[Form 4] Dillards Inc. Insider Trading Activity

Rhea-AI Filing Summary

Dillard’s, Inc. (DDS) – Form 4 insider filing

On 24 June 2025, Chairman & CEO William T. Dillard II reported a bona-fide gift (SEC code G) of 5,000 Class A common shares. The transaction carried a stated price of $0, confirming no sale proceeds were received.

Following the transaction, Mr. Dillard’s ownership is as follows:

• Direct: 896,892 Class A shares
• Retirement plan: 82 Class A shares
• Indirect: 41,496 shares via W.D. Company, Inc.⁽¹⁾ and 7,300 shares as trustee of the GST Trust⁽²⁾

The gifted amount reduced his direct holdings by roughly 0.6 % (5,000 ÷ 901,892 prior shares). No derivatives or option activity was reported, and the filing contains the customary disclaimer that the insider disclaims beneficial ownership of indirectly held shares except for his pecuniary interest.

No cash sales, purchases, or new derivative grants were disclosed; therefore, the filing does not materially alter the company’s capital structure or insider ownership profile.

Insights

Securities Analyst

TL;DR: Routine gift of 5k DDS shares; negligible impact on ownership or market.

Form 4 shows William T. Dillard II gifted 5,000 shares, a standard estate-planning move. His remaining direct stake (896.9k shares) still equals ~6 % of Class A float, signalling continued alignment with shareholders. No sale proceeds, no indication of negative sentiment. Transaction is immaterial to DDS’s float and earnings per share; thus, market impact is expected to be neutral.

Corporate Governance Expert

TL;DR: Insider’s gift signals estate planning; corporate control unchanged.

The filing reflects adherence to Section 16 reporting and transparent disclosure of indirect holdings. Code G confirms a bona-fide gift rather than a disposal for consideration, so no governance red flags arise. The CEO still controls nearly 900k direct shares plus substantial indirect exposure via W.D. Company and trust vehicles, preserving his influence over board decisions. Overall governance posture unaffected.

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
Estimated average burden
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)
06/24/2025

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	06/24/2025		G		5,000	D	$0	896,892	D
Common Class A - Retirement Plan								82	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	06/25/2025
	** 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

How many DDS shares did CEO William T. Dillard II transfer on 24 June 2025?

He gifted 5,000 Class A shares with no cash consideration.

What SEC transaction code is shown in the Form 4 for DDS?

The filing lists transaction code G, indicating a bona-fide gift.

How many DDS shares does Mr. Dillard own after the gift?

He holds 896,892 shares directly, plus 48,796 shares indirectly (41,496 via W.D. Company and 7,300 via GST Trust) and 82 in a retirement plan.

Did the Form 4 report any option exercises or derivative activity?

No. Table II shows no derivative securities acquired or disposed.

Is this Form 4 likely to impact Dillard’s share price?

Given the small size (0.6 % of his direct stake) and gift nature, the market impact is expected to be neutral.