Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 1, 2025
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission File Number: 1-6140
DILLARD’S, INC.
(Exact name of registrant as specified in its charter)
TEXAS
71-0388071
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification No.)
1600 CANTRELL ROAD, LITTLE ROCK, ARKANSAS 72201
(Address of principal executive offices)
(Zip Code)
(501) 376-5200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock
DDS
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes ☒ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
CLASS A COMMON STOCK as of November 29, 2025 11,626,733
CLASS B COMMON STOCK as of November 29, 2025 3,986,233
Index
Page
Number
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements (Unaudited):
Condensed Consolidated Balance Sheets as of November 1, 2025, February 1, 2025 and November 2, 2024
3
Condensed Consolidated Statements of Income for the Three and Nine Months Ended November 1, 2025 and November 2, 2024
4
Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended November 1, 2025 and November 2, 2024
5
Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended November 1, 2025 and November 2, 2024
6
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended November 1, 2025 and November 2, 2024
8
Notes to Condensed Consolidated Financial Statements
9
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
17
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
29
Item 4.
Controls and Procedures
30
PART II. OTHER INFORMATION
Legal Proceedings
31
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Item 5.
Other Information
Item 6.
Exhibits
32
SIGNATURES
33
2
Item 1. Financial Statements.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In Thousands)
November 1,
February 1,
November 2,
2025
2024
Assets
Current assets:
Cash and cash equivalents
$
1,149,201
717,854
980,392
Accounts receivable
44,901
55,700
61,741
Short-term investments
185,243
325,675
128,875
Merchandise inventories
1,718,071
1,172,047
1,682,217
Other current assets
71,616
96,794
89,076
Total current assets
3,169,032
2,368,070
2,942,301
Property and equipment (net of accumulated depreciation of $2,882,759, $2,774,081 and $2,769,402, respectively)
943,696
1,002,248
1,030,690
Operating lease assets
27,260
33,562
35,921
Deferred income taxes
65,622
69,099
64,733
Other assets
92,455
58,075
59,417
Total assets
4,298,065
3,531,054
4,133,062
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable and accrued expenses
1,213,976
795,023
1,214,982
Current portion of long-term debt
96,000
—
Current portion of operating lease liabilities
10,037
11,411
11,721
Federal and state income taxes
125,443
28,472
10,030
Total current liabilities
1,445,456
834,906
1,236,733
Long-term debt
225,647
321,567
321,541
Operating lease liabilities
16,882
22,345
24,338
Other liabilities
365,034
356,076
387,055
Subordinated debentures
200,000
Commitments and contingencies
Stockholders’ equity:
Common stock
1,241
1,240
Additional paid-in capital
972,855
971,524
968,909
Accumulated other comprehensive loss
(47,427)
(49,851)
(81,376)
Retained earnings
6,581,999
6,228,048
6,415,270
Less treasury stock, at cost
(5,463,622)
(5,354,802)
(5,340,648)
Total stockholders’ equity
2,045,046
1,796,160
1,963,395
Total liabilities and stockholders’ equity
See notes to condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Data)
Three Months Ended
Nine Months Ended
Net sales
1,468,768
1,427,009
4,511,461
4,465,998
Service charges and other income
22,205
24,151
62,486
72,617
1,490,973
1,451,160
4,573,947
4,538,615
Cost of sales
831,643
819,313
2,648,640
2,607,469
Selling, general and administrative expenses
440,409
418,899
1,296,264
1,279,232
Depreciation and amortization
44,375
44,045
133,519
136,540
Rentals
4,354
4,888
13,501
14,868
Interest and debt (income) expense, net
(3,076)
(4,478)
(5,355)
(11,944)
Other expense
5,035
6,158
15,763
18,474
Gain on disposal of assets
(577)
(171)
(5,477)
(451)
Income before income taxes
168,810
162,506
477,092
494,427
Income taxes
39,000
37,910
110,630
115,310
Net income
129,810
124,596
366,462
379,117
Earnings per share:
Basic and diluted
8.31
7.73
23.39
23.42
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Other comprehensive income:
Amortization of retirement plan and other retiree benefit adjustments (net of tax of $121, $238, $363, and $716, respectively)
808
1,945
2,424
5,832
Comprehensive income
130,618
126,541
368,886
384,949
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In Thousands, Except Share and Per Share Data)
Three Months Ended November 1, 2025
Accumulated
Additional
Other
Common
Paid-in
Comprehensive
Retained
Treasury
Stock
Capital
Loss
Earnings
Total
Balance, August 2, 2025
(48,235)
6,456,873
1,919,112
Other comprehensive income
Cash dividends declared:
Common stock, $0.30 per share
(4,684)
Balance, November 1, 2025
Three Months Ended November 2, 2024
Balance, August 3, 2024
(83,321)
6,294,693
(5,232,600)
1,948,921
Purchase of 293,583 shares of treasury stock (including excise tax)
(108,048)
Common stock, $0.25 per share
(4,019)
Balance, November 2, 2024
Nine Months Ended November 1, 2025
Balance, February 1, 2025
Issuance of 3,210 shares under equity plans
1,331
Purchase of 300,013 shares of treasury stock (including excise tax)
(108,820)
Common stock, $0.80 per share
(12,511)
Nine Months Ended November 2, 2024
Balance, February 3, 2024
967,348
(87,208)
6,048,288
1,697,068
Issuance of 3,600 shares under equity plans
1,561
Common stock, $0.75 per share
(12,135)
7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and other deferred costs
134,650
137,817
Accrued interest on short-term investments
(6,971)
(9,253)
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable
10,799
(1,194)
Increase in merchandise inventories
(546,024)
(588,218)
Decrease in other current assets
22,518
9,820
Decrease (increase) in other assets
1,992
(1,037)
Increase in trade accounts payable and accrued expenses and other liabilities
426,139
447,635
Increase (decrease) in income taxes payable
101,767
(24,802)
Net cash provided by operating activities
505,855
349,434
Investing activities:
Purchase of property and equipment and capitalized software
(73,838)
(89,147)
Proceeds from disposal of assets
7,607
571
Proceeds from insurance
1,521
Purchase of short-term investments
(396,337)
(422,438)
Proceeds from maturities of short-term investments
543,740
450,852
Investments related to joint ventures
(34,305)
Net cash provided by (used in) investing activities
48,388
(60,162)
Financing activities:
Cash dividends paid
(11,804)
(12,172)
Purchase of treasury stock
(107,756)
(104,995)
Issuance cost of line of credit
(3,336)
Net cash used in financing activities
(122,896)
(117,167)
Increase in cash and cash equivalents
431,347
172,105
Cash and cash equivalents, beginning of period
808,287
Cash and cash equivalents, end of period
Non-cash transactions of investing and financing activities:
Accrued capital expenditures
9,824
9,935
Stock awards
Accrued purchases of treasury stock and excise taxes
1,064
3,053
Lease assets obtained in exchange for new operating lease liabilities
2,526
2,152
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements of Dillard’s, Inc. (the “Company”) have been prepared in accordance with the rules of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended November 1, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2026 due to, among other factors, the seasonal nature of the business.
