狄乐百货 2025年度报告

Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required tosubmit such files).☒Yes☐No 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 growthcompany” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of August2, 2025 was$3,465,020,033. Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of February28, 2026: Table of Contents ItemNo. PARTI 1.Business1A.Risk Factors1B.Unresolved Staff Comments1C.Cybersecurity2.Properties3.Legal Proceedings4.Mine Safety Disclosures 141313141616 PARTIIMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer 5.Purchases of Equity Securities187.Management’s Discussion and Analysis of Financial Condition and Results ofOperations207A.Quantitative and Qualitative Disclosures about Market Risk378.Financial Statements and Supplementary Data389.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure389A.Controls and Procedures389B.Other Information389C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections39 PARTIIIDirectors, Executive Officers and Corporate Governance 10.4011.Executive Compensation4012.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters4113.Certain Relationships and Related Transactions, and Director Independence4114.Principal Accountant Fees and Services41 PARTIVExhibits and Financial Statement Schedules 15.4216.Form10-K Summary46 PARTI ITEM1.BUSINESS. Dillard’s,Inc. (“Dillard’s”, the “Company”, “we”, “us”, “our” or “Registrant”) ranks among thenation’s largest fashion apparel, cosmetics and home furnishing retailers. The Company, originally foundedin 1938 by William T. Dillard, was incorporated in Delaware in 1964 (and was reincorporated in Texas in2025). As of January 31, 2026, we operated 271 Dillard’s stores, including 28 clearance centers, and anInternet store at dillards.com offering a wide selection of merchandise including fashion apparel forwomen, men and children, accessories, cosmetics, home furnishings and other consumer goods. TheCompany also operates a general contracting construction company, CDI Contractors,LLC (“CDI”), aportion of whose business includes constructing and remodeling stores for the Company. The following table summarizes thepercentage of net sales by segment and major product line: Additional information regarding our business, results of operations and financial condition, includinginformation pertaining to our reporting segments, can be found in Management’s Discussion and Analysisof Financial Condition and Results of Operations in Item7 hereof and in Note2 in the “NotestoConsolidated Financial Statements” in Item8 hereof. Customers may visit us in person at any of our retail stores located primarily in shopping malls andopen-air centers throughout the southwest, southeast and midwest regions