Dillard’s (NYSE: DDS) Q3 shows margin gains, strong cash and $30 special dividend

Q: How did Dillard's (DDS) perform financially in the third quarter of 2025?

For the quarter ended November 1, 2025 , Dillard’s reported net sales of $1.4688 billion versus $1.4270 billion a year earlier and net income of $129.8 million versus $124.6 million. Earnings per share were $8.31 , up from $7.73.

Q: What were Dillard's key sales and margin trends in Q3 2025?

Comparable retail store sales increased 3% , and total retail sales (excluding construction) also rose 3% . Total gross margin improved to 43.4% of net sales from 42.6%, while retail gross margin increased to 45.3% from 44.5%, reflecting better merchandise profitability.

Q: What special dividend did Dillard's (DDS) announce and when will it be paid?

On November 20, 2025 , the board declared a special dividend of $30.00 per share on both Class A and Class B common stock. It is payable on January 5, 2026 to stockholders of record as of December 12, 2025 .

Q: What is Dillard's current cash position and debt level?

As of November 1, 2025 , Dillard’s held $1.149 billion in cash and cash equivalents and $185.2 million in short-term investments. Total debt was $521.6 million , including $96.0 million due in July 2026, $225.6 million of long-term debt and $200.0 million of subordinated debentures.

Q: What credit facility does Dillard's have in place and how much is available?

Dillard’s has a secured revolving credit agreement with $800 million of borrowing capacity and a $200 million expansion option, maturing on March 12, 2030 . As of November 1, 2025 , there were no borrowings and $25.3 million of letters of credit outstanding, leaving $774.7 million of availability.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

10-Q

Rhea-AI Filing Summary

Dillard’s, Inc. reported slightly higher quarterly results while strengthening its balance sheet. For the quarter ended November 1, 2025, net sales rose to $1.47 billion from $1.43 billion, with comparable retail store sales up 3% after a 4% decline a year earlier. Net income increased to $129.8 million or $8.31 per share from $124.6 million or $7.73 per share, helped by higher retail gross margin of 45.3% and total gross margin of 43.4%.

SG&A grew faster than sales, rising to 30.0% of net sales, mainly from higher payroll costs. For the nine months, cash provided by operations improved to $505.9 million, boosting cash and cash equivalents to $1.15 billion and supporting working capital of $1.72 billion. Total debt stood at $521.6 million, and the company had an $800 million revolving credit facility with $774.7 million of availability.

After quarter‑end, the board declared a $30.00 per share special dividend, payable January 5, 2026 to stockholders of record on December 12, 2025. Dillard’s also continues its share repurchase program, having bought back 0.3 million Class A shares for $107.8 million year‑to‑date, with $165.2 million of authorization remaining.

Insights

Dillard’s shows modest profit growth, strong cash generation, and a large one-time dividend.

Dillard’s delivered mid-single-digit net sales growth and slightly higher earnings in Q3 2025. Net sales reached $1.47 billion, up from $1.43 billion, while net income increased to $129.8 million. Retail comparable sales rose 3%, reversing last year’s 4% decline, and retail gross margin improved to 45.3%, indicating tight inventory and pricing discipline.

Cost control was mixed. SG&A climbed to 30.0% of net sales, driven by payroll and related expenses, which slightly offset the margin gains. For the nine months, operating cash flow of $505.9 million far exceeded net income, aided by timing of income tax payments and working capital movements. Cash and cash equivalents of $1.149 billion versus total debt of $521.6 million reflect a conservative leverage profile.

Capital allocation is notable. The company repurchased 0.3 million shares for $107.8 million and still has $165.2 million of buyback authorization. The board also declared a $30.00 per share special dividend, supported by strong liquidity and an $800 million credit facility with $774.7 million available as of November 1, 2025. Subsequent filings may further clarify how ongoing share repurchases and special payouts affect future cash balances and flexibility.

12/05/2025 - 04:45 PM

Other segment items for each reportable segment includes: • All selling, general and administrative expenses other than payroll expense • Other expense • Gain on disposal of assetsOther segment items for each reportable segment includes: • All selling, general and administrative expenses other than payroll expense • Other expense • Gain on disposal of assetsOther segment items for each reportable segment includes: • All selling, general and administrative expenses other than payroll expense • Other expense • Gain on disposal of assets0000028917--01-312025Q3Other segment items for each reportable segment includes: • All selling, general and administrative expenses other than payroll expense • Other expense • Gain on disposal of assetsOther segment items for each reportable segment includes: • All selling, general and administrative expenses other than payroll expense • Other expense • Gain on disposal of assetsOther segment items for each reportable segment includes: • All selling, general and administrative expenses other than payroll expense • Other expense • Gain on disposal of assetsOther segment items for each reportable segment includes: • All selling, general and administrative expenses other than payroll expense • Other expense • Gain on disposal of assetsOther segment items for each reportable segment includes: • All selling, general and administrative expenses other than payroll expense • Other expense • Gain on disposal of assetsOther segment items for each reportable segment includes: • All selling, general and administrative expenses other than payroll expense • Other expense • Gain on disposal of assetsOther segment items for each reportable segment includes: • All selling, general and administrative expenses other than payroll expense • Other expense • Gain on disposal of assetsOther segment items for each reportable segment includes: • All selling, general and administrative expenses other than payroll expense • Other expense • Gain on disposal of assetsTXAROther segment items for each reportable segment includes: • All selling, general and administrative expenses other than payroll expense • Other expense • Gain on disposal of 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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 1, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 1-6140

DILLARD’S, INC.

(Exact name of registrant as specified in its charter)



TEXAS		71-0388071
(State or other jurisdiction of incorporation or organization)		(I.R.S. 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)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐
Smaller reporting company	☐	Emerging growth company	☐

If 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

CLASS A COMMON STOCK as of November 29, 2025 11,626,733

CLASS B COMMON STOCK as of November 29, 2025 3,986,233

Table of Contents

Index

DILLARD’S, INC.

		Page
		Number
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited):

	Condensed Consolidated Balance Sheets as of November 1, 2025, February 1, 2025 and November 2, 2024	3

	Condensed Consolidated Statements of Income for the Three and Nine Months Ended November 1, 2025 and November 2, 2024	4

	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended November 1, 2025 and November 2, 2024	5

	Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended November 1, 2025 and November 2, 2024	6

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended November 1, 2025 and November 2, 2024	8

	Notes to Condensed Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29

Item 4.	Controls and Procedures	30

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	31

Item 1A.	Risk Factors	31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 5.	Other Information	31

Item 6.	Exhibits	32

SIGNATURES		33

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

DILLARD’S, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In Thousands)


	November 1,		February 1,		November 2,
	2025		2025		2024
Assets
Current assets:
Cash and cash equivalents	$	1,149,201	$	717,854	$	980,392
Accounts receivable		44,901		55,700		61,741
Short-term investments		185,243		325,675		128,875
Merchandise inventories		1,718,071		1,172,047		1,682,217
Other current assets		71,616		96,794		89,076

Total current assets		3,169,032		2,368,070		2,942,301

Property and equipment (net of accumulated depreciation of $2,882,759, $2,774,081 and $2,769,402, respectively)		943,696		1,002,248		1,030,690
Operating lease assets		27,260		33,562		35,921
Deferred income taxes		65,622		69,099		64,733
Other assets		92,455		58,075		59,417

Total assets	$	4,298,065	$	3,531,054	$	4,133,062

Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable and accrued expenses	$	1,213,976	$	795,023	$	1,214,982
Current portion of long-term debt		96,000		—		—
Current portion of operating lease liabilities		10,037		11,411		11,721
Federal and state income taxes		125,443		28,472		10,030

Total current liabilities		1,445,456		834,906		1,236,733

Long-term debt		225,647		321,567		321,541
Operating lease liabilities		16,882		22,345		24,338
Other liabilities		365,034		356,076		387,055
Subordinated debentures		200,000		200,000		200,000
Commitments and contingencies
Stockholders’ equity:
Common stock		1,241		1,241		1,240
Additional paid-in capital		972,855		971,524		968,909
Accumulated other comprehensive loss		(47,427)		(49,851)		(81,376)
Retained earnings		6,581,999		6,228,048		6,415,270
Less treasury stock, at cost		(5,463,622)		(5,354,802)		(5,340,648)

Total stockholders’ equity		2,045,046		1,796,160		1,963,395

Total liabilities and stockholders’ equity	$	4,298,065	$	3,531,054	$	4,133,062

See notes to condensed consolidated financial statements.

