DILLARD'S, INC.
For the period ended Jan 31, 2026. Filed Mar 27, 2026.
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FY2026 · Filed Mar 27, 2026
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Item 9B. OTHER INFORMATION
(a) On March 25, 2026, Dillard’s, Inc., a Texas corporation (the “Company”), entered into Amendment No. 1 (the “Amendment”) to the Agreement and Plan of Merger, dated as of March 20, 2026 (the “Original Merger Agreement”, and as amended by the Amendment, the “Merger Agreement”), with W.D. Company, Inc., an Arkansas corporation (“WDC”). The material terms of the Original Merger Agreement were disclosed in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on March 20, 2026 (the “Merger 8-K’”), and a copy of the Original Merger Agreement was filed as Exhibit 2.1 to the Merger 8-K.
As previously disclosed, the Merger Agreement contemplates a merger of WDC with and into the Company (the “Merger”), with the Company surviving the Merger. The Amendment provides that the Company and WDC will each pay fifty percent (50%) of the filing fee incurred in connection with the filing of the preliminary proxy statement relating to the Merger in accordance with Rules 0-11(c)(1) and 0-11(c)(3) promulgated under the Securities Exchange Act of 1934, as amended. All other terms of the Original Merger Agreement remain the same and in full force and effect
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 2(c) hereto and is incorporated herein by reference
(b) During the three months ended January 31, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934)adopted orterminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
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