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): March 12, 2025

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:

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. ¨

On March 12, 2025, Dillard's, Inc. (the "Company") entered into Amendment No. 5 to Credit Agreement (the “Amendment”) to the Five-Year Credit Agreement, dated as of May 13, 2015 (as amended by Amendment No. 1 to Credit Agreement dated as of August 9, 2017, by Amendment No. 2 to Credit Agreement dated as of April 30, 2020, by Amendment No. 3 to Credit Agreement, dated as of April 28, 2021 and by Amendment No. 4 to Credit Agreement, dated as of June 16, 2023, the “Credit Agreement”). After giving effect to the Amendment, commitments remain at $800 million with a $200 million expansion option, and the new maturity date is March 12, 2030. There are no financial covenant requirements under the amended Credit Agreement provided availability exceeds $80 million and no specified event of default has occurred or is continuing. The Amendment also reduced the applicable rate to (A)(x) 1.25% per annum in the case of Term Benchmark loans and (y) 0.25% per annum in case of base rate loans when the 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 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, in each case, with a 10 basis point credit spread adjustment for Term Benchmark loans. The Amendment reduced the unused commitment fee to (A) 0.25% per annum when the average amount utilized is less than 50% of the total commitment and (B) 0.20% per annum when the average amount utilized is greater than or equal to 50% of the total commitment. The facility was arranged by JPMorgan Chase Bank, N.A.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On March 17, 2025, the Company issued a press release announcing the Amendment. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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.