DDS

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 January 31, 2026. EXECUTIVE OVERVIEW The Company reported a good start to fiscal 2026, marked by a 3% comparable store sales growth for the first quarter supported by a strong, increased retail gross margin of 45.8% of sales. For the three months ended May 2, 2026, the Company reported net income of $250.6 million ($16.04 per share) compared to net income of $163.8 million ($10.39 per share) for the three months ended May 3, 2025. Included in net income for the 13 weeks ended May 2, 2026 is a pre-tax gain on litigation settlement, net of legal fees, of $104.1 million ($79.6 million after tax or $5.10 per share) related to the Company’s favorable settlement of a long-standing lawsuit involving credit card interchange fees. Compared to the prior year first quarter, both total retail sales (which exclude construction sales) and comparable store sales increased 3%. Retail gross margin increased to 45.8% of sales from 45.5% reported in the prior year first quarter. Ending inventory increased 3% at May 2, 2026 compared to May 3, 2025. Selling, general and administrative expenses for the three months ended May 2, 2026 were $444.0 million (28.3% of sales) compared to $421.7 million (27.6% of sales) for the prior year first quarter. The increase of $22.3 million was largely due to higher payroll and payroll-related expenses. Net cash provided by operating activities was $364.0 million for the three months ended May 2, 2026 compared to $232.6 million for the prior year first quarter. As of May 2, 2026, the Company had working capital of $1.760 billion (including cash and cash equivalents of $1.158 billion and short-term investments of $259.7 million) and $521.7 million of total debt outstanding, including one scheduled debt maturity of $96.0 million due July 2026, $225.7 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 May 2, 2026. ​ 16 Table of Contents Key Performance Indicators We use a number of key indicators of financial condition and operating performance to evaluate our business, including the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ May 2, ​ ​ ​ May 3, ​ ​ ​ ​ ​ 2026 ​ 2025 ​ Net sales (in millions) ​ $ 1,568.4 ​ $ 1,528.9 ​ Retail stores sales trend ​ 3 % (2) % Comparable retail stores sales trend ​ 3 % (1) % Gross margin (in millions) ​ $ 698.1 ​ $ 671.2 ​ Gross margin as a percentage of net sales ​ 44.5 % 43.9 % Retail gross margin as a percentage of retail net sales ​ 45.8 % 45.5 % Selling, general and administrative expenses as a percentage of net sales ​ 28.3 % 27.6 % Cash flow provided by operations (in millions) ​ $ 364.0 ​ $ 232.6 ​ Total retail store count at end of period ​ 272 ​ 272 ​ Retail sales per square foot ​ $ 33 ​ $ 32 ​ Retail store inventory trend ​ 3 % 6 % Annualized retail merchandise inventory turnover ​ 2.4 ​ 2.3 ​ 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 long-term private label credit card marketing and servicing alliance with Citibank, N.A. (“Citibank Alliance”). 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. 17 Table of Contents 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 litigation settlement. Gain on litigation settlement includes the proceeds received, net of legal expenses, from the settlement of credit card interchange fee litigation. 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. 18 Table of Contents 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ ​ May 2, ​ ​ ​ May 3, ​ ​ ​ ​ ​ ​ 2026 ​ 2025 ​ ​ ​ ​ Net sales 100.0 % 100.0 % ​ Service charges and other income 1.3 1.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.3 101.2 ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales 55.5 56.1 ​ Selling, general and administrative expenses 28.3 27.6 ​ Depreciation and amortization 2.8 2.9 ​ Rentals 0.2 0.3 ​ Interest and debt (income) expense, net 0.0 (0.1) ​ Other expense 0.3 0.4 ​ Gain on litigation settlement ​ (6.6) ​ 0.0 ​ ​ Gain on disposal of assets 0.0 0.0 ​ ​ ​ ​ ​ ​ ​ ​ Income before income taxes and equity in earnings of joint ventures ​ 20.9 ​ 14.0 ​ ​ Income taxes 4.9 3.3 ​ Equity in earnings of joint ