Common Stock held by WDC immediately prior to the merger automatically became treasury stock of the Company and, immediately thereafter, were cancelled and returned to the status of authorized but unissued shares available for future reissuance.

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Because the merger consideration received consisted of a number of shares of Dillard’s Class A Common Stock and Dillard’s Class B Common Stock which had been reduced by fractional shares from 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 merger, the WDC shareholders, collectively, had a slightly lower percentage interest in the voting power, liquidation value and aggregate book value of Dillard’s following the consummation of the merger as such shareholders held immediately prior to the merger. Accordingly, there was no dilution to current shareholders of Dillard’s as a result of the merger.