Table of Contents

DILLARD’S, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In Thousands, Except Per Share Data)


	Three Months Ended				Nine Months Ended
	November 1,		November 2,		November 1,		November 2,
	2025		2024		2025		2024
Net sales	$	1,468,768	$	1,427,009	$	4,511,461	$	4,465,998
Service charges and other income		22,205		24,151		62,486		72,617

		1,490,973		1,451,160		4,573,947		4,538,615

Cost of sales		831,643		819,313		2,648,640		2,607,469
Selling, general and administrative expenses		440,409		418,899		1,296,264		1,279,232
Depreciation and amortization		44,375		44,045		133,519		136,540
Rentals		4,354		4,888		13,501		14,868
Interest and debt (income) expense, net		(3,076)		(4,478)		(5,355)		(11,944)
Other expense		5,035		6,158		15,763		18,474
Gain on disposal of assets		(577)		(171)		(5,477)		(451)

Income before income taxes		168,810		162,506		477,092		494,427
Income taxes		39,000		37,910		110,630		115,310

Net income	$	129,810	$	124,596	$	366,462	$	379,117

Earnings per share:
Basic and diluted	$	8.31	$	7.73	$	23.39	$	23.42

See notes to condensed consolidated financial statements.

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DILLARD’S, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In Thousands)


	Three Months Ended				Nine Months Ended
	November 1,		November 2,		November 1,		November 2,
	2025		2024		2025		2024
Net income	$	129,810	$	124,596	$	366,462	$	379,117
Other comprehensive income:
Amortization of retirement plan and other retiree benefit adjustments (net of tax of $121, $238, $363, and $716, respectively)		808		1,945		2,424		5,832

Comprehensive income	$	130,618	$	126,541	$	368,886	$	384,949

See notes to condensed consolidated financial statements.

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DILLARD’S, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(In Thousands, Except Share and Per Share Data)


	Three Months Ended November 1, 2025
					Accumulated
			Additional		Other
	Common		Paid-in		Comprehensive		Retained		Treasury
	Stock		Capital		Loss		Earnings		Stock		Total
Balance, August 2, 2025	$	1,241	$	972,855	$	(48,235)	$	6,456,873	$	(5,463,622)	$	1,919,112
Net income		—		—		—		129,810		—		129,810
Other comprehensive income		—		—		808		—		—		808
Cash dividends declared:
Common stock, $0.30 per share		—		—		—		(4,684)		—		(4,684)
Balance, November 1, 2025	$	1,241	$	972,855	$	(47,427)	$	6,581,999	$	(5,463,622)	$	2,045,046


	Three Months Ended November 2, 2024
					Accumulated
			Additional		Other
	Common		Paid-in		Comprehensive		Retained		Treasury
	Stock		Capital		Loss		Earnings		Stock		Total
Balance, August 3, 2024	$	1,240	$	968,909	$	(83,321)	$	6,294,693	$	(5,232,600)	$	1,948,921
Net income		—		—		—		124,596		—		124,596
Other comprehensive income		—		—		1,945		—		—		1,945
Purchase of 293,583 shares of treasury stock (including excise tax)		—		—		—		—		(108,048)		(108,048)
Cash dividends declared:
Common stock, $0.25 per share		—		—		—		(4,019)		—		(4,019)
Balance, November 2, 2024	$	1,240	$	968,909	$	(81,376)	$	6,415,270	$	(5,340,648)	$	1,963,395


	Nine Months Ended November 1, 2025
					Accumulated
			Additional		Other
	Common		Paid-in		Comprehensive		Retained		Treasury
	Stock		Capital		Loss		Earnings		Stock		Total
Balance, February 1, 2025	$	1,241	$	971,524	$	(49,851)	$	6,228,048	$	(5,354,802)	$	1,796,160
Net income		—		—		—		366,462		—		366,462
Other comprehensive income		—		—		2,424		—		—		2,424
Issuance of 3,210 shares under equity plans		—		1,331		—		—		—		1,331
Purchase of 300,013 shares of treasury stock (including excise tax)		—		—		—		—		(108,820)		(108,820)
Cash dividends declared:
Common stock, $0.80 per share		—		—		—		(12,511)		—		(12,511)
Balance, November 1, 2025	$	1,241	$	972,855	$	(47,427)	$	6,581,999	$	(5,463,622)	$	2,045,046

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	Nine Months Ended November 2, 2024
					Accumulated
			Additional		Other
	Common		Paid-in		Comprehensive		Retained		Treasury
	Stock		Capital		Loss		Earnings		Stock		Total
Balance, February 3, 2024	$	1,240	$	967,348	$	(87,208)	$	6,048,288	$	(5,232,600)	$	1,697,068
Net income		—		—		—		379,117		—		379,117
Other comprehensive income		—		—		5,832		—		—		5,832
Issuance of 3,600 shares under equity plans		—		1,561		—		—		—		1,561
Purchase of 293,583 shares of treasury stock (including excise tax)		—		—		—		—		(108,048)		(108,048)
Cash dividends declared:
Common stock, $0.75 per share		—		—		—		(12,135)		—		(12,135)
Balance, November 2, 2024	$	1,240	$	968,909	$	(81,376)	$	6,415,270	$	(5,340,648)	$	1,963,395

See notes to condensed consolidated financial statements.

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DILLARD’S, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In Thousands)


	Nine Months Ended
	November 1,		November 2,
	2025		2024
Operating activities:
Net income	$	366,462	$	379,117
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and other deferred costs		134,650		137,817
Gain on disposal of assets		(5,477)		(451)
Accrued interest on short-term investments		(6,971)		(9,253)
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable		10,799		(1,194)
Increase in merchandise inventories		(546,024)		(588,218)
Decrease in other current assets		22,518		9,820
Decrease (increase) in other assets		1,992		(1,037)
Increase in trade accounts payable and accrued expenses and other liabilities		426,139		447,635
Increase (decrease) in income taxes payable		101,767		(24,802)

Net cash provided by operating activities		505,855		349,434

Investing activities:
Purchase of property and equipment and capitalized software		(73,838)		(89,147)
Proceeds from disposal of assets		7,607		571
Proceeds from insurance		1,521		—
Purchase of short-term investments		(396,337)		(422,438)
Proceeds from maturities of short-term investments		543,740		450,852
Investments related to joint ventures		(34,305)		—

Net cash provided by (used in) investing activities		48,388		(60,162)

Financing activities:
Cash dividends paid		(11,804)		(12,172)
Purchase of treasury stock		(107,756)		(104,995)
Issuance cost of line of credit		(3,336)		—

Net cash used in financing activities		(122,896)		(117,167)

Increase in cash and cash equivalents		431,347		172,105
Cash and cash equivalents, beginning of period		717,854		808,287

Cash and cash equivalents, end of period	$	1,149,201	$	980,392

Non-cash transactions of investing and financing activities:
Accrued capital expenditures	$	9,824	$	9,935
Stock awards		1,331		1,561
Accrued purchases of treasury stock and excise taxes		1,064		3,053
Lease assets obtained in exchange for new operating lease liabilities		2,526		2,152

See notes to condensed consolidated financial statements.

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DILLARD’S, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements of Dillard’s, Inc. (the “Company”) have been prepared in accordance with the rules of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended November 1, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2026 due to, among other factors, the seasonal nature of the business.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025 filed with the SEC on March 28, 2025.

Note 2. Accounting Standards

Recently Adopted Accounting Pronouncements

There have been no recently adopted accounting pronouncements that had a material impact on the Company’s condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

Management has considered all recent accounting pronouncements, except as noted below, and believes there is no accounting guidance issued but not yet effective that would be material to the Company’s condensed consolidated financial statements.

Improvements to Income Tax Disclosures

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The update requires increased transparency in tax disclosures, specifically by expanding requirements for rate reconciliation and income taxes paid information. ASU No. 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company will present these new disclosures in its consolidated financial statements for the annual period ending January 31, 2026. The new requirements pertain to tax disclosures only and are not expected otherwise to impact the Company’s consolidated financial statements and accompanying notes.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The update requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments in the update require that at each interim and annual reporting period an entity (i) disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (DD&A) (or other amounts of depletion expense) included in each relevant expense caption; (ii) include certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements; (iii) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and (iv) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments

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in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements and accompanying notes.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles – Goodwill and Other – Internal -Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The update requires an entity to start capitalizing software costs when specific conditions are met and removes all references to software development project stages so that the guidance is neutral to different software development methods, including methods that entities may use to develop software in the future. ASU 2025-06 is effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact this ASU will have on potential future capitalizable software costs.

Note 3. Business Segments

The Company operates in two reportable segments: the operation of retail department stores (“retail operations”) and a general contracting construction company (“construction”).

For the Company’s retail operations segment, the Company determined its operating segments on a store by store basis. Each store’s operating performance has been aggregated into one reportable segment for financial reporting purposes because stores are similar in each of the following areas: economic characteristics, class of consumer, nature of products and distribution methods. Revenues from external customers are derived from merchandise sales, and the Company does not rely on any major customers as a source of revenue. Across all stores, the Company operates one store format under the Dillard’s name where each store offers the same general mix of merchandise with similar categories and similar customers. The Company believes that disaggregating its retail operations segment would not provide meaningful additional information.