These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025 filed with the SEC on March 28, 2025.
Note 2. Accounting Standards
Recently Adopted Accounting Pronouncements
There have been no recently adopted accounting pronouncements that had a material impact on the Company’s condensed consolidated financial statements.
Recently Issued Accounting Pronouncements
Management has considered all recent accounting pronouncements, except as noted below, and believes there is no accounting guidance issued but not yet effective that would be material to the Company’s condensed consolidated financial statements.
Improvements to Income Tax Disclosures
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The update requires increased transparency in tax disclosures, specifically by expanding requirements for rate reconciliation and income taxes paid information. ASU No. 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company will present these new disclosures in its consolidated financial statements for the annual period ending January 31, 2026. The new requirements pertain to tax disclosures only and are not expected otherwise to impact the Company’s consolidated financial statements and accompanying notes.
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The update requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments in the update require that at each interim and annual reporting period an entity (i) disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (DD&A) (or other amounts of depletion expense) included in each relevant expense caption; (ii) include certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements; (iii) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and (iv) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments
in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements and accompanying notes.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles – Goodwill and Other – Internal -Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The update requires an entity to start capitalizing software costs when specific conditions are met and removes all references to software development project stages so that the guidance is neutral to different software development methods, including methods that entities may use to develop software in the future. ASU 2025-06 is effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact this ASU will have on potential future capitalizable software costs.
Note 3. Business Segments
The Company operates in two reportable segments: the operation of retail department stores (“retail operations”) and a general contracting construction company (“construction”).
For the Company’s retail operations segment, the Company determined its operating segments on a store by store basis. Each store’s operating performance has been aggregated into one reportable segment for financial reporting purposes because stores are similar in each of the following areas: economic characteristics, class of consumer, nature of products and distribution methods. Revenues from external customers are derived from merchandise sales, and the Company does not rely on any major customers as a source of revenue. Across all stores, the Company operates one store format under the Dillard’s name where each store offers the same general mix of merchandise with similar categories and similar customers. The Company believes that disaggregating its retail operations segment would not provide meaningful additional information.
The Company’s chief operating decision maker is the Executive Committee of the Board of Directors, which is comprised of Dillard’s Chief Executive Officer and its President. The members of Dillard’s Executive Committee use their experience in the retail industry and extensive and specific knowledge of the Dillard’s businesses when assessing segment performance and deciding how to allocate resources.
The following table summarizes the percentage of net sales by segment and major product line:
Retail operations segment:
Cosmetics
15
%
Ladies’ apparel
21
22
Ladies’ accessories and lingerie
13
Juniors’ and children’s apparel
10
Men’s apparel and accessories
18
19
Shoes
14
Home and furniture
95
96
Construction segment
100
The following tables summarize certain segment information, including the reconciliation of those items to the Company’s consolidated operations:
(in thousands of dollars)
Retail Operations
Construction
Consolidated
Net sales from customers
1,400,578
75,801
1,476,379
1,356,240
77,601
1,433,841
Elimination of intersegment revenues
-
(7,611)
(6,832)
Net sales from external customers
68,190
70,769
Reconciliation of revenue
22,181
24
24,123
28
Total net sales and service charges and other income
1,422,759
68,214
1,380,363
70,797
Less: (a)
766,661
64,982
752,760
66,553
Payroll expense (b)
276,042
1,911
277,953
264,762
1,648
266,410
44,292
83
43,976
69
4,296
58
4,838
50
Interest and investment income
(12,987)
(303)
(13,290)
(13,904)
(211)
(14,115)
Interest and debt expense
10,214
9,637
Other segment items (c)
166,385
529
166,914
157,881
595
158,476
167,856
954
160,413
2,093
Gross margin (d)
633,917
3,208
637,125
603,480
4,216
607,696
Gross margin percentage
45.3
4.7
43.4
44.5
6.0
42.6
4,224,600
73,465
4,053,706
79,356
Capital expenditures
30,066
245
30,311
28,013
48
28,061
Intersegment construction revenues of $7.6 million and $6.8 million for the three months ended November 1, 2025 and November 2, 2024, respectively, were eliminated during consolidation and have been excluded from net sales for the respective periods.
11
4,315,358
217,164
4,532,522
4,275,314
214,255
4,489,569
(21,061)
(23,571)
196,103
190,684
62,403
72,463
154
4,377,761
196,186
4,347,777
190,838
2,462,251
186,389
2,425,451
182,018
807,713
5,347
813,060
801,808
5,425
807,233
133,282
237
136,240
300
13,331
170
14,702
166
(35,234)
(746)
(35,980)
(40,746)
(671)
(41,417)
30,625
29,473
491,821
1,669
493,490
487,752
2,270
490,022
473,972
3,120
493,097
1,330
1,853,107
9,714
1,862,821
1,849,863
8,666
1,858,529
42.9
5.0
41.3
43.3
4.5
41.6
73,527
311
73,838
89,046
101
89,147
Intersegment construction revenues of $21.1 million and $23.6 million for the nine months ended November 1, 2025 and November 2, 2024, respectively, were eliminated during consolidation and have been excluded from net sales for the respective periods.
The retail operations segment gives rise to contract liabilities through the customer loyalty program associated with Dillard’s private label cards and through the issuances of gift cards. The customer loyalty program liability and a portion of the gift card liability are included in trade accounts payable and accrued expenses, and a portion of the gift card
12
liability is included in other liabilities on the condensed consolidated balance sheets. Our retail operations segment contract liabilities are as follows:
Retail
February 3,
Contract liabilities
63,268
76,667
67,189
85,227
During the nine months ended November 1, 2025 and November 2, 2024, the Company recorded $39.0 million and $47.1 million, respectively, in revenue that was previously included in the retail operations contract liability balances of $76.7 million and $85.2 million at February 1, 2025 and February 3, 2024, respectively.
