Dixie Group (DXYN) insiders update Schedule 13D ownership stakes

Rhea-AI Filing Summary

The Dixie Group, Inc. insiders filed Amendment No. 23 to a Schedule 13D updating their ownership and group status. The filing states that the former Shareholders Agreement dated November 6, 2015 and amended July 11, 2016 has expired and the parties are no longer deemed a group for reporting their beneficial ownership.

As of this amendment, Daniel K. Frierson is deemed the beneficial owner of 1,099,915 shares of common stock, representing approximately 7.3% of the 14,075,583 shares outstanding as of May 25, 2026. Joan H. Frierson beneficially owns 153,152 shares (about 1.0% of the class), Emily F. Brown owns 33,177 shares, and D. Kennedy Frierson, Jr. owns 454,601 shares (about 3.1% of the class).

The filing also notes equity awards and tax-related forfeitures on March 12 and March 31, 2026, including Long-Term Incentive shares and Career Shares in both Common Stock and Class B, with some shares forfeited to cover taxes upon vesting.

Key Figures

Daniel K. Frierson beneficial ownership: 1,099,915 shares Shares outstanding: 14,075,583 shares Joan H. Frierson beneficial ownership: 153,152 shares +5 more

8 metrics

Daniel K. Frierson beneficial ownership 1,099,915 shares Common Stock; approximately 7.3% of class as of May 25, 2026

Shares outstanding 14,075,583 shares Common Stock deemed outstanding as of May 25, 2026

Joan H. Frierson beneficial ownership 153,152 shares Approximately 1.0% of Common Stock class

D. Kennedy Frierson, Jr. beneficial ownership 454,601 shares Approximately 3.1% of Common Stock class

Emily F. Brown beneficial ownership 33,177 shares Common Stock; noted as 0.0% of class in table

Daniel K. Frierson March 12 LT Incentive 40,781 shares Long-Term Incentive; 20,391 Common and 20,390 Class B on March 12, 2026

Daniel K. Frierson March 12 Career Shares 25,000 shares Career Shares; 12,500 Common and 12,500 Class B on March 12, 2026

Tax-related forfeitures 21,687 shares 16,172 shares forfeited by Daniel K. Frierson and 5,515 by D. Kennedy Frierson, Jr. on March 31, 2026

Key Terms

Schedule 13D, beneficial owner, Rule 13d-3, Shareholders Agreement, +2 more

6 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition..."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficial owner financial

"Mr. Frierson may be deemed to be the beneficial owner (pursuant to Rule 13d-3) of an aggregate of 1,099,915 shares..."

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Rule 13d-3 regulatory

"Mr. Frierson may be deemed to be the beneficial owner (pursuant to Rule 13d-3) of an aggregate of 1,099,915 shares..."

Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.

Shareholders Agreement financial

"the former Shareholders Agreement dated November 6, 2015 and amended as of July 11, 2016, (and which has expired)..."

A shareholders agreement is a written contract among a company's owners that sets out their rights, responsibilities and rules for running the business and selling shares. It matters to investors because it clarifies who makes decisions, how shares can be bought or sold, and how disputes are handled—like house rules among roommates that prevent fights and ensure everyone knows how to leave or change the arrangement without shocking the others.

Long-Term Incentive shares financial

"On March 12, 2026 Daniel K. Frierson received 40,781 Long-Term Incentive shares..."

Career Shares financial

"and 25,000 Career Shares (12,500 Common Stock and 12,500 Class B)."

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

The Dixie Group, Inc.

(Name of Issuer)

Common Stock, Par Value $3.00 Per Share

(Title of Class of Securities)

255519100

(CUSIP Number)

John F. Henry, Jr., Esq.
832 Georgia Avenue, Suite1200
Chattanooga, TN, 37402
423-756-6600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/26/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 255519100

1

Name of reporting person

Daniel K Frierson

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TENNESSEE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,099,915.00
8	Shared Voting Power 94,879.00
9	Sole Dispositive Power 1,005,036.00
10	Shared Dispositive Power 94,879.00

11

Aggregate amount beneficially owned by each reporting person

1,099,915.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

This report is filed to acknowledge and to state that the parties to the former Shareholders Agreement dated November 6, 2015 and amended as of July 11, 2016, (and which has expired ) are no longer deemed to be a group for purposes of reporting their beneficial ownership of the Common Stock of the Dixie Group, Inc.

SCHEDULE 13D

CUSIP Number(s): 255519100

1

Name of reporting person

Joan H. Frierson, individually in her capacity as trustee for named grandchildren

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TENNESSEE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 58,573.00
8	Shared Voting Power 94,879.00
9	Sole Dispositive Power 58,273.00
10	Shared Dispositive Power 94,879.00

11

Aggregate amount beneficially owned by each reporting person

153,152.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 255519100

1

Name of reporting person

Emily F. Brown

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TENNESSEE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 33,177.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 33,177.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

33,177.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 255519100

1

Name of reporting person

D. Kennedy Frierson, Jr.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TENNESSEE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 454,601.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 454,601.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