The Company’s chief operating decision maker is the Executive Committee of the Board of Directors, which is comprised of Dillard’s Chief Executive Officer and its President. The members of Dillard’s Executive Committee use their experience in the retail industry and extensive and specific knowledge of the Dillard’s businesses when assessing segment performance and deciding how to allocate resources.

The following table summarizes the percentage of net sales by segment and major product line:


	Three Months Ended				Nine Months Ended
	November 1,		November 2,		November 1,		November 2,
	2025		2024		2025		2024
Retail operations segment:
Cosmetics	15	%	15	%	15	%	15	%
Ladies’ apparel	21		21		22		22
Ladies’ accessories and lingerie	13		13		13		13
Juniors’ and children’s apparel	10		9		10		9
Men’s apparel and accessories	18		19		19		19
Shoes	15		15		14		15
Home and furniture	3		3		3		3
	95		95		96		96
Construction segment	5		5		4		4
Total	100	%	100	%	100	%	100	%

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The following tables summarize certain segment information, including the reconciliation of those items to the Company’s consolidated operations:


	Three Months Ended November 1, 2025									Three Months Ended November 2, 2024
(in thousands of dollars)	Retail Operations			Construction			Consolidated			Retail Operations			Construction			Consolidated
Net sales from customers	$	1,400,578		$	75,801		$	1,476,379		$	1,356,240		$	77,601		$	1,433,841
Elimination of intersegment revenues		-			(7,611)			(7,611)			-			(6,832)			(6,832)
Net sales from external customers		1,400,578			68,190			1,468,768			1,356,240			70,769			1,427,009

Reconciliation of revenue
Service charges and other income		22,181			24			22,205			24,123			28			24,151
Total net sales and service charges and other income		1,422,759			68,214			1,490,973			1,380,363			70,797			1,451,160

Less: ^(a)
Cost of sales		766,661			64,982			831,643			752,760			66,553			819,313
Payroll expense ^(b)		276,042			1,911			277,953			264,762			1,648			266,410
Depreciation and amortization		44,292			83			44,375			43,976			69			44,045
Rentals		4,296			58			4,354			4,838			50			4,888
Interest and investment income		(12,987)			(303)			(13,290)			(13,904)			(211)			(14,115)
Interest and debt expense		10,214			-			10,214			9,637			-			9,637
Other segment items ^(c)		166,385			529			166,914			157,881			595			158,476
Income before income taxes	$	167,856		$	954			168,810		$	160,413		$	2,093			162,506
Income taxes								39,000									37,910
Net income							$	129,810								$	124,596

Gross margin ^(d)	$	633,917		$	3,208		$	637,125		$	603,480		$	4,216		$	607,696
Gross margin percentage		45.3	%		4.7	%		43.4	%		44.5	%		6.0	%		42.6	%

Total assets	$	4,224,600		$	73,465		$	4,298,065		$	4,053,706		$	79,356		$	4,133,062
Capital expenditures	$	30,066		$	245		$	30,311		$	28,013		$	48		$	28,061

(a)	The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

(b)	Payroll expense does not include amounts capitalized on the balance sheet or included within other expense categories.

(c)	Other segment items for each reportable segment includes:

●All selling, general and administrative expenses other than payroll expense

●Other expense

●Gain on disposal of assets

(d)	The calculation of gross margin is net sales from external customers less cost of sales.

Intersegment construction revenues of $7.6 million and $6.8 million for the three months ended November 1, 2025 and November 2, 2024, respectively, were eliminated during consolidation and have been excluded from net sales for the respective periods.

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	Nine Months Ended November 1, 2025									Nine Months Ended November 2, 2024
(in thousands of dollars)	Retail Operations			Construction			Consolidated			Retail Operations			Construction			Consolidated
Net sales from customers	$	4,315,358		$	217,164		$	4,532,522		$	4,275,314		$	214,255		$	4,489,569
Elimination of intersegment revenues		-			(21,061)			(21,061)			-			(23,571)			(23,571)
Net sales from external customers		4,315,358			196,103			4,511,461			4,275,314			190,684			4,465,998

Reconciliation of revenue
Service charges and other income		62,403			83			62,486			72,463			154			72,617
Total net sales and service charges and other income		4,377,761			196,186			4,573,947			4,347,777			190,838			4,538,615

Less: ^(a)
Cost of sales		2,462,251			186,389			2,648,640			2,425,451			182,018			2,607,469
Payroll expense ^(b)		807,713			5,347			813,060			801,808			5,425			807,233
Depreciation and amortization		133,282			237			133,519			136,240			300			136,540
Rentals		13,331			170			13,501			14,702			166			14,868
Interest and investment income		(35,234)			(746)			(35,980)			(40,746)			(671)			(41,417)
Interest and debt expense		30,625			-			30,625			29,473			-			29,473
Other segment items ^(c)		491,821			1,669			493,490			487,752			2,270			490,022
Income before income taxes	$	473,972		$	3,120			477,092		$	493,097		$	1,330			494,427
Income taxes								110,630									115,310
Net income							$	366,462								$	379,117

Gross margin ^(d)	$	1,853,107		$	9,714		$	1,862,821		$	1,849,863		$	8,666		$	1,858,529
Gross margin percentage		42.9	%		5.0	%		41.3	%		43.3	%		4.5	%		41.6	%

Total assets	$	4,224,600		$	73,465		$	4,298,065		$	4,053,706		$	79,356		$	4,133,062
Capital expenditures	$	73,527		$	311		$	73,838		$	89,046		$	101		$	89,147

(a)	The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

(b)	Payroll expense does not include amounts capitalized on the balance sheet or included within other expense categories.

(c)	Other segment items for each reportable segment includes:

●

All selling, general and administrative expenses other than payroll expense

●

Other expense

●

Gain on disposal of assets

(d)	The calculation of gross margin is net sales from external customers less cost of sales.

Intersegment construction revenues of $21.1 million and $23.6 million for the nine months ended November 1, 2025 and November 2, 2024, respectively, were eliminated during consolidation and have been excluded from net sales for the respective periods.

The retail operations segment gives rise to contract liabilities through the customer loyalty program associated with Dillard’s private label cards and through the issuances of gift cards. The customer loyalty program liability and a portion of the gift card liability are included in trade accounts payable and accrued expenses, and a portion of the gift card

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liability is included in other liabilities on the condensed consolidated balance sheets. Our retail operations segment contract liabilities are as follows:


Retail
	November 1,		February 1,		November 2,		February 3,
(in thousands of dollars)	2025		2025		2024		2024
Contract liabilities	$	63,268	$	76,667	$	67,189	$	85,227

During the nine months ended November 1, 2025 and November 2, 2024, the Company recorded $39.0 million and $47.1 million, respectively, in revenue that was previously included in the retail operations contract liability balances of $76.7 million and $85.2 million at February 1, 2025 and February 3, 2024, respectively.

Construction contracts give rise to accounts receivable, contract assets and contract liabilities. We record accounts receivable based on amounts expected to be collected from customers. We also record costs and estimated earnings in excess of billings on uncompleted contracts (contract assets) and billings in excess of costs and estimated earnings on uncompleted contracts (contract liabilities) in other current assets and trade accounts payable and accrued expenses, respectively, in the condensed consolidated balance sheets. The amounts included in the condensed consolidated balance sheets are as follows:


Construction
	November 1,		February 1,		November 2,		February 3,
(in thousands of dollars)	2025		2025		2024		2024
Accounts receivable	$	38,423	$	46,646	$	54,992	$	47,240
Costs and estimated earnings in excess of billings on uncompleted contracts		3,765		3,913		2,186		1,695
Billings in excess of costs and estimated earnings on uncompleted contracts		6,932		6,983		12,436		6,307

During the nine months ended November 1, 2025 and November 2, 2024, the Company recorded $6.8 million and $5.7 million, respectively, in revenue that was previously included in billings in excess of costs and estimated earnings on uncompleted contracts of $7.0 million and $6.3 million at February 1, 2025 and February 3, 2024, respectively.

The remaining performance obligations related to executed construction contracts totaled $92.3 million, $202.8 million and $248.8 million at November 1, 2025, February 1, 2025 and November 2, 2024, respectively.

Note 4. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the periods indicated (in thousands, except per share data).


	Three Months Ended				Nine Months Ended
	November 1,		November 2,		November 1,		November 2,
	2025		2024		2025		2024
Net income	$	129,810	$	124,596	$	366,462	$	379,117

Weighted average shares of common stock outstanding		15,613		16,111		15,669		16,191

Basic and diluted earnings per share	$	8.31	$	7.73	$	23.39	$	23.42

The Company maintains a capital structure in which common stock is the only equity security issued and outstanding, and there were no shares of preferred stock, stock options, other dilutive securities or potentially dilutive securities issued or outstanding during the three and nine months ended November 1, 2025 and November 2, 2024.