Construction contracts give rise to accounts receivable, contract assets and contract liabilities. We record accounts receivable based on amounts expected to be collected from customers. We also record costs and estimated earnings in excess of billings on uncompleted contracts (contract assets) and billings in excess of costs and estimated earnings on uncompleted contracts (contract liabilities) in other current assets and trade accounts payable and accrued expenses, respectively, in the condensed consolidated balance sheets. The amounts included in the condensed consolidated balance sheets are as follows:
38,423
46,646
54,992
47,240
Costs and estimated earnings in excess of billings on uncompleted contracts
3,765
3,913
2,186
1,695
Billings in excess of costs and estimated earnings on uncompleted contracts
6,932
6,983
12,436
6,307
During the nine months ended November 1, 2025 and November 2, 2024, the Company recorded $6.8 million and $5.7 million, respectively, in revenue that was previously included in billings in excess of costs and estimated earnings on uncompleted contracts of $7.0 million and $6.3 million at February 1, 2025 and February 3, 2024, respectively.
The remaining performance obligations related to executed construction contracts totaled $92.3 million, $202.8 million and $248.8 million at November 1, 2025, February 1, 2025 and November 2, 2024, respectively.
Note 4. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share for the periods indicated (in thousands, except per share data).
Weighted average shares of common stock outstanding
15,613
16,111
15,669
16,191
Basic and diluted earnings per share
The Company maintains a capital structure in which common stock is the only equity security issued and outstanding, and there were no shares of preferred stock, stock options, other dilutive securities or potentially dilutive securities issued or outstanding during the three and nine months ended November 1, 2025 and November 2, 2024.
Note 5. Commitments and Contingencies
Various legal proceedings, in the form of lawsuits and claims, which occur in the normal course of business, are pending against the Company and its subsidiaries. In the opinion of management, disposition of these matters, individually or in the aggregate, is not expected to materially affect the Company’s financial position, cash flows or results of operations.
At November 1, 2025, letters of credit totaling $25.3 million were issued under the Company’s revolving credit facility. See Note 7, Revolving Credit Agreement, for additional information.
Note 6. Benefit Plans
The Company has an unfunded, nonqualified defined benefit plan (“Pension Plan”) for its officers. The Pension Plan is noncontributory and provides benefits based on years of service and compensation during employment. Pension expense is determined using an actuarial cost method to estimate the total benefits ultimately payable to officers and allocates this cost to service periods. The actuarial assumptions used to calculate pension costs are reviewed annually. The Company contributed $2.2 million and $6.5 million to the Pension Plan during the three and nine months ended November 1, 2025, respectively, and expects to make additional contributions to the Pension Plan of approximately $2.2 million during the remainder of fiscal 2025.
The components of net periodic benefit costs are as follows:
Components of net periodic benefit costs:
Service cost
1,439
1,589
4,317
4,766
Interest cost
4,106
3,975
12,318
11,926
Net actuarial loss
929
2,183
2,786
6,548
Net periodic benefit costs
6,474
7,747
19,421
23,240
The service cost component of net periodic benefit costs is included in selling, general and administrative expenses, and the interest costs and net actuarial loss components are included in other expense in the condensed consolidated statements of income.
Note 7. Revolving Credit Agreement
The Company maintains a credit facility (“credit agreement”) for general corporate purposes including, among other uses, working capital financing, the issuance of letters of credit, capital expenditures and, subject to certain restrictions, the repayment of existing indebtedness and share repurchases. The credit agreement, which is secured by certain deposit accounts of the Company and certain inventory of certain subsidiaries, provides a borrowing capacity of $800 million, subject to certain limitations as outlined in the credit agreement, with a $200 million expansion option.
In March 2025, the Company amended and extended the credit agreement (the "2025 amendment"), replacing the Company’s previous amended credit agreement. The 2025 amendment continues to have the 0.10% per annum credit spread adjustment to the interest rate for term benchmark and RFR loans but reduced the applicable rate to (A) (x) 1.25% per annum in the case of term benchmark and RFR loans and (y) 0.25% per annum in the case of base rate loans when average quarterly availability is greater than or equal to 50% of the total commitments and (B) (x) 1.50% per annum in the case of term benchmark and RFR loans and (y) 0.50% per annum in the case of base rate loans when average quarterly availability is less than 50% of the total commitments. The 2025 amendment reduced the unused commitment fee to (A) 0.25% per annum when the average amount utilized is less than 50% of the total commitments and (B) 0.20% per annum when the average amount utilized is greater than or equal to 50% of the total commitments. The facility was arranged by JPMorgan Chase Bank, N.A. As long as availability exceeds $80 million and certain events of default have
not occurred and are not continuing, there are no financial covenant requirements under the credit agreement. The credit agreement, as amended by the 2025 amendment, matures on March 12, 2030.
At November 1, 2025, no borrowings were outstanding, and letters of credit totaling $25.3 million were issued under the credit agreement leaving unutilized availability under the facility of $774.7 million.
Note 8. Stock Repurchase Programs
In May 2023, the Company’s Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to $500 million of its Class A Common Stock (“May 2023 Stock Plan”). The May 2023 Stock Plan permits the Company to repurchase its Class A Common Stock in the open market, pursuant to preset trading plans meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or through privately negotiated transactions. The May 2023 Stock Plan has no expiration date.
The following is a summary of share repurchase activity for the periods indicated (in thousands, except per share data):
Cost of shares repurchased
106,991
107,752
Number of shares repurchased
294
Average price per share
364.43
359.16
All repurchases of the Company’s Class A Common Stock above were made at the market price at the trade date, and all amounts paid to reacquire these shares were allocated to treasury stock. As of November 1, 2025, $165.2 million of authorization remained under the May 2023 Stock Plan.
Note 9. Income Taxes
During the three and nine months ended November 1, 2025 and November 2, 2024, income tax expense differed from what would be computed using the statutory federal income tax rate primarily due to the effects of state and local income taxes.
Note 10. Fair Value Disclosures
The estimated fair values of financial instruments presented herein have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of amounts the Company could realize in a current market exchange.
