[Form 4] Dillards Inc. Insider Trading Activity

Rhea-AI Filing Summary

William T. Dillard II filed a Form 4 reporting changes in his beneficial ownership of Dillard's, Inc. (DDS). The report shows a transaction dated 09/08/2025 in which 81 shares of Class A common stock were disposed (reported at price $0). Following the reported transactions the filing shows 896,954 shares held directly and additional indirect holdings: 41,496 shares held by W.D. Company, Inc. (of which he owns 27.4% and serves as director/officer) and 7,300 shares held as Trustee of a GST Trust. W.D. Company, Inc. also holds 3,985,776 Class B shares convertible one-for-one into Class A shares. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest. The form is signed 09/09/2025.

Insights

Securities Analyst

TL;DR: Small reported disposition (81 shares) amid substantial indirect holdings via W.D. Company, Inc.

The Form 4 documents a minor disposal of 81 Class A shares on 09/08/2025 while confirming meaningful aggregate ownership through both direct holdings (896,954 shares) and indirect holdings via W.D. Company, Inc. and a GST Trust. The filing highlights that W.D. Company, Inc. holds 3,985,776 Class B shares convertible one-for-one, which increases the potential economic exposure if converted. The reporting person also disclaims beneficial ownership except for pecuniary interest, a typical legal clarification for indirect holdings. Overall, the transaction reported is immaterial in size relative to the total holdings disclosed.

Corporate Governance Expert

TL;DR: Insider remains a significant affiliated owner and company officer despite a de minimis sale.

The filing reiterates that William T. Dillard II is both CEO and Chairman and reports substantial indirect influence through a 27.4% stake in W.D. Company, Inc., which itself owns millions of Class B shares convertible into Class A. The 81-share disposition is negligible and does not alter control dynamics. The disclaimer of beneficial ownership except for pecuniary interest is standard when shares are held through entities or trusts. No changes to officer/director status are reported.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DILLARD WILLIAM T II

(Last) (First) (Middle)

1600 CANTRELL RD

(Street)

LITTLE ROCK AR 72201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DILLARD'S, INC. [ DDS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, CHAIRMAN OF BOARD

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Class A	09/08/2025		G		81	D	$0	896,954	D
Common Class A - Retirement Plan								0	D
Common Class A								41,496(1)	I	See Footnote(1)
Common Class A								7,300(2)	I	See Footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares are held by W.D. Company, Inc. The reporting person owns 27.4% of W.D. Company, Inc. and is one of its directors and officers. W. D. Company, Inc. also holds 3,985,776 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock on a one-for-one basis.

2. Trustee of GST Trust

Remarks:

The reporting person disclaims beneficial ownership of the shares reported herein as indirectly beneficially owned, except to the extent of his pecuniary interest therein.

	/s/ William T. Dillard II	09/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did William T. Dillard II report on Form 4 for DDS?

The Form 4 reports a disposition of 81 shares of Class A common stock on 09/08/2025 (price shown as $0).

How many Dillard's (DDS) shares does William T. Dillard II directly own after the transaction?

The filing shows 896,954 shares held directly following the reported transaction.

Does William T. Dillard II have indirect holdings in DDS?

Yes. He owns 27.4% of W.D. Company, Inc., which holds 3,985,776 Class B shares convertible one-for-one into Class A shares, plus 41,496 shares reported as held by W.D. Company, Inc., and 7,300 shares as Trustee of a GST Trust.

What officer and director roles does the reporting person hold at Dillard's?

The reporting person is listed as CEO and Chairman of the Board and is also identified as a director.

When was the Form 4 signed?

The form is signed by William T. Dillard II on 09/09/2025.