[Form 4] Dillards Inc. Insider Trading Activity

Rhea-AI Filing Summary

Mike Dillard, a Director and Executive Vice President of Dillard's, Inc. (DDS), reported an acquisition on 08/25/2025. He purchased 12 shares of Class A Common Stock at $533.45 per share. After the transaction he directly beneficially owns 536,965 shares. The filing also reports 41,496 shares held indirectly through W.D. Company, Inc. (of which he owns 26.3% and serves as a director and officer) and 7,300 shares held indirectly as Trustee of a GST Trust. The filing notes W.D. Company, Inc. holds 3,985,776 Class B shares convertible one-for-one to Class A.

Positive

• Insider purchase reported: acquisition of 12 Class A shares at $533.45
• Significant direct stake: reporting person holds 536,965 Class A shares directly
• Transparent disclosure of indirect holdings and convertible Class B shares held by W.D. Company, Inc.

Negative

• Small transaction size: purchase of 12 shares is immaterial relative to total holdings and may not signal material change
• Disclaimer of beneficial ownership limits interpretation of control from the indirect holdings disclosure

Insights

Securities Analyst

TL;DR: A small direct purchase by an insider increases his direct stake; indirect holdings and convertible Class B shares add broader exposure.

The 12-share purchase at $533.45 is a clearly disclosed, routine Section 16 transaction and represents a modest incremental increase to Mr. Dillard's direct stake of 536,965 Class A shares. Material exposure is larger via indirect holdings: he owns 26.3% of W.D. Company, Inc., which holds 3,985,776 Class B shares convertible one-for-one into Class A shares, and he holds 7,300 shares indirectly as Trustee of a GST Trust. The filing includes the standard disclaimer that he disclaims beneficial ownership except for pecuniary interest.

Corporate Governance Expert

TL;DR: Disclosure is complete and follows Section 16 conventions; conversion rights of Class B shares increase effective potential ownership.

The Form 4 properly identifies the reporting persons roles and relationships and discloses both direct and indirect holdings. Notably, W.D. Company, Inc.s holding of 3,985,776 Class B shares convertible one-for-one to Class A stock is disclosed, which is important for assessing potential dilution or shifts in voting/ownership if conversion occurs. The filing includes an express disclaimer of beneficial ownership apart from pecuniary interest, which is typical but relevant to governance analysis.

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 MIKE

(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)
	EXECUTIVE VICE PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		A		12	A	$533.45	536,965	D
Common Class A								41,496	I	See Footnote(1)
Common Class A								7,300	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 26.3% 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/ Mike Dillard	08/27/2025
	** 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 did Mike Dillard report on the Form 4 for DDS?

The Form 4 reports that Mike Dillard acquired 12 shares of Class A Common Stock on 08/25/2025 at $533.45 per share and now directly beneficially owns 536,965 shares.

How many shares does Mike Dillard hold indirectly according to the filing?

The filing reports 41,496 shares indirectly held through W.D. Company, Inc. and 7,300 shares indirectly held as Trustee of a GST Trust.

What is W.D. Company, Inc.s stake disclosed in the Form 4?

W.D. Company, Inc. holds 3,985,776 shares of Class B Common Stock, which are convertible into Class A shares on a one-for-one basis; the reporting person owns 26.3% of W.D. Company, Inc.

When was the Form 4 signed?

The Form 4 is signed by /s/ Mike Dillard on 08/27/2025 as shown in the filing.

Does the reporting person claim beneficial ownership of all reported shares?

The filing states the reporting person disclaims beneficial ownership of the indirectly held shares except to the extent of his pecuniary interest.