The fair value of the Company’s long-term debt and subordinated debentures are based on market prices and are categorized as Level 1 in the fair value hierarchy.
The fair value of the Company’s cash and cash equivalents and trade accounts receivable approximates their carrying values at November 1, 2025 due to the short-term maturities of these instruments. The Company’s short-term investments are recorded at amortized cost, which is consistent with the Company’s held-to-maturity classification. The fair value of the Company’s long-term debt at November 1, 2025 was approximately $336.6 million. The carrying value of the Company’s long-term debt, including current portion, at November 1, 2025 was approximately $321.6 million. The fair value of the Company’s subordinated debentures at November 1, 2025 was approximately $206.0 million. The carrying value of the Company’s subordinated debentures at November 1, 2025 was $200 million.
Note 11. Subsequent Event
On November 20, 2025, the Company announced that its Board of Directors declared a special dividend of $30.00 per share. The dividend is payable on the Class A Common Stock and Class B Common Stock of the Company on January 5, 2026 to stockholders of record as of December 12, 2025. The Company expects to recognize federal and state income tax benefits due to a deduction related to that portion of the special dividend to be paid to the Dillard’s, Inc. Investment and Employee Stock Ownership Plan.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with the condensed consolidated financial statements and the footnotes thereto included elsewhere in this report, as well as the financial and other information included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025.
EXECUTIVE OVERVIEW
Management was encouraged to see the sales strength from July continue through the third quarter, with sales up 3% compared to the prior year third quarter. The Company continued to focus on inventory control. Retail gross margin improved 80 basis points of sales compared to the prior year third quarter, and ending inventory increased 2%.
Compared to the prior third quarter, both total retail sales (which exclude construction sales) and comparable store sales increased 3%. Retail gross margin was 45.3% of sales compared to 44.5% in the prior year third quarter.
Selling, general and administrative expenses for the three months ended November 1, 2025 increased $21.5 million to $440.4 million (30.0% of sales) from $418.9 million (29.4% of sales) for the prior year third quarter. The increase was notably due to payroll and payroll-related expenses.
For the three months ended November 1, 2025, the Company reported net income of $129.8 million ($8.31 per share) compared to net income of $124.6 million ($7.73 per share) for the three months ended November 2, 2024.
Net cash provided by operating activities was $505.9 million for the nine months ended November 1, 2025 compared to $349.4 million for the prior year nine-month period, with the increase largely due to changes in income taxes payable following a federal disaster declaration which allowed the postponement of certain income tax payments.
As of November 1, 2025, the Company had working capital of $1.724 billion (including cash and cash equivalents of $1.149 billion and short-term investments of $185.2 million) and $521.6 million of total debt outstanding, including one scheduled debt maturity of $96.0 million due July 2026, $225.6 million of long-term debt and $200.0 million of subordinated debentures.
The Company operated 272 Dillard’s stores, including 28 clearance centers, and an internet store as of November 1, 2025.
Key Performance Indicators
We use a number of key indicators of financial condition and operating performance to evaluate our business, including the following:
Net sales (in millions)
1,468.8
1,427.0
Retail stores sales trend
(4)
Comparable retail stores sales trend
Gross margin (in millions)
637.1
607.7
Gross margin as a percentage of net sales
Retail gross margin as a percentage of retail net sales
Selling, general and administrative expenses as a percentage of net sales
30.0
29.4
Cash flow provided by operations (in millions)*
505.9
349.4
Total retail store count at end of period
272
273
Retail sales per square foot
Retail store inventory trend
Annualized retail merchandise inventory turnover
2.1
*Cash flow from operations data is for the nine months ended November 1, 2025 and November 2, 2024.
General
Net sales. Net sales includes merchandise sales of comparable and non-comparable stores and revenue recognized on contracts of CDI Contractors, LLC (“CDI”), the Company’s general contracting construction company. Comparable store sales includes sales for those stores which were in operation for a full period in both the most recently completed quarter and the corresponding quarter for the prior fiscal year, including our internet store. Comparable store sales excludes changes in the allowance for sales returns. Non-comparable store sales includes: sales in the current fiscal year from stores opened during the previous fiscal year before they are considered comparable stores; sales from new stores opened during the current fiscal year; sales in the previous fiscal year for stores closed during the current or previous fiscal year that are no longer considered comparable stores; sales in clearance centers; and changes in the allowance for sales returns.
Sales occur as a result of interaction with customers across multiple points of contact, creating an interdependence between in-store and online sales. Online orders are fulfilled from both fulfillment centers and retail stores. Additionally, online customers have the ability to buy online and pick up in-store. Retail in-store customers have the ability to purchase items that may be ordered and fulfilled from either a fulfillment center or another retail store location. Online customers may return orders via mail, or customers may return orders placed online to retail store locations. Customers who earn reward points under the private label credit card program may earn and redeem rewards through in-store or online purchases.
Service charges and other income. Service charges and other income includes income generated through the Company’s private label credit card portfolio alliances. These alliances include the former marketing and servicing alliance with Wells Fargo Bank, N.A. (“Wells Fargo Alliance”), which terminated in September 2024, and the Company’s new long-term marketing and servicing alliance with Citibank, N.A (“Citibank Alliance”), which replaced the Wells Fargo Alliance upon its termination. Other income includes rental income, shipping and handling fees and gift card breakage.
Cost of sales. Cost of sales includes the cost of merchandise sold (net of purchase discounts, non-specific margin maintenance allowances and merchandise margin maintenance allowances), bankcard fees, freight to the distribution centers, employee and promotional discounts, shipping to customers and direct payroll for salon personnel. Cost of sales also includes CDI contract costs, which comprise all direct material and labor costs, subcontract costs and those indirect costs related to contract performance, such as indirect labor, employee benefits and insurance program costs.
Selling, general and administrative expenses. Selling, general and administrative expenses include buying, occupancy, selling, distribution, warehousing, store and corporate expenses (including payroll and employee benefits), insurance, employment taxes, advertising, management information systems, legal and other corporate level expenses. Buying expenses consist of payroll, employee benefits and travel for design, buying and merchandising personnel.
Depreciation and amortization. Depreciation and amortization expenses include depreciation and amortization on property and equipment.
Rentals. Rentals includes expenses for store leases, including contingent rent, data processing and other equipment rentals and office space leases.
