Exhibit 2(c)
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of March 25, 2026, is being entered into by and between Dillard’s, Inc., a Texas corporation (“Dillard’s”), and W.D. Company, Inc., an Arkansas corporation (the “Company”). Dillard’s and the Company are referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined in this Amendment shall have the meanings given to such terms in the Merger Agreement (as defined herein).
WHEREAS, the Parties are parties to that certain Agreement and Plan of Merger, dated as of March 20, 2026 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”); and
WHEREAS, pursuant to Section 9.3 of the Merger Agreement, (i) the Parties desire to amend the Merger Agreement as specifically set forth in this Amendment and (ii) the Dillard’s Special Committee has approved this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
“Dillard’s and the Company shall each pay fifty percent (50%) of the filing fee incurred in connection with the filing of the preliminary Proxy Statement in accordance with Rules 0-11(c)(1) and 0-11(c)(3) promulgated under the Exchange Act.”
“the Company and the Shareholders shall have performed and complied in all material respects with all obligations and agreements required in this Agreement to be performed or complied with by the Company or the Shareholders on or prior to the Closing Date;”
[Signature pages follow.]
IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be duly executed on its behalf as of the day and year first above written above.
DILLARD’S, INC.
By: /s/ Phillip Watts
Name: Phillip Watts
Title: Senior Vice President, Co-Principal Financial Officer and Principal Accounting Officer
W.D. COMPANY, INC.
By: /s/ Dean Worley
Name: Dean Worley
Title: Secretary
Signature Page to Amendment No. 1 to
Agreement and Plan of Merger