UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~ 18August 14, 2025

~~Dillard’s, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation)~~

1-6140		71-0388071
(Commission File Number)		(IRS Employer Identification No.)
1600 Cantrell Road Little Rock, Arkansas		72201
(Address of principal executive offices)		(Zip Code)

Dillard’s, Inc.

	(501) 376-5200
(Registrant’s telephone number, including area code)
	Not Applicable
(Former name or former address, if changed since last report.)

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)


1-6140		71-0388071
(Commission File Number)		(IRS Employer Identification No.)

1600 Cantrell Road Little Rock, Arkansas		72201
(Address of principal executive offices)		(Zip Code)

(501) 376-5200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

~~Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock DDS New York Stock Exchange~~


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	DDS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

~~Emerging growth company ¨~~

IfEmerging ~~an emerging~~ growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ ☐

~~Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.~~

OnIf ~~July 18,~~an ~~2025,~~emerging ~~Dillard’s~~growth company, ~~Inc. (the~~ ~~“Company”)~~indicate ~~filed~~by acheck ~~Certificate~~mark ofif ~~Elimination (~~the ~~“Certificate~~registrant ofhas ~~Elimination”)~~elected ~~with~~not ~~the Secretary of State of the State of Delaware effecting the elimination of the Certificate of Designations relating~~ to ~~the~~use ~~Company’s Series A Junior Participating Preferred Stock (~~the ~~“Series A~~extended ~~Preferred~~transition ~~Stock”)~~period ~~previously~~for ~~filed~~complying ~~by the Company~~ with ~~the~~any ~~Secretary~~new ~~of State~~or ofrevised ~~the~~financial ~~State~~accounting ofstandards ~~Delaware~~provided onpursuant ~~March 7,~~to ~~2002.~~Section ~~The shares of Series A Preferred Stock were reserved for issuance upon the exercise of rights under~~ 13(a) ~~shareholder rights plan that expired on March 2, 2012, and no shares~~ of ~~Series A Preferred Stock were ever issued or outstanding. Following~~ the ~~filing~~Exchange of the Certificate of Elimination with the Secretary of State of the State of Delaware, all previously authorized shares of Series A Preferred Stock resumed the status of undesignated shares of the Company’s preferred stock, par value $0Act.~~01 per share.~~ ☐

The Certificate of Elimination became effective upon filing, and a copy is filed as Exhibit 3.1 to this Current Report on Form 8-K. The above description of the Certificate of Elimination is a summary and, as such, is qualified in its entirety by reference to the full text of the Certificate of Elimination, which is incorporated herein by reference.

~~Item 9.01 Financial Statements and Exhibits.~~

Exhibit No.		Description
3.1		Certificate of Elimination relating to the Series A Junior Participating Preferred Stock, dated July 18, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document).

Item 2.02Results of Operations and Financial Condition.

On August 14, 2025, the registrant issued a press release announcing results for the 13 and 26 weeks ended August 2, 2025. A copy of the press release is furnished as Exhibit 99.1 to this current report and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.


Exhibit No.		Description

99.1		Press Release dated August 14, 2025, announcing results for the 13 and 26 weeks ended August 2, 2025.

104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		DILLARD’S, INC.
Date:	July 21, 2025	By:	/s/ Phillip R. Watts
		Name:	Phillip R. Watts
		Title:	Senior Vice President, Co-Principal Financial Officer and Principal Accounting Officer
		By:	/s/ Chris B. Johnson
		Name:	Chris B. Johnson
		Title:	Senior Vice President and Co-Principal Financial Officer


			DILLARD’S, INC.

Date:	August 14, 2025	By:	/s/ Phillip R. Watts
		Name:	Phillip R. Watts
		Title:	Senior Vice President, Co-Principal Financial Officer and Principal Accounting Officer

		By:	/s/ Chris B. Johnson
		Name:	Chris B. Johnson
		Title:	Senior Vice President and Co-Principal Financial Officer

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