Interest and debt (income) expense, net. Interest and debt (income) expense includes interest, net of interest income from demand deposits and short-term investments and capitalized interest, relating to the Company’s unsecured notes, subordinated debentures and commitment fees and borrowings, if any, under the Company’s credit agreement. Interest and debt expense also includes the amortization of financing costs and interest on finance lease obligations, if any.
Other expense. Other expense includes the interest cost and net actuarial loss components of net periodic benefit costs related to the Company’s unfunded, nonqualified defined benefit plan and charges related to the write off of certain deferred financing fees in connection with the amendment and extension of the Company's secured revolving credit facility, if any.
Gain on disposal of assets. Gain on disposal of assets includes the net gain or loss on the sale or disposal of property and equipment, as well as gains from insurance proceeds in excess of the cost basis of insured assets, if any.
Seasonality
Our business, like many other retailers, is subject to seasonal influences, with a significant portion of sales and income typically realized during the last quarter of our fiscal year due to the holiday season. Because of the seasonality of our business, results from any quarter are not necessarily indicative of the results that may be achieved for a full fiscal year.
RESULTS OF OPERATIONS
The following table sets forth the results of operations as a percentage of net sales for the periods indicated (percentages may not foot due to rounding):
100.0
1.5
1.7
1.4
1.6
101.5
101.7
101.4
101.6
56.6
57.4
58.7
58.4
28.7
28.6
3.0
3.1
0.3
(0.2)
(0.3)
(0.1)
0.4
0.0
11.5
11.4
10.6
11.1
2.7
2.5
2.6
8.8
8.7
8.1
8.5
Net Sales
$ Change
Net sales:
Retail operations segment
44,338
(2,579)
Total net sales
41,759
The percent change by segment and product category in the Company’s sales for the three months ended November 1, 2025 compared to the three months ended November 2, 2024 as well as the sales percentage by segment and product category to total net sales for the three months ended November 1, 2025 are as follows:
% Change
% of
2025 - 2024
1.0
6.6
5.4
1.2
2.3
(3.6)
Net sales from the retail operations segment increased $44.3 million, or approximately 3%, and sales in comparable stores increased approximately 3% during the three months ended November 1, 2025 compared to the three months
20
ended November 2, 2024. Sales in ladies’ accessories and lingerie, juniors’ and children’s apparel and ladies’ apparel increased significantly. Sales in shoes increased moderately, while sales in home and furniture, men’s apparel and accessories and cosmetics increased slightly.
The number of sales transactions decreased 1% for the three months ended November 1, 2025 compared to the three months ended November 2, 2024, while the average dollars per sales transaction increased 5%.
We recorded a return asset of $10.6 million and $10.5 million and an allowance for sales returns of $20.7 million and $20.2 million as of November 1, 2025 and November 2, 2024, respectively.
During the three months ended November 1, 2025, net sales from the construction segment decreased $2.6 million, or approximately 4%, compared to the three months ended November 2, 2024 due to a decrease in construction activity. The remaining performance obligations related to executed construction contracts totaled $92.3 million as of November 1, 2025, decreasing approximately 54% from February 1, 2025 and decreasing approximately 63% from November 2, 2024. We expect these remaining performance obligations to be satisfied over the next nine to eighteen months.
40,044
5,419
45,463
The percent change by segment and product category in the Company’s sales for the nine months ended November 1, 2025 compared to the nine months ended November 2, 2024 as well as the sales percentage by segment and product category to total net sales for the nine months ended November 1, 2025 are as follows:
(0.8)
0.7
0.6
(1.8)
2.8
Net sales from the retail operations segment increased $40.0 million, or approximately 1%, and sales in comparable stores increased 1% during the nine months ended November 1, 2025 compared to the nine months ended November 2, 2024. Sales in juniors’ and children’s apparel increased significantly, while sales in ladies’ accessories and lingerie increased moderately. Sales in ladies’ apparel and men’s apparel and accessories increased slightly. Sales in shoes remained essentially flat. Sales in cosmetics decreased slightly, while sales in home and furniture decreased moderately.
The number of sales transactions decreased 2% for the nine months ended November 1, 2025 compared to the nine months ended November 2, 2024, while the average dollars per sales transaction increased 3%.
During the nine months ended November 1, 2025, net sales from the construction segment increased $5.4 million, or approximately 3%, compared to the nine months ended November 2, 2024 due to an increase in construction activity.
Service Charges and Other Income
Three
Nine
Months
Service charges and other income:
Income from the Citibank Alliance and former Wells Fargo Alliance
11,289
13,285
28,459
37,642
(1,996)
(9,183)
Shipping and handling income
7,931
7,723
24,257
25,356
208
(1,099)
2,961
3,115
9,687
9,465
(154)
222
(1,942)
(10,060)
(71)
Total service charges and other income
(1,946)
(10,131)
Service charges and other income includes the income from the Citibank Alliance and former Wells Fargo Alliance. Income from the alliances decreased $2.0 million for the three months ended November 1, 2025 compared to the three months ended November 2, 2024, primarily from decreases in finance charges and late fees mainly resulting from lower average net receivables. Income from the alliances decreased $9.2 million for the nine months ended November 1, 2025 compared to the nine months ended November 2, 2024, primarily from (a) decreases in finance charges and late fees mainly resulting from lower average net receivables and (b) increases in credit losses.
While future cash flows under the Citibank Alliance are difficult to predict, the Company expects income from this new alliance to initially be less than historical earnings from the Wells Fargo Alliance. The extent to which future cash flows will vary over the term of the new program from historical cash flows cannot be reasonably estimated at this time.
Gross Margin
Gross margin:
Three months ended
30,437
(1,008)
(23.9)
Total gross margin
29,429
4.8
Nine months ended
3,244
0.2
1,048
12.1
4,292
Gross margin as a percentage of segment net sales:
Total gross margin as a percentage of net sales
Gross margin, as a percentage of sales, increased to 43.4% from 42.6% during the three months ended November 1, 2025 compared to the three months ended November 2, 2024.
Gross margin from retail operations, as a percentage of sales, increased to 45.3% from 44.5% during the three months ended November 1, 2025 compared to the three months ended November 2, 2024. Gross margin increased moderately in ladies’ accessories and lingerie and shoes, while gross margin in home and furniture and men’s apparel and accessories increased slightly. Gross margin was essentially unchanged in all other product categories.
Gross margin, as a percentage of sales, decreased to 41.3% from 41.6% during the nine months ended November 1, 2025 compared to the nine months ended November 2, 2024.
Gross margin from retail operations, as a percentage of sales, decreased to 42.9% from 43.3% during the nine months ended November 1, 2025 compared to the nine months ended November 2, 2024. Gross margin decreased moderately in ladies’ apparel and increased slightly in shoes and ladies’ accessories and lingerie. Gross margin was essentially unchanged in all other product categories.
Total inventory increased 2% at November 1, 2025 compared to November 2, 2024. A 1% change in the dollar amount of markdowns would have impacted net income by approximately $1 million and $5 million for the three and nine months ended November 1, 2025, respectively.
The Company is closely monitoring inflation and potential trade restrictions, including tariffs, which pose a risk to our operations. The extent of the impact on the Company's financial performance will depend on the effectiveness of our ongoing initiatives to manage these fluctuating costs.
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Selling, General and Administrative Expenses (“SG&A”)
SG&A:
437,962
416,652
21,310
5.1
2,447
2,247
200
8.9
Total SG&A
21,510
1,289,228
1,271,508
17,720
7,036
7,724
(688)
(8.9)
17,032
1.3
SG&A as a percentage of segment net sales:
31.3
30.7
29.9
29.7
3.6
3.2
4.1
Total SG&A as a percentage of net sales
SG&A increased to 30.0% of sales during the three months ended November 1, 2025 from 29.4% of sales during the three months ended November 2, 2024, increasing $21.5 million in total dollars. SG&A from retail operations increased to 31.3% of sales for the three months ended November 1, 2025 from 30.7% of sales for the three months ended November 2, 2024, increasing $21.3 million in total dollars.
During the three months ended November 1, 2025 and November 2, 2024, payroll and payroll-related expenses were $311.4 million and $298.5 million, respectively, increasing $12.9 million.
SG&A increased to 28.7% of sales during the nine months ended November 1, 2025 from 28.6% of sales during the nine months ended November 2, 2024, increasing $17.0 million in total dollars. SG&A from retail operations increased to 29.9% of sales for the nine months ended November 1, 2025 from 29.7% of sales for the nine months ended November 2, 2024, increasing $17.7 million in total dollars.
During the nine months ended November 1, 2025 and November 2, 2024, payroll and payroll-related expenses were $912.8 million and $905.0 million, respectively, increasing $7.8 million. The increase in SG&A was also attributed to an $8.2 million increase in services purchased during the nine-month period.
The Company plans to continue its focus of aligning expenses with sales performance.
Interest and Debt (Income) Expense, Net
Interest and debt (income) expense, net:
(2,773)
(4,267)
1,494
(35.0)
(92)
43.6
Total interest and debt (income) expense, net
1,402
(31.3)
(4,609)
(11,273)
6,664
(59.1)
(75)
11.2
6,589
(55.2)
Net interest and debt income decreased $1.4 million and $6.6 million during the three and nine months ended November 1, 2025 compared to the three and nine months ended November 2, 2024, primarily due to a decrease in interest income and capitalized interest. Interest income was $13.3 million and $14.1 million for the three months ended November 1, 2025 and November 2, 2024, respectively. Interest income was $36.0 million and $41.4 million for the nine months ended November 1, 2025 and November 2, 2024, respectively.
Other Expense
Other expense:
(1,123)
(18.2)
Total other expense
(2,711)
(14.7)
Other expense decreased $1.1 million and $2.7 million during the three and nine months ended November 1, 2025 compared to the three and nine months ended November 2, 2024, respectively, primarily due to a decrease in the amortization of the net actuarial loss related to the Company’s Pension Plan.
Gain on Disposal of Assets
Gain on disposal of assets:
(570)
(167)
(403)
(7)
(3)
Total gain on disposal of assets
(406)
(5,457)
(422)
(5,035)
(20)
(29)
(5,026)
25
During the nine months ended November 1, 2025, the Company received proceeds of $7.6 million primarily from the sale of four properties, resulting in a gain of $5.5 million that was recorded in gain on disposal of assets.
Income Taxes
The Company’s estimated federal and state effective income tax rate was approximately 23.1% and 23.3% for the three months ended November 1, 2025 and November 2, 2024, respectively. The Company’s estimated federal and state effective income tax rate was approximately 23.2% and 23.3% for the nine months ended November 1, 2025 and November 2, 2024, respectively. During the three and nine months ended November 1, 2025 and November 2, 2024, income tax expense differed from what would be computed using the statutory federal income tax rate primarily due to the effects of state and local income taxes.
The Company expects the fiscal 2025 federal and state effective income tax rate to approximate 19%. This rate includes expected federal and state income tax benefits due to a deduction related to that portion of the special dividend of $30.00 per share to be paid to the Dillard’s, Inc. Investment and Employee Stock Ownership Plan. This rate may change if results of operations for fiscal 2025 differ from management’s current expectations. Changes in the Company’s assumptions and judgments can materially affect amounts recognized in the condensed consolidated financial statements.
On July 4, 2025, H.R.1 - One Big Beautiful Bill Act (Public Law No. 119-21) was signed into law. Notable provisions include restoration of 100% bonus depreciation, full expensing of domestic research expenditures, and modifications to interest expense limitations and charitable contribution deduction thresholds. Accounting Standards Codification §740, Accounting for Income Taxes, requires recognition of the effects of changes in tax law during the period of enactment. The effects of these provisions did not have, and are not expected to have, a material impact on the Company’s financial results.
FINANCIAL CONDITION
A summary of net cash flows for the nine months ended November 1, 2025 and November 2, 2024 follows:
Operating activities
156,421
Investing activities
108,550
Financing activities
(5,729)
Total Increase in Cash and Cash Equivalents
259,242
Net cash flows from operations increased $156.4 million during the nine months ended November 1, 2025 compared to the nine months ended November 2, 2024. This increase was primarily due to changes in working capital items, notably changes in income taxes payable. Following the disaster declaration issued by the Federal Emergency Management Agency related to the severe storms, tornadoes and flooding that began on April 2, 2025 in the State of Arkansas, the Internal Revenue Service was permitted to and did postpone certain tax-filing and tax-payment deadlines for taxpayers who reside or have a business in the disaster area. As a result, the Company’s tax payment deadline was extended to November 3, 2025.
Wells Fargo Bank, N.A. (“Wells Fargo”) previously owned and managed Dillard’s private label credit cards, including credit cards co-branded with American Express under the Wells Fargo Alliance. In January 2024, the Company announced that it entered into a new agreement with Citibank, N.A. (“Citi”) to provide the private label credit card program for Dillard’s customers under the Citibank Alliance, replacing the existing credit card program under the
26
Wells Fargo Alliance upon its termination in September 2024. The new program launched on August 19, 2024 for new Dillard’s credit applicants. Existing accounts transferred from Wells Fargo to Citi on September 16, 2024. The term of the new Citi agreement is 10 years with automatic extensions for successive two-year terms unless the agreement is terminated by either party in accordance with the terms and conditions of the agreement.
Under the Citibank Alliance, Citi establishes, owns and manages Dillard’s private label credit cards, including the new co-branded Mastercard Incorporated card (“Mastercard,” collectively, the “private label cards”). The new co-branded Mastercard replaced the previous co-branded card. Citi retains the benefits and risks associated with the ownership of the private label card accounts, provides key customer service functions, including new account openings, transaction authorization, billing adjustments and customer inquiries, receives the finance charge income and incurs the bad debts associated with those accounts.
Pursuant to the Citibank Alliance, we receive on-going cash compensation from Citi based upon the portfolio’s earnings. The compensation received from the portfolio is determined monthly and has no recourse provisions. The Company recognized income of $28.5 million and $37.6 million from the Citibank Alliance and the former Wells Fargo Alliance during the nine months ended November 1, 2025 and November 2, 2024, respectively.
While future cash flows under the new program are difficult to predict, the Company expects cash flows from the new program to initially be less than historical cash flows from the Wells Fargo Alliance. The extent to which future cash flows will vary over the term of the new program from historical cash flows cannot be reasonably estimated at this time. Any material decrease could adversely affect our operating results and cash flows.
Capital expenditures were $73.8 million and $89.1 million for the nine months ended November 1, 2025 and November 2, 2024, respectively. The capital expenditures were primarily related to equipment purchases, the continued construction of new stores and the remodeling of existing stores. During the nine months ended November 2, 2024, the Company opened a new location at The Empire Mall in Sioux Falls, South Dakota (140,000 square feet) marking its 30th state of operation.
In November 2025, the Company announced the upcoming closure of its store at The Shops at Willow Bend in Plano, Texas (240,000 square feet). The store was sold in November 2025 and is expected to cease operating in January 2026. There are no material costs associated or expected with this store closure. We remain committed to closing stores where appropriate and may incur future closing costs related to such stores when they close.
During the nine months ended November 1, 2025 and November 2, 2024, the Company purchased certain treasury bills for $396.3 million and $422.4 million, respectively, that are classified as short-term investments. During the nine months ended November 1, 2025 and November 2, 2024, the Company received proceeds of $543.7 million and $450.9 million, respectively, related to maturities of these short-term investments.
During the nine months ended November 1, 2025, the Company contributed $34.3 million to its mall joint ventures, recording the investments in other assets on the Company’s condensed consolidated balance sheet.
The Company had cash and cash equivalents of $1.149 billion as of November 1, 2025. The Company maintains a credit facility (“credit agreement”) for general corporate purposes including, among other uses, working capital financing, the issuance of letters of credit, capital expenditures and, subject to certain restrictions, the repayment of existing indebtedness and share repurchases. The credit agreement is secured by certain deposit accounts of the Company and certain inventory of certain subsidiaries and provides a borrowing capacity of $800 million, subject to certain limitations as outlined in the credit agreement, with a $200 million expansion option.
In March 2025, the Company amended the credit agreement (the “2025 amendment”). See Note 7, Revolving Credit Agreement, in the “Notes to Condensed Consolidated Financial Statements,” in Part I, Item 1 hereof for additional information. During the nine months ended November 1, 2025, the Company paid $3.3 million in issuance costs related
27
to the 2025 amendment, which were recorded in other assets on the condensed consolidated balance sheet. At November 1, 2025, no borrowings were outstanding, and letters of credit totaling $25.3 million were issued under the credit agreement leaving unutilized availability of $774.7 million.
During the nine months ended November 1, 2025, the Company repurchased 0.3 million shares of Class A Common Stock at an average price of $359.16 per share for $107.8 million under the Company’s stock repurchase plan. During the nine months ended November 2, 2024, the Company repurchased 0.3 million shares of Class A Common Stock at an average price of $364.43 per share for $107.0 million (including the accrual of $2.0 million of share repurchases that had not settled as of November 2, 2024) under the Company’s stock repurchase plan. As of November 1, 2025, $165.2 million of authorization remained under the Company’s open stock repurchase plan. The ultimate disposition of the repurchased stock has not been determined. See Note 8, Stock Repurchase Programs, in the “Notes to Condensed Consolidated Financial Statements,” in Part I, Item 1 hereof for additional information. During the nine months ended November 1, 2025 and November 2, 2024, the Company accrued $1.1 million of excise tax in each period related to its share repurchase program as an additional cost of treasury shares.
On November 20, 2025, the Company announced that its Board of Directors declared a special dividend of $30.00 per share. The dividend is payable on the Class A Common Stock and Class B Common Stock of the Company on January 5, 2026 to stockholders of record as of December 12, 2025. The Company expects to fund the dividend from cash flows from operations.
The Company expects to finance its operations in the short-term and long-term from cash on hand, cash flows generated from operations and, if necessary, utilization of the credit facility. Depending upon our actual and anticipated sources and uses of liquidity, the Company will from time to time consider other possible financing transactions, the proceeds of which could be used to fund working capital or for other corporate purposes.
There have been no material changes in the information set forth under the caption “Commercial Commitments” in Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations, in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025.
OFF-BALANCE-SHEET ARRANGEMENTS
The Company has not created, and is not party to, any special-purpose entities or off-balance-sheet arrangements for the purpose of raising capital, incurring debt or operating the Company’s business. The Company does not have any off-balance-sheet arrangements or relationships that are reasonably likely to materially affect the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or the availability of capital resources.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company evaluates its estimates and judgments on an ongoing basis and predicates those estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances. Since future events and their effects cannot be determined with absolute certainty, actual results could differ from those estimates. For further information on our critical accounting policies and estimates, see “Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the notes to our audited financial statements included in our Annual Report on Form 10-K for the year ended February 1, 2025. As of November 1, 2025, there have been no material changes to these critical accounting policies and estimates.
NEW ACCOUNTING STANDARDS
For information with respect to new accounting pronouncements and the impact of these pronouncements on our condensed consolidated financial statements, see Note 2, Accounting Standards, in the “Notes to Condensed Consolidated Financial Statements,” in Part I, Item 1 hereof.
FORWARD-LOOKING INFORMATION
This report contains certain forward-looking statements. The following are or may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995: (a) statements including words such as “may,” “will,” “could,” “should,” “believe,” “expect,” “future,” “potential,” “anticipate,” “intend,” “plan,” “estimate,” “continue,” or the negative or other variations thereof; (b) statements regarding matters that are not historical facts; and (c) statements about the Company’s future occurrences, plans and objectives, including statements regarding management’s expectations and forecasts for the remainder of fiscal 2025 and beyond, statements regarding future income and cash flows from our new credit program with Citi, statements concerning the opening of new stores or the closing of existing stores, statements concerning sources of liquidity, statements concerning share repurchases, statements concerning pension contributions, statements regarding the impacts of inflation, trade restrictions, including tariffs, and the effectiveness of our ongoing initiatives to manage such costs, statements regarding expense management and statements concerning estimated taxes. The Company cautions that forward-looking statements contained in this report are based on estimates, projections, beliefs and assumptions of management and information available to management at the time of such statements and are not guarantees of future performance. The Company disclaims any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information or otherwise. Forward-looking statements of the Company involve risks and uncertainties and are subject to change based on various important factors. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements made by the Company and its management as a result of a number of risks, uncertainties and assumptions. Representative examples of those factors include (without limitation) general retail industry conditions and macro-economic conditions including inflation, economic recession and changes in traffic at malls and shopping centers; economic and weather conditions for regions in which the Company’s stores are located and the effect of these factors on the buying patterns of the Company’s customers, including the effect of changes in prices and availability of oil and natural gas; the availability of and interest rates on consumer credit; the impact of competitive pressures in the department store industry and other retail channels including specialty, off-price, discount and Internet retailers; changes in the Company’s ability to meet labor needs amid nationwide labor shortages and an intense competition for talent; changes in consumer spending patterns, debt levels and their ability to meet credit obligations; high levels of unemployment; changes in tax legislation; trade disputes and changes in trade policies including the imposition (or threat) of new or increased duties, taxes, tariffs and other charges impacting our products or supply chain; changes in legislation and governmental regulations; adequate and stable availability and pricing of materials, production facilities and labor from which the Company sources its merchandise; changes in operating expenses, including employee wages, commission structures and related benefits; system failures or data security breaches; possible future acquisitions of store properties from other department store operators; the continued availability of financing in amounts and at the terms necessary to support the Company’s future business; fluctuations in SOFR and other base borrowing rates; potential disruption from terrorist activity and the effect on ongoing consumer confidence; epidemic, pandemic or public health issues and their effects on public health, our supply chain, the health and well-being of our employees and customers and the retail industry in general; potential disruption of international trade and supply chain efficiencies; global conflicts (including the ongoing conflicts in the Middle East and Ukraine) and the possible impact on consumer spending patterns and other economic and demographic changes of similar or dissimilar nature, and other risks and uncertainties, including those detailed from time to time in our periodic reports filed with the Securities and Exchange Commission, particularly those set forth under the caption “Item 1A, Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There have been no material changes in the information set forth under the caption “Item 7A-Quantitative and Qualitative Disclosures about Market Risk” in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025.
Item 4. Controls and Procedures.
The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). The Company’s management, with the participation of our Principal Executive Officer and Co-Principal Financial Officers, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the fiscal quarter covered by this quarterly report, and based on that evaluation, the Company’s Principal Executive Officer and Co-Principal Financial Officers have concluded that these disclosure controls and procedures were effective.
There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended November 1, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 1. Legal Proceedings.
From time to time, the Company is involved in litigation relating to claims arising out of the Company’s operations in the normal course of business. This may include litigation with customers, employment related lawsuits, class action lawsuits, purported class action lawsuits and actions brought by governmental authorities. As of December 5, 2025, the Company is not a party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s business, results of operations, financial condition or cash flows.
Item 1A. Risk Factors.
There have been no material changes in the information set forth under the caption “Item 1A-Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
(c) Total Number of Shares
(d) Approximate Dollar Value of
Purchased as Part
Shares that May
(a) Total Number
of Publicly
Yet Be Purchased
of Shares
(b) Average Price
Announced Plans
Under the Plans
Period
Purchased
Paid per Share
or Programs
August 3, 2025 through August 30, 2025
165,215,709
August 31, 2025 through October 4, 2025
October 5, 2025 through November 1, 2025
In May 2023, the Company’s Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to $500 million of its Class A Common Stock under an open-ended plan (“May 2023 Stock Plan”). During the three months ended November 1, 2025, the Company repurchased no shares under its stock repurchase plan. As of November 1, 2025, $165.2 million of authorization remained under the May 2023 Stock Plan.
Reference is made to the discussion in Note 8, Stock Repurchase Programs, in the “Notes to Condensed Consolidated Financial Statements” in Part I, Item 1 of this Quarterly Report on Form 10-Q, which information is incorporated by reference herein.
Item 5. Other Information.
(c) During the three months ended November 1, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
Item 6. Exhibits.
Description
2.1*
Plan of Conversion (Exhibit 2.1 to Form 8-K dated as of August 20, 2025, File No. 1-6140).
3.1*
Certificate of Formation of Dillard’s, Inc. (Exhibit 3.1 to Form 8-K dated as of August 20, 2025, File No. 1-6140).
3.2*
Bylaws of Dillard’s, Inc. (Exhibit 3.2 to Form 8-K dated as of August 20, 2025, File No. 1-6140).
31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Co-Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
32.2
Certification of Co-Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
32.3
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Incorporated by reference as indicated.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
(Registrant)
Date:
December 5, 2025
/s/ Phillip R. Watts
Phillip R. Watts
Senior Vice President, Co-Principal Financial Officer and Principal Accounting Officer
/s/ Chris B. Johnson
Chris B. Johnson
Senior Vice President and Co-Principal Financial Officer