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Note 5. Commitments and Contingencies

Various legal proceedings, in the form of lawsuits and claims, which occur in the normal course of business, are pending against the Company and its subsidiaries. In the opinion of management, disposition of these matters, individually or in the aggregate, is not expected to materially affect the Company’s financial position, cash flows or results of operations.

At November 1, 2025, letters of credit totaling $25.3 million were issued under the Company’s revolving credit facility. See Note 7, Revolving Credit Agreement, for additional information.

Note 6. Benefit Plans

The Company has an unfunded, nonqualified defined benefit plan (“Pension Plan”) for its officers. The Pension Plan is noncontributory and provides benefits based on years of service and compensation during employment. Pension expense is determined using an actuarial cost method to estimate the total benefits ultimately payable to officers and allocates this cost to service periods. The actuarial assumptions used to calculate pension costs are reviewed annually. The Company contributed $2.2 million and $6.5 million to the Pension Plan during the three and nine months ended November 1, 2025, respectively, and expects to make additional contributions to the Pension Plan of approximately $2.2 million during the remainder of fiscal 2025.

The components of net periodic benefit costs are as follows:


	Three Months Ended				Nine Months Ended
	November 1,		November 2,		November 1,		November 2,
(in thousands of dollars)	2025		2024		2025		2024
Components of net periodic benefit costs:
Service cost	$	1,439	$	1,589	$	4,317	$	4,766
Interest cost		4,106		3,975		12,318		11,926
Net actuarial loss		929		2,183		2,786		6,548
Net periodic benefit costs	$	6,474	$	7,747	$	19,421	$	23,240

The service cost component of net periodic benefit costs is included in selling, general and administrative expenses, and the interest costs and net actuarial loss components are included in other expense in the condensed consolidated statements of income.

Note 7. Revolving Credit Agreement

The Company maintains a credit facility (“credit agreement”) for general corporate purposes including, among other uses, working capital financing, the issuance of letters of credit, capital expenditures and, subject to certain restrictions, the repayment of existing indebtedness and share repurchases. The credit agreement, which is secured by certain deposit accounts of the Company and certain inventory of certain subsidiaries, provides a borrowing capacity of $800 million, subject to certain limitations as outlined in the credit agreement, with a $200 million expansion option.

In March 2025, the Company amended and extended the credit agreement (the "2025 amendment"), replacing the Company’s previous amended credit agreement. The 2025 amendment continues to have the 0.10% per annum credit spread adjustment to the interest rate for term benchmark and RFR loans but reduced the applicable rate to (A) (x) 1.25% per annum in the case of term benchmark and RFR loans and (y) 0.25% per annum in the case of base rate loans when average quarterly availability is greater than or equal to 50% of the total commitments and (B) (x) 1.50% per annum in the case of term benchmark and RFR loans and (y) 0.50% per annum in the case of base rate loans when average quarterly availability is less than 50% of the total commitments. The 2025 amendment reduced the unused commitment fee to (A) 0.25% per annum when the average amount utilized is less than 50% of the total commitments and (B) 0.20% per annum when the average amount utilized is greater than or equal to 50% of the total commitments. The facility was arranged by JPMorgan Chase Bank, N.A. As long as availability exceeds $80 million and certain events of default have

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not occurred and are not continuing, there are no financial covenant requirements under the credit agreement. The credit agreement, as amended by the 2025 amendment, matures on March 12, 2030.

At November 1, 2025, no borrowings were outstanding, and letters of credit totaling $25.3 million were issued under the credit agreement leaving unutilized availability under the facility of $774.7 million.

Note 8. Stock Repurchase Programs

In May 2023, the Company’s Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to $500 million of its Class A Common Stock (“May 2023 Stock Plan”). The May 2023 Stock Plan permits the Company to repurchase its Class A Common Stock in the open market, pursuant to preset trading plans meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or through privately negotiated transactions. The May 2023 Stock Plan has no expiration date.

The following is a summary of share repurchase activity for the periods indicated (in thousands, except per share data):


	Three Months Ended				Nine Months Ended
	November 1,		November 2,		November 1,		November 2,
	2025		2024		2025		2024
Cost of shares repurchased	$	—	$	106,991	$	107,752	$	106,991
Number of shares repurchased		—		294		300		294
Average price per share	$	—	$	364.43	$	359.16	$	364.43

All repurchases of the Company’s Class A Common Stock above were made at the market price at the trade date, and all amounts paid to reacquire these shares were allocated to treasury stock. As of November 1, 2025, $165.2 million of authorization remained under the May 2023 Stock Plan.

Note 9. Income Taxes

During the three and nine months ended November 1, 2025 and November 2, 2024, income tax expense differed from what would be computed using the statutory federal income tax rate primarily due to the effects of state and local income taxes.

Note 10. Fair Value Disclosures

The estimated fair values of financial instruments presented herein have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of amounts the Company could realize in a current market exchange.

The fair value of the Company’s long-term debt and subordinated debentures are based on market prices and are categorized as Level 1 in the fair value hierarchy.

The fair value of the Company’s cash and cash equivalents and trade accounts receivable approximates their carrying values at November 1, 2025 due to the short-term maturities of these instruments. The Company’s short-term investments are recorded at amortized cost, which is consistent with the Company’s held-to-maturity classification. The fair value of the Company’s long-term debt at November 1, 2025 was approximately $336.6 million. The carrying value of the Company’s long-term debt, including current portion, at November 1, 2025 was approximately $321.6 million. The fair value of the Company’s subordinated debentures at November 1, 2025 was approximately $206.0 million. The carrying value of the Company’s subordinated debentures at November 1, 2025 was $200 million.

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Note 11. Subsequent Event

On November 20, 2025, the Company announced that its Board of Directors declared a special dividend of $30.00 per share. The dividend is payable on the Class A Common Stock and Class B Common Stock of the Company on January 5, 2026 to stockholders of record as of December 12, 2025. The Company expects to recognize federal and state income tax benefits due to a deduction related to that portion of the special dividend to be paid to the Dillard’s, Inc. Investment and Employee Stock Ownership Plan.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the condensed consolidated financial statements and the footnotes thereto included elsewhere in this report, as well as the financial and other information included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025.

EXECUTIVE OVERVIEW

Management was encouraged to see the sales strength from July continue through the third quarter, with sales up 3% compared to the prior year third quarter. The Company continued to focus on inventory control. Retail gross margin improved 80 basis points of sales compared to the prior year third quarter, and ending inventory increased 2%.

Compared to the prior third quarter, both total retail sales (which exclude construction sales) and comparable store sales increased 3%. Retail gross margin was 45.3% of sales compared to 44.5% in the prior year third quarter.

Selling, general and administrative expenses for the three months ended November 1, 2025 increased $21.5 million to $440.4 million (30.0% of sales) from $418.9 million (29.4% of sales) for the prior year third quarter. The increase was notably due to payroll and payroll-related expenses.

For the three months ended November 1, 2025, the Company reported net income of $129.8 million ($8.31 per share) compared to net income of $124.6 million ($7.73 per share) for the three months ended November 2, 2024.

Net cash provided by operating activities was $505.9 million for the nine months ended November 1, 2025 compared to $349.4 million for the prior year nine-month period, with the increase largely due to changes in income taxes payable following a federal disaster declaration which allowed the postponement of certain income tax payments.

As of November 1, 2025, the Company had working capital of $1.724 billion (including cash and cash equivalents of $1.149 billion and short-term investments of $185.2 million) and $521.6 million of total debt outstanding, including one scheduled debt maturity of $96.0 million due July 2026, $225.6 million of long-term debt and $200.0 million of subordinated debentures.

The Company operated 272 Dillard’s stores, including 28 clearance centers, and an internet store as of November 1, 2025.

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Key Performance Indicators

We use a number of key indicators of financial condition and operating performance to evaluate our business, including the following:


	Three Months Ended
	November 1,			November 2,
	2025			2024
Net sales (in millions)	$	1,468.8		$	1,427.0
Retail stores sales trend		3	%		(4)	%
Comparable retail stores sales trend		3	%		(4)	%
Gross margin (in millions)	$	637.1		$	607.7
Gross margin as a percentage of net sales		43.4	%		42.6	%
Retail gross margin as a percentage of retail net sales		45.3	%		44.5	%
Selling, general and administrative expenses as a percentage of net sales		30.0	%		29.4	%
Cash flow provided by operations (in millions)*	$	505.9		$	349.4
Total retail store count at end of period		272			273
Retail sales per square foot	$	31		$	30
Retail store inventory trend		2	%		3	%
Annualized retail merchandise inventory turnover		2.1			2.1

*Cash flow from operations data is for the nine months ended November 1, 2025 and November 2, 2024.

