UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
| (Exact name of registrant as specified in its charter) | ||||
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| (Commission File Number) | (IRS Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
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| (Registrant’s telephone number, including area code) | ||||
| Not Applicable | ||||
| (Former name or former address, if changed since last report.) | ||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 18, 2025, Dillard’s, Inc. (the “Company”) filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware effecting the elimination of the Certificate of Designations relating to the Company’s Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”) previously filed by the Company with the Secretary of State of the State of Delaware on March 7, 2002. The shares of Series A Preferred Stock were reserved for issuance upon the exercise of rights under a shareholder rights plan that expired on March 2, 2012, and no shares of Series A Preferred Stock were ever issued or outstanding. Following the filing of the Certificate of Elimination with the Secretary of State of the State of Delaware, all previously authorized shares of Series A Preferred Stock resumed the status of undesignated shares of the Company’s preferred stock, par value $0.01 per share.
The Certificate of Elimination became effective upon filing, and a copy is filed as Exhibit 3.1 to this Current Report on Form 8-K. The above description of the Certificate of Elimination is a summary and, as such, is qualified in its entirety by reference to the full text of the Certificate of Elimination, which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 3.1 | Certificate of Elimination relating to the Series A Junior Participating Preferred Stock, dated July 18, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document). |
SIGNATURES
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 hereunto duly authorized.
| DILLARD’S, INC. | ||||
| Date: | July 21, 2025 | By: | /s/ Phillip R. Watts | |
| Name: | Phillip R. Watts | |||
| Title: | Senior Vice President, Co-Principal Financial Officer and Principal Accounting Officer | |||
| By: | /s/ Chris B. Johnson | |||
| Name: | Chris B. Johnson | |||
| Title: | Senior Vice President and Co-Principal Financial Officer | |||