[Form 3] DIXIE GROUP INC Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Form 3 Overview: The filing discloses that Daniel M. Phelan, newly listed as Vice President of Human Resources at The Dixie Group, Inc. (DXYN), beneficially owns 21,916 shares of the company’s $3 par value common stock and holds an employee stock option for 8,000 additional shares.

Equity Details: • The 21,916 shares are restricted stock awards granted between 2015 and 2024.
• The option, granted 05/25/2025, has a $1 exercise price, five-year term (expiring 05/25/2028) and vests only after a two-year holding period and DXYN’s share price trades at or above $3.00 for five consecutive days.

Implications for Investors: While the total position is modest, insider ownership generally aligns executive incentives with shareholders. Performance-conditioned options suggest management optimism in meeting a $3 share-price hurdle, but no direct operating or financial performance metrics are provided. The disclosure is routine and does not signal any immediate corporate action.

Insights

Equity Compensation Analyst

TL;DR: Routine Form 3; modest insider stake and performance-based options—neutral capital-markets impact.

The filing simply records Mr. Phelan’s initial Section 16 ownership. His 21,916 restricted shares equal roughly 0.14 % of DXYN’s 15.7 million shares outstanding (latest 10-Q). The $1 option strike is deep in-the-money versus DXYN’s recent $1.30–$1.50 trading range, yet exercise still requires a sustained $3.00 price, doubling today’s level. Such hurdles are typical for retention and long-term value creation but carry no near-term dilution risk. Given the small absolute share count and lack of transaction, I view market impact as neutral.

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Phelan Daniel M

(Last) (First) (Middle)

475 REED ROAD

P O BOX 2007

(Street)

DALTON GA 30722

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2025

3. Issuer Name and Ticker or Trading Symbol
DIXIE GROUP INC [ DXYN ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP Human Resources

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $3 par value	21,916(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock, $3 par value	05/25/2025	05/25/2028	Employee Stock Option (right to buy)	8,000(2)	$1	D

Explanation of Responses:

1. Represents shares awarded of restricted stock over a period of time, as follows. 03/12/2015 - 1,596 shares, 03/11/2016 - 2,940 shares, 03/12/2018 - 3,400 shares, 03/12/2020 - 3,400 shares, 03/10/2021 - 3,490 shares, 03/12/2022 - 3,490 shares and 03/12/2024 - 3,600 shares.

2. The options have a five year term from the date of grant and must meet a minimum two year holding period and achieve a performance target of $3.00 per share for five consecutive trading days during the term of the option to become exercisable.

Remarks:

	/s/ John F. Henry, Jr., by Power of Attorney for Daniel M. Phelan	07/03/2025
	** 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 5 (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.