General

Net sales. Net sales includes merchandise sales of comparable and non-comparable stores and revenue recognized on contracts of CDI Contractors, LLC (“CDI”), the Company’s general contracting construction company. Comparable store sales includes sales for those stores which were in operation for a full period in both the most recently completed quarter and the corresponding quarter for the prior fiscal year, including our internet store. Comparable store sales excludes changes in the allowance for sales returns. Non-comparable store sales includes: sales in the current fiscal year from stores opened during the previous fiscal year before they are considered comparable stores; sales from new stores opened during the current fiscal year; sales in the previous fiscal year for stores closed during the current or previous fiscal year that are no longer considered comparable stores; sales in clearance centers; and changes in the allowance for sales returns.

Sales occur as a result of interaction with customers across multiple points of contact, creating an interdependence between in-store and online sales. Online orders are fulfilled from both fulfillment centers and retail stores. Additionally, online customers have the ability to buy online and pick up in-store. Retail in-store customers have the ability to purchase items that may be ordered and fulfilled from either a fulfillment center or another retail store location. Online customers may return orders via mail, or customers may return orders placed online to retail store locations. Customers who earn reward points under the private label credit card program may earn and redeem rewards through in-store or online purchases.

Service charges and other income. Service charges and other income includes income generated through the Company’s private label credit card portfolio alliances. These alliances include the former marketing and servicing alliance with Wells Fargo Bank, N.A. (“Wells Fargo Alliance”), which terminated in September 2024, and the Company’s new long-term marketing and servicing alliance with Citibank, N.A (“Citibank Alliance”), which replaced the Wells Fargo Alliance upon its termination. Other income includes rental income, shipping and handling fees and gift card breakage.

Cost of sales. Cost of sales includes the cost of merchandise sold (net of purchase discounts, non-specific margin maintenance allowances and merchandise margin maintenance allowances), bankcard fees, freight to the distribution centers, employee and promotional discounts, shipping to customers and direct payroll for salon personnel. Cost of sales also includes CDI contract costs, which comprise all direct material and labor costs, subcontract costs and those indirect costs related to contract performance, such as indirect labor, employee benefits and insurance program costs.

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Selling, general and administrative expenses. Selling, general and administrative expenses include buying, occupancy, selling, distribution, warehousing, store and corporate expenses (including payroll and employee benefits), insurance, employment taxes, advertising, management information systems, legal and other corporate level expenses. Buying expenses consist of payroll, employee benefits and travel for design, buying and merchandising personnel.

Depreciation and amortization. Depreciation and amortization expenses include depreciation and amortization on property and equipment.

Rentals. Rentals includes expenses for store leases, including contingent rent, data processing and other equipment rentals and office space leases.

Interest and debt (income) expense, net. Interest and debt (income) expense includes interest, net of interest income from demand deposits and short-term investments and capitalized interest, relating to the Company’s unsecured notes, subordinated debentures and commitment fees and borrowings, if any, under the Company’s credit agreement. Interest and debt expense also includes the amortization of financing costs and interest on finance lease obligations, if any.

Other expense. Other expense includes the interest cost and net actuarial loss components of net periodic benefit costs related to the Company’s unfunded, nonqualified defined benefit plan and charges related to the write off of certain deferred financing fees in connection with the amendment and extension of the Company's secured revolving credit facility, if any.

Gain on disposal of assets. Gain on disposal of assets includes the net gain or loss on the sale or disposal of property and equipment, as well as gains from insurance proceeds in excess of the cost basis of insured assets, if any.

Seasonality

Our business, like many other retailers, is subject to seasonal influences, with a significant portion of sales and income typically realized during the last quarter of our fiscal year due to the holiday season. Because of the seasonality of our business, results from any quarter are not necessarily indicative of the results that may be achieved for a full fiscal year.

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RESULTS OF OPERATIONS

The following table sets forth the results of operations as a percentage of net sales for the periods indicated (percentages may not foot due to rounding):


	Three Months Ended				Nine Months Ended
	November 1,		November 2,		November 1,		November 2,
	2025		2024		2025		2024
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Service charges and other income	1.5		1.7		1.4		1.6

	101.5		101.7		101.4		101.6

Cost of sales	56.6		57.4		58.7		58.4
Selling, general and administrative expenses	30.0		29.4		28.7		28.6
Depreciation and amortization	3.0		3.1		3.0		3.1
Rentals	0.3		0.3		0.3		0.3
Interest and debt (income) expense, net	(0.2)		(0.3)		(0.1)		(0.3)
Other expense	0.3		0.4		0.3		0.4
Gain on disposal of assets	0.0		0.0		(0.1)		0.0

Income before income taxes	11.5		11.4		10.6		11.1
Income taxes	2.7		2.7		2.5		2.6

Net income	8.8	%	8.7	%	8.1	%	8.5	%

Net Sales


	Three Months Ended
	November 1,		November 2,
(in thousands of dollars)	2025		2024		$ Change
Net sales:
Retail operations segment	$	1,400,578	$	1,356,240	$	44,338
Construction segment		68,190		70,769		(2,579)
Total net sales	$	1,468,768	$	1,427,009	$	41,759

The percent change by segment and product category in the Company’s sales for the three months ended November 1, 2025 compared to the three months ended November 2, 2024 as well as the sales percentage by segment and product category to total net sales for the three months ended November 1, 2025 are as follows:


	% Change		% of
	2025 - 2024		Net Sales
Retail operations segment
Cosmetics	1.0	%	15	%
Ladies’ apparel	4.7		21
Ladies’ accessories and lingerie	6.6		13
Juniors’ and children’s apparel	5.4		10
Men’s apparel and accessories	1.2		18
Shoes	2.3		15
Home and furniture	1.4		3
			95
Construction segment	(3.6)		5
Total			100	%

Net sales from the retail operations segment increased $44.3 million, or approximately 3%, and sales in comparable stores increased approximately 3% during the three months ended November 1, 2025 compared to the three months

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ended November 2, 2024. Sales in ladies’ accessories and lingerie, juniors’ and children’s apparel and ladies’ apparel increased significantly. Sales in shoes increased moderately, while sales in home and furniture, men’s apparel and accessories and cosmetics increased slightly.

The number of sales transactions decreased 1% for the three months ended November 1, 2025 compared to the three months ended November 2, 2024, while the average dollars per sales transaction increased 5%.

We recorded a return asset of $10.6 million and $10.5 million and an allowance for sales returns of $20.7 million and $20.2 million as of November 1, 2025 and November 2, 2024, respectively.

During the three months ended November 1, 2025, net sales from the construction segment decreased $2.6 million, or approximately 4%, compared to the three months ended November 2, 2024 due to a decrease in construction activity. The remaining performance obligations related to executed construction contracts totaled $92.3 million as of November 1, 2025, decreasing approximately 54% from February 1, 2025 and decreasing approximately 63% from November 2, 2024. We expect these remaining performance obligations to be satisfied over the next nine to eighteen months.


	Nine Months Ended
	November 1,		November 2,
(in thousands of dollars)	2025		2024		$ Change
Net sales:
Retail operations segment	$	4,315,358	$	4,275,314	$	40,044
Construction segment		196,103		190,684		5,419
Total net sales	$	4,511,461	$	4,465,998	$	45,463

The percent change by segment and product category in the Company’s sales for the nine months ended November 1, 2025 compared to the nine months ended November 2, 2024 as well as the sales percentage by segment and product category to total net sales for the nine months ended November 1, 2025 are as follows:


	% Change		% of
	2025 - 2024		Net Sales
Retail operations segment
Cosmetics	(0.8)	%	15	%
Ladies’ apparel	0.7		22
Ladies’ accessories and lingerie	3.1		13
Juniors’ and children’s apparel	4.7		10
Men’s apparel and accessories	0.6		19
Shoes	(0.3)		14
Home and furniture	(1.8)		3
			96
Construction segment	2.8		4
Total			100	%

Net sales from the retail operations segment increased $40.0 million, or approximately 1%, and sales in comparable stores increased 1% during the nine months ended November 1, 2025 compared to the nine months ended November 2, 2024. Sales in juniors’ and children’s apparel increased significantly, while sales in ladies’ accessories and lingerie increased moderately. Sales in ladies’ apparel and men’s apparel and accessories increased slightly. Sales in shoes remained essentially flat. Sales in cosmetics decreased slightly, while sales in home and furniture decreased moderately.

The number of sales transactions decreased 2% for the nine months ended November 1, 2025 compared to the nine months ended November 2, 2024, while the average dollars per sales transaction increased 3%.

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During the nine months ended November 1, 2025, net sales from the construction segment increased $5.4 million, or approximately 3%, compared to the nine months ended November 2, 2024 due to an increase in construction activity.

Service Charges and Other Income


									Three		Nine
	Three Months Ended				Nine Months Ended				Months		Months
	November 1,		November 2,		November 1,		November 2,		$ Change		$ Change
(in thousands of dollars)	2025		2024		2025		2024		2025 - 2024		2025 - 2024
Service charges and other income:
Retail operations segment
Income from the Citibank Alliance and former Wells Fargo Alliance	$	11,289	$	13,285	$	28,459	$	37,642	$	(1,996)	$	(9,183)
Shipping and handling income		7,931		7,723		24,257		25,356		208		(1,099)
Other		2,961		3,115		9,687		9,465		(154)		222
		22,181		24,123		62,403		72,463		(1,942)		(10,060)
Construction segment		24		28		83		154		(4)		(71)
Total service charges and other income	$	22,205	$	24,151	$	62,486	$	72,617	$	(1,946)	$	(10,131)

Service charges and other income includes the income from the Citibank Alliance and former Wells Fargo Alliance. Income from the alliances decreased $2.0 million for the three months ended November 1, 2025 compared to the three months ended November 2, 2024, primarily from decreases in finance charges and late fees mainly resulting from lower average net receivables. Income from the alliances decreased $9.2 million for the nine months ended November 1, 2025 compared to the nine months ended November 2, 2024, primarily from (a) decreases in finance charges and late fees mainly resulting from lower average net receivables and (b) increases in credit losses.

While future cash flows under the Citibank Alliance are difficult to predict, the Company expects income from this new alliance to initially be less than historical earnings from the Wells Fargo Alliance. The extent to which future cash flows will vary over the term of the new program from historical cash flows cannot be reasonably estimated at this time.

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Gross Margin


	November 1,		November 2,
(in thousands of dollars)	2025		2024		$ Change		% Change
Gross margin:
Three months ended
Retail operations segment	$	633,917	$	603,480	$	30,437	5.0	%
Construction segment		3,208		4,216		(1,008)	(23.9)
Total gross margin	$	637,125	$	607,696	$	29,429	4.8	%

Nine months ended
Retail operations segment	$	1,853,107	$	1,849,863	$	3,244	0.2	%
Construction segment		9,714		8,666		1,048	12.1
Total gross margin	$	1,862,821	$	1,858,529	$	4,292	0.2	%


	Three Months Ended				Nine Months Ended
	November 1,		November 2,		November 1,		November 2,
	2025		2024		2025		2024
Gross margin as a percentage of segment net sales:
Retail operations segment	45.3	%	44.5	%	42.9	%	43.3	%
Construction segment	4.7		6.0		5.0		4.5
Total gross margin as a percentage of net sales	43.4		42.6		41.3		41.6

Gross margin, as a percentage of sales, increased to 43.4% from 42.6% during the three months ended November 1, 2025 compared to the three months ended November 2, 2024.

Gross margin from retail operations, as a percentage of sales, increased to 45.3% from 44.5% during the three months ended November 1, 2025 compared to the three months ended November 2, 2024. Gross margin increased moderately in ladies’ accessories and lingerie and shoes, while gross margin in home and furniture and men’s apparel and accessories increased slightly. Gross margin was essentially unchanged in all other product categories.

Gross margin, as a percentage of sales, decreased to 41.3% from 41.6% during the nine months ended November 1, 2025 compared to the nine months ended November 2, 2024.

Gross margin from retail operations, as a percentage of sales, decreased to 42.9% from 43.3% during the nine months ended November 1, 2025 compared to the nine months ended November 2, 2024. Gross margin decreased moderately in ladies’ apparel and increased slightly in shoes and ladies’ accessories and lingerie. Gross margin was essentially unchanged in all other product categories.

Total inventory increased 2% at November 1, 2025 compared to November 2, 2024. A 1% change in the dollar amount of markdowns would have impacted net income by approximately $1 million and $5 million for the three and nine months ended November 1, 2025, respectively.

The Company is closely monitoring inflation and potential trade restrictions, including tariffs, which pose a risk to our operations. The extent of the impact on the Company's financial performance will depend on the effectiveness of our ongoing initiatives to manage these fluctuating costs.

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Selling, General and Administrative Expenses (“SG&A”)


	November 1,		November 2,
(in thousands of dollars)	2025		2024		$ Change		% Change
SG&A:
Three months ended
Retail operations segment	$	437,962	$	416,652	$	21,310	5.1	%
Construction segment		2,447		2,247		200	8.9
Total SG&A	$	440,409	$	418,899	$	21,510	5.1	%

Nine months ended
Retail operations segment	$	1,289,228	$	1,271,508	$	17,720	1.4	%
Construction segment		7,036		7,724		(688)	(8.9)
Total SG&A	$	1,296,264	$	1,279,232	$	17,032	1.3	%


	Three Months Ended				Nine Months Ended
	November 1,		November 2,		November 1,		November 2,
	2025		2024		2025		2024
SG&A as a percentage of segment net sales:
Retail operations segment	31.3	%	30.7	%	29.9	%	29.7	%
Construction segment	3.6		3.2		3.6		4.1
Total SG&A as a percentage of net sales	30.0		29.4		28.7		28.6

SG&A increased to 30.0% of sales during the three months ended November 1, 2025 from 29.4% of sales during the three months ended November 2, 2024, increasing $21.5 million in total dollars. SG&A from retail operations increased to 31.3% of sales for the three months ended November 1, 2025 from 30.7% of sales for the three months ended November 2, 2024, increasing $21.3 million in total dollars.

During the three months ended November 1, 2025 and November 2, 2024, payroll and payroll-related expenses were $311.4 million and $298.5 million, respectively, increasing $12.9 million.

SG&A increased to 28.7% of sales during the nine months ended November 1, 2025 from 28.6% of sales during the nine months ended November 2, 2024, increasing $17.0 million in total dollars. SG&A from retail operations increased to 29.9% of sales for the nine months ended November 1, 2025 from 29.7% of sales for the nine months ended November 2, 2024, increasing $17.7 million in total dollars.

During the nine months ended November 1, 2025 and November 2, 2024, payroll and payroll-related expenses were $912.8 million and $905.0 million, respectively, increasing $7.8 million. The increase in SG&A was also attributed to an $8.2 million increase in services purchased during the nine-month period.

The Company plans to continue its focus of aligning expenses with sales performance.

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Interest and Debt (Income) Expense, Net


	November 1,		November 2,
(in thousands of dollars)	2025		2024		$ Change		% Change
Interest and debt (income) expense, net:
Three months ended
Retail operations segment	$	(2,773)	$	(4,267)	$	1,494	(35.0)	%
Construction segment		(303)		(211)		(92)	43.6
Total interest and debt (income) expense, net	$	(3,076)	$	(4,478)	$	1,402	(31.3)	%

Nine months ended
Retail operations segment	$	(4,609)	$	(11,273)	$	6,664	(59.1)	%
Construction segment		(746)		(671)		(75)	11.2
Total interest and debt (income) expense, net	$	(5,355)	$	(11,944)	$	6,589	(55.2)	%

Net interest and debt income decreased $1.4 million and $6.6 million during the three and nine months ended November 1, 2025 compared to the three and nine months ended November 2, 2024, primarily due to a decrease in interest income and capitalized interest. Interest income was $13.3 million and $14.1 million for the three months ended November 1, 2025 and November 2, 2024, respectively. Interest income was $36.0 million and $41.4 million for the nine months ended November 1, 2025 and November 2, 2024, respectively.

Other Expense


	November 1,		November 2,
(in thousands of dollars)	2025		2024		$ Change		% Change
Other expense:
Three months ended
Retail operations segment	$	5,035	$	6,158	$	(1,123)	(18.2)	%
Construction segment		—		—		—	—
Total other expense	$	5,035	$	6,158	$	(1,123)	(18.2)	%

Nine months ended
Retail operations segment	$	15,763	$	18,474	$	(2,711)	(14.7)	%
Construction segment		—		—		—	—
Total other expense	$	15,763	$	18,474	$	(2,711)	(14.7)	%

Other expense decreased $1.1 million and $2.7 million during the three and nine months ended November 1, 2025 compared to the three and nine months ended November 2, 2024, respectively, primarily due to a decrease in the amortization of the net actuarial loss related to the Company’s Pension Plan.

Gain on Disposal of Assets


	November 1,		November 2,
(in thousands of dollars)	2025		2024			$ Change
Gain on disposal of assets:
Three months ended
Retail operations segment	$	(570)	$	(167)	$	(403)
Construction segment		(7)		(4)		(3)
Total gain on disposal of assets	$	(577)	$	(171)	$	(406)

Nine months ended
Retail operations segment	$	(5,457)	$	(422)	$	(5,035)
Construction segment		(20)		(29)		9
Total gain on disposal of assets	$	(5,477)	$	(451)	$	(5,026)

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During the nine months ended November 1, 2025, the Company received proceeds of $7.6 million primarily from the sale of four properties, resulting in a gain of $5.5 million that was recorded in gain on disposal of assets.

Income Taxes

The Company’s estimated federal and state effective income tax rate was approximately 23.1% and 23.3% for the three months ended November 1, 2025 and November 2, 2024, respectively. The Company’s estimated federal and state effective income tax rate was approximately 23.2% and 23.3% for the nine months ended November 1, 2025 and November 2, 2024, respectively. During the three and nine months ended November 1, 2025 and November 2, 2024, income tax expense differed from what would be computed using the statutory federal income tax rate primarily due to the effects of state and local income taxes.