454,601.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, Par Value $3.00 Per Share
(b)	Name of Issuer: The Dixie Group, Inc.
(c)	Address of Issuer's Principal Executive Offices: 475 Reed Road, Dalton, GEORGIA , 30720.
Item 1 Comment: Amendment No. 23
Item 2.	Identity and Background
(a)	Daniel K Frierson
(b)	475 Reed Road, Dalton, GA 30720
(c)	475 Reed Road, Dalton, GA 30720
(d)	None
(e)	None
(f)	United States of America
Item 3.	Source and Amount of Funds or Other Consideration
	Not applicable for purposes of this Amendment No. 23
Item 4.	Purpose of Transaction
	This report is filed to acknowledge and to state that the parties to the former Shareholders Agreement dated November 6, 2015 and amended as of July 11, 2016, (and which has expired ) are no longer deemed to be a group for purposes of reporting their beneficial ownership of the Common Stock of the Dixie Group, Inc.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date hereof, Mr. Frierson may be deemed to be the beneficial owner (pursuant to Rule 13d-3) of an aggregate of 1,099,915 shares of Common Stock constituting approximately 7.3% of the 14,075,583 shares of Common Stock deemed to be outstanding as of May 25, 2026.
(b)	1,099,915
(c)	This report is filed to acknowledge and to state that the parties to the former Shareholders Agreement dated November 6, 2015 and amended as of July 11, 2016, (and which has expired ) are no longer deemed to be a group for purposes of reporting their beneficial ownership of the Common Stock of the Dixie Group, Inc.
(d)	Daniel K. Frierson - 1,099,915 - Aggregate Joan Frierson - 153,152 - Aggregate Emily Frierson Brown - 33,177 - Aggregate D. Kennedy Frierson, Jr. - 454,601 - Aggregate
(e)	Not Applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	This report is filed to acknowledge and to state that the parties to the former Shareholders Agreement dated November 6, 2015 and amended as of July 11, 2016, (and which has expired ) are no longer deemed to be a group for purposes of reporting their beneficial ownership of the Common Stock of the Dixie Group, Inc. On March 12, 2026 Daniel K. Frierson received 40,781 Long-Term Incentive shares (20,391 Common Stock and 20,390 Class B) and 25,000 Career Shares (12,500 Common Stock and 12,500 Class B). On March 12, 2026 D. Kennedy Frierson, Jr. received 19,031 Long-Term Incenive shares (590 Common Stock and 18,441 Class B) and 26,250 Career Shares (814 Common Stock and 25,436 Class B). On March 31, 2026 Daniel K. Frierson forfeited 16,172 Common stock shares to pay taxes on vesting shares. On March 31, 2026 D. Kennedy Frierson, Jr. forfeited 5,515 Common stock shares to pay taxes on vesting shares.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A Joint Filing Agreement Pursuant to Rule 13d-1(k) The undersigned hereby agree that reports on Schedule 13D and amendments thereto may be filed in a single statement on behalf of each of such persons, and further each of such persons designates Daniel K. Frierson as their agent and Attorney in Fact for the purposes of executing any and all Schedule 13D filings required to be made by them with the Securities and Exchange Commission. SHAREHOLDERS /s/ Daniel K. Frierson Daniel K. Frierson /s/ D. Kennedy Frierson, Jr. D. Kennedy Frierson, Jr. /s/ Emily F. Brown Emily F. Brown /s/ Joan H. Frierson Joan H. Frierson, individually, and In her capacity as Trustee for Crocker F. Barker; Alice Kennedy Brown; Frierson L. Brown; Bennett P. Brown; Madeleine C. Frierson; and Parker E. Frierson

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Daniel K Frierson

Signature:	Daniel K Frierson
Name/Title:	Daniel K Frierson
Date:	05/26/2026

Joan H. Frierson, individually in her capacity as trustee for named grandchildren

Signature:	Daniel K Frierson
Name/Title:	Daniel K. Frierson
Date:	05/26/2026

Emily F. Brown

Signature:	Daniel K Frierson
Name/Title:	Daniel K Frierson
Date:	05/26/2026

D. Kennedy Frierson, Jr.

Signature:	D. Kennedy Frierson
Name/Title:	D. Kennedy Frierson
Date:	05/26/2026

FAQ

What does Dixie Group (DXYN) Amendment No. 23 to Schedule 13D report?

It reports updated insider ownership and group status. The former Shareholders Agreement has expired, so the named insiders are no longer deemed a reporting group, and their individual beneficial holdings are detailed with current share counts and percentages.

How many Dixie Group (DXYN) shares does Daniel K. Frierson beneficially own?

He beneficially owns 1,099,915 common shares. This represents approximately 7.3 percent of the 14,075,583 Dixie Group common shares deemed outstanding as of May 25, 2026, based on Rule 13d-3 beneficial ownership calculations disclosed.

What percentage of Dixie Group (DXYN) is owned by the Frierson family members listed?

Daniel K. Frierson holds about 7.3 percent, Joan H. Frierson holds about 1.0 percent, and D. Kennedy Frierson, Jr. holds about 3.1 percent. Emily F. Brown’s 33,177 shares represent a small fraction noted as 0.0 percent in the filing’s ownership table.

How many Dixie Group (DXYN) shares are outstanding in this Schedule 13D amendment?

The filing states 14,075,583 common shares are deemed outstanding. This share count is used as the denominator to calculate each reporting person’s beneficial ownership percentage as of May 25, 2026, under Rule 13d-3 of the Exchange Act.

What equity awards did Daniel K. Frierson receive in March 2026 from Dixie Group (DXYN)?

On March 12, 2026, he received 40,781 Long-Term Incentive shares (20,391 common and 20,390 Class B) and 25,000 Career Shares (12,500 common and 12,500 Class B). On March 31, 2026, he forfeited 16,172 common shares to pay taxes on vesting.

What equity awards did D. Kennedy Frierson, Jr. receive in March 2026 from Dixie Group (DXYN)?

On March 12, 2026, he received 19,031 Long-Term Incentive shares (590 common and 18,441 Class B) and 26,250 Career Shares (814 common and 25,436 Class B). On March 31, 2026, he forfeited 5,515 common shares to pay taxes on vesting.