DILLARD'S, INC. — Transaction in Own Shares 2021

May 17, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2021

Dillard's, Inc.
(Exact name of registrant as specified in its charter)

Delaware	1-6140	71-0388071
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1600 Cantrell Road — Little Rock	72201
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code ( 501 ) 376-5200

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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 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 8.01 Other Events.

On May 15, 2021, the registrant issued a press release announcing that the Company's Board of Directors had authorized a $500 million share repurchase program of its Class A Common Stock and the issuance of a $0.15 dividend payable on the Company's Class A and Class B Common Stock. A copy of the press release is furnished as Exhibit 99.

Item 9.01 Financial Statements and Exhibits.

99 Press Release dated May 15 , 2021

104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURE

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.

By:	DILLARD'S, INC. — /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