The Company expects the fiscal 2025 federal and state effective income tax rate to approximate 19%. This rate includes expected federal and state income tax benefits due to a deduction related to that portion of the special dividend of $30.00 per share to be paid to the Dillard’s, Inc. Investment and Employee Stock Ownership Plan. This rate may change if results of operations for fiscal 2025 differ from management’s current expectations. Changes in the Company’s assumptions and judgments can materially affect amounts recognized in the condensed consolidated financial statements.

On July 4, 2025, H.R.1 - One Big Beautiful Bill Act (Public Law No. 119-21) was signed into law. Notable provisions include restoration of 100% bonus depreciation, full expensing of domestic research expenditures, and modifications to interest expense limitations and charitable contribution deduction thresholds. Accounting Standards Codification §740, Accounting for Income Taxes, requires recognition of the effects of changes in tax law during the period of enactment. The effects of these provisions did not have, and are not expected to have, a material impact on the Company’s financial results.

FINANCIAL CONDITION

A summary of net cash flows for the nine months ended November 1, 2025 and November 2, 2024 follows:


	Nine Months Ended
	November 1,		November 2,
(in thousands of dollars)	2025		2024		$ Change
Operating activities	$	505,855	$	349,434	$	156,421
Investing activities		48,388		(60,162)		108,550
Financing activities		(122,896)		(117,167)		(5,729)
Total Increase in Cash and Cash Equivalents	$	431,347	$	172,105	$	259,242

Net cash flows from operations increased $156.4 million during the nine months ended November 1, 2025 compared to the nine months ended November 2, 2024. This increase was primarily due to changes in working capital items, notably changes in income taxes payable. Following the disaster declaration issued by the Federal Emergency Management Agency related to the severe storms, tornadoes and flooding that began on April 2, 2025 in the State of Arkansas, the Internal Revenue Service was permitted to and did postpone certain tax-filing and tax-payment deadlines for taxpayers who reside or have a business in the disaster area. As a result, the Company’s tax payment deadline was extended to November 3, 2025.

Wells Fargo Bank, N.A. (“Wells Fargo”) previously owned and managed Dillard’s private label credit cards, including credit cards co-branded with American Express under the Wells Fargo Alliance. In January 2024, the Company announced that it entered into a new agreement with Citibank, N.A. (“Citi”) to provide the private label credit card program for Dillard’s customers under the Citibank Alliance, replacing the existing credit card program under the

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Wells Fargo Alliance upon its termination in September 2024. The new program launched on August 19, 2024 for new Dillard’s credit applicants. Existing accounts transferred from Wells Fargo to Citi on September 16, 2024. The term of the new Citi agreement is 10 years with automatic extensions for successive two-year terms unless the agreement is terminated by either party in accordance with the terms and conditions of the agreement.

Under the Citibank Alliance, Citi establishes, owns and manages Dillard’s private label credit cards, including the new co-branded Mastercard Incorporated card (“Mastercard,” collectively, the “private label cards”). The new co-branded Mastercard replaced the previous co-branded card. Citi retains the benefits and risks associated with the ownership of the private label card accounts, provides key customer service functions, including new account openings, transaction authorization, billing adjustments and customer inquiries, receives the finance charge income and incurs the bad debts associated with those accounts.

Pursuant to the Citibank Alliance, we receive on-going cash compensation from Citi based upon the portfolio’s earnings. The compensation received from the portfolio is determined monthly and has no recourse provisions. The Company recognized income of $28.5 million and $37.6 million from the Citibank Alliance and the former Wells Fargo Alliance during the nine months ended November 1, 2025 and November 2, 2024, respectively.

While future cash flows under the new program are difficult to predict, the Company expects cash flows from the new program to initially be less than historical cash flows from the Wells Fargo Alliance. The extent to which future cash flows will vary over the term of the new program from historical cash flows cannot be reasonably estimated at this time. Any material decrease could adversely affect our operating results and cash flows.

Capital expenditures were $73.8 million and $89.1 million for the nine months ended November 1, 2025 and November 2, 2024, respectively. The capital expenditures were primarily related to equipment purchases, the continued construction of new stores and the remodeling of existing stores. During the nine months ended November 2, 2024, the Company opened a new location at The Empire Mall in Sioux Falls, South Dakota (140,000 square feet) marking its 30th state of operation.

In November 2025, the Company announced the upcoming closure of its store at The Shops at Willow Bend in Plano, Texas (240,000 square feet). The store was sold in November 2025 and is expected to cease operating in January 2026. There are no material costs associated or expected with this store closure. We remain committed to closing stores where appropriate and may incur future closing costs related to such stores when they close.

During the nine months ended November 1, 2025 and November 2, 2024, the Company purchased certain treasury bills for $396.3 million and $422.4 million, respectively, that are classified as short-term investments. During the nine months ended November 1, 2025 and November 2, 2024, the Company received proceeds of $543.7 million and $450.9 million, respectively, related to maturities of these short-term investments.

During the nine months ended November 1, 2025, the Company contributed $34.3 million to its mall joint ventures, recording the investments in other assets on the Company’s condensed consolidated balance sheet.

The Company had cash and cash equivalents of $1.149 billion as of November 1, 2025. The Company maintains a credit facility (“credit agreement”) for general corporate purposes including, among other uses, working capital financing, the issuance of letters of credit, capital expenditures and, subject to certain restrictions, the repayment of existing indebtedness and share repurchases. The credit agreement is secured by certain deposit accounts of the Company and certain inventory of certain subsidiaries and provides a borrowing capacity of $800 million, subject to certain limitations as outlined in the credit agreement, with a $200 million expansion option.

In March 2025, the Company amended the credit agreement (the “2025 amendment”). See Note 7, Revolving Credit Agreement, in the “Notes to Condensed Consolidated Financial Statements,” in Part I, Item 1 hereof for additional information. During the nine months ended November 1, 2025, the Company paid $3.3 million in issuance costs related

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to the 2025 amendment, which were recorded in other assets on the condensed consolidated balance sheet. At November 1, 2025, no borrowings were outstanding, and letters of credit totaling $25.3 million were issued under the credit agreement leaving unutilized availability of $774.7 million.

During the nine months ended November 1, 2025, the Company repurchased 0.3 million shares of Class A Common Stock at an average price of $359.16 per share for $107.8 million under the Company’s stock repurchase plan. During the nine months ended November 2, 2024, the Company repurchased 0.3 million shares of Class A Common Stock at an average price of $364.43 per share for $107.0 million (including the accrual of $2.0 million of share repurchases that had not settled as of November 2, 2024) under the Company’s stock repurchase plan. As of November 1, 2025, $165.2 million of authorization remained under the Company’s open stock repurchase plan. The ultimate disposition of the repurchased stock has not been determined. See Note 8, Stock Repurchase Programs, in the “Notes to Condensed Consolidated Financial Statements,” in Part I, Item 1 hereof for additional information. During the nine months ended November 1, 2025 and November 2, 2024, the Company accrued $1.1 million of excise tax in each period related to its share repurchase program as an additional cost of treasury shares.

The Company expects to finance its operations in the short-term and long-term from cash on hand, cash flows generated from operations and, if necessary, utilization of the credit facility. Depending upon our actual and anticipated sources and uses of liquidity, the Company will from time to time consider other possible financing transactions, the proceeds of which could be used to fund working capital or for other corporate purposes.

There have been no material changes in the information set forth under the caption “Commercial Commitments” in Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations, in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025.

OFF-BALANCE-SHEET ARRANGEMENTS

The Company has not created, and is not party to, any special-purpose entities or off-balance-sheet arrangements for the purpose of raising capital, incurring debt or operating the Company’s business. The Company does not have any off-balance-sheet arrangements or relationships that are reasonably likely to materially affect the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or the availability of capital resources.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company evaluates its estimates and judgments on an ongoing basis and predicates those estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances. Since future events and their effects cannot be determined with absolute certainty, actual results could differ from those estimates. For further information on our critical accounting policies and estimates, see “Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the notes to our audited financial statements included in our Annual Report on Form 10-K for the year ended February 1, 2025. As of November 1, 2025, there have been no material changes to these critical accounting policies and estimates.

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NEW ACCOUNTING STANDARDS

For information with respect to new accounting pronouncements and the impact of these pronouncements on our condensed consolidated financial statements, see Note 2, Accounting Standards, in the “Notes to Condensed Consolidated Financial Statements,” in Part I, Item 1 hereof.

FORWARD-LOOKING INFORMATION

This report contains certain forward-looking statements. The following are or may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995: (a) statements including words such as “may,” “will,” “could,” “should,” “believe,” “expect,” “future,” “potential,” “anticipate,” “intend,” “plan,” “estimate,” “continue,” or the negative or other variations thereof; (b) statements regarding matters that are not historical facts; and (c) statements about the Company’s future occurrences, plans and objectives, including statements regarding management’s expectations and forecasts for the remainder of fiscal 2025 and beyond, statements regarding future income and cash flows from our new credit program with Citi, statements concerning the opening of new stores or the closing of existing stores, statements concerning sources of liquidity, statements concerning share repurchases, statements concerning pension contributions, statements regarding the impacts of inflation, trade restrictions, including tariffs, and the effectiveness of our ongoing initiatives to manage such costs, statements regarding expense management and statements concerning estimated taxes. The Company cautions that forward-looking statements contained in this report are based on estimates, projections, beliefs and assumptions of management and information available to management at the time of such statements and are not guarantees of future performance. The Company disclaims any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information or otherwise. Forward-looking statements of the Company involve risks and uncertainties and are subject to change based on various important factors. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements made by the Company and its management as a result of a number of risks, uncertainties and assumptions. Representative examples of those factors include (without limitation) general retail industry conditions and macro-economic conditions including inflation, economic recession and changes in traffic at malls and shopping centers; economic and weather conditions for regions in which the Company’s stores are located and the effect of these factors on the buying patterns of the Company’s customers, including the effect of changes in prices and availability of oil and natural gas; the availability of and interest rates on consumer credit; the impact of competitive pressures in the department store industry and other retail channels including specialty, off-price, discount and Internet retailers; changes in the Company’s ability to meet labor needs amid nationwide labor shortages and an intense competition for talent; changes in consumer spending patterns, debt levels and their ability to meet credit obligations; high levels of unemployment; changes in tax legislation; trade disputes and changes in trade policies including the imposition (or threat) of new or increased duties, taxes, tariffs and other charges impacting our products or supply chain; changes in legislation and governmental regulations; adequate and stable availability and pricing of materials, production facilities and labor from which the Company sources its merchandise; changes in operating expenses, including employee wages, commission structures and related benefits; system failures or data security breaches; possible future acquisitions of store properties from other department store operators; the continued availability of financing in amounts and at the terms necessary to support the Company’s future business; fluctuations in SOFR and other base borrowing rates; potential disruption from terrorist activity and the effect on ongoing consumer confidence; epidemic, pandemic or public health issues and their effects on public health, our supply chain, the health and well-being of our employees and customers and the retail industry in general; potential disruption of international trade and supply chain efficiencies; global conflicts (including the ongoing conflicts in the Middle East and Ukraine) and the possible impact on consumer spending patterns and other economic and demographic changes of similar or dissimilar nature, and other risks and uncertainties, including those detailed from time to time in our periodic reports filed with the Securities and Exchange Commission, particularly those set forth under the caption “Item 1A, Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in the information set forth under the caption “Item 7A-Quantitative and Qualitative Disclosures about Market Risk” in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025.

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Item 4. Controls and Procedures.

The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). The Company’s management, with the participation of our Principal Executive Officer and Co-Principal Financial Officers, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the fiscal quarter covered by this quarterly report, and based on that evaluation, the Company’s Principal Executive Officer and Co-Principal Financial Officers have concluded that these disclosure controls and procedures were effective.

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended November 1, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, the Company is involved in litigation relating to claims arising out of the Company’s operations in the normal course of business. This may include litigation with customers, employment related lawsuits, class action lawsuits, purported class action lawsuits and actions brought by governmental authorities. As of December 5, 2025, the Company is not a party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s business, results of operations, financial condition or cash flows.

Item 1A. Risk Factors.

There have been no material changes in the information set forth under the caption “Item 1A-Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(c)	Purchases of Equity Securities

Issuer Purchases of Equity Securities



				(c) Total Number of Shares	(d) Approximate Dollar Value of
				Purchased as Part	Shares that May
	(a) Total Number			of Publicly	Yet Be Purchased
	of Shares	(b) Average Price		Announced Plans	Under the Plans
Period	Purchased	Paid per Share		or Programs	or Programs
August 3, 2025 through August 30, 2025	—	$	—	—	$	165,215,709
August 31, 2025 through October 4, 2025	—		—	—		165,215,709
October 5, 2025 through November 1, 2025	—		—	—		165,215,709
Total	—	$	—	—	$	165,215,709

In May 2023, the Company’s Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to $500 million of its Class A Common Stock under an open-ended plan (“May 2023 Stock Plan”). During the three months ended November 1, 2025, the Company repurchased no shares under its stock repurchase plan. As of November 1, 2025, $165.2 million of authorization remained under the May 2023 Stock Plan.

Reference is made to the discussion in Note 8, Stock Repurchase Programs, in the “Notes to Condensed Consolidated Financial Statements” in Part I, Item 1 of this Quarterly Report on Form 10-Q, which information is incorporated by reference herein.

Item 5. Other Information.

(c) During the three months ended November 1, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934) adopted or terminated 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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Item 6. Exhibits.

Number		Description
2.1*		Plan of Conversion (Exhibit 2.1 to Form 8-K dated as of August 20, 2025, File No. 1-6140).

3.1*		Certificate of Formation of Dillard’s, Inc. (Exhibit 3.1 to Form 8-K dated as of August 20, 2025, File No. 1-6140).

3.2*		Bylaws of Dillard’s, Inc. (Exhibit 3.2 to Form 8-K dated as of August 20, 2025, File No. 1-6140).

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Co-Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.3		Certification of Co-Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

32.2		Certification of Co-Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

32.3		Certification of Co-Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Incorporated by reference as indicated.

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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 thereunto duly authorized.

		DILLARD’S, INC.
		(Registrant)


Date:	December 5, 2025	/s/ Phillip R. Watts
		Phillip R. Watts
		Senior Vice President, Co-Principal Financial Officer and Principal Accounting Officer

		/s/ Chris B. Johnson
		Chris B. Johnson
		Senior Vice President and Co-Principal Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

How did Dillard's (DDS) perform financially in the third quarter of 2025?

For the quarter ended November 1, 2025, Dillard’s reported net sales of $1.4688 billion versus $1.4270 billion a year earlier and net income of $129.8 million versus $124.6 million. Earnings per share were $8.31, up from $7.73.

What were Dillard's key sales and margin trends in Q3 2025?

Comparable retail store sales increased 3%, and total retail sales (excluding construction) also rose 3%. Total gross margin improved to 43.4% of net sales from 42.6%, while retail gross margin increased to 45.3% from 44.5%, reflecting better merchandise profitability.

What special dividend did Dillard's (DDS) announce and when will it be paid?

On November 20, 2025, the board declared a special dividend of $30.00 per share on both Class A and Class B common stock. It is payable on January 5, 2026 to stockholders of record as of December 12, 2025.

What is Dillard's current cash position and debt level?

As of November 1, 2025, Dillard’s held $1.149 billion in cash and cash equivalents and $185.2 million in short-term investments. Total debt was $521.6 million, including $96.0 million due in July 2026, $225.6 million of long-term debt and $200.0 million of subordinated debentures.

How much cash did Dillard's generate from operations in the first nine months of 2025?

Net cash provided by operating activities for the nine months ended November 1, 2025 was $505.9 million, up from $349.4 million in the prior-year period. The increase was largely due to changes in income taxes payable and other working capital items.

What are Dillard's share repurchase activities and remaining authorization?

Under the May 2023 stock repurchase program, Dillard’s repurchased 0.3 million Class A shares for $107.8 million during the nine months ended November 1, 2025, at an average price of $359.16. As of that date, $165.2 million of authorization remained.

What credit facility does Dillard's have in place and how much is available?

Dillard’s has a secured revolving credit agreement with $800 million of borrowing capacity and a $200 million expansion option, maturing on March 12, 2030. As of November 1, 2025, there were no borrowings and $25.3 million of letters of credit outstanding, leaving $774.7 million of availability.

Dillard’s (NYSE: DDS) Q3 shows margin gains, strong cash and $30 special dividend

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FAQ

How did Dillard's (DDS) perform financially in the third quarter of 2025?

What were Dillard's key sales and margin trends in Q3 2025?

What special dividend did Dillard's (DDS) announce and when will it be paid?

What is Dillard's current cash position and debt level?

How much cash did Dillard's generate from operations in the first nine months of 2025?

What are Dillard's share repurchase activities and remaining authorization?

What credit facility does Dillard's have in place and how much is available?

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Dillard’s (NYSE: DDS) Q3 shows margin gains, strong cash and $30 special dividend

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FAQ

How did Dillard's (DDS) perform financially in the third quarter of 2025?

What were Dillard's key sales and margin trends in Q3 2025?

What special dividend did Dillard's (DDS) announce and when will it be paid?

What is Dillard's current cash position and debt level?

How much cash did Dillard's generate from operations in the first nine months of 2025?

What are Dillard's share repurchase activities and remaining authorization?

What credit facility does Dillard's have in place and how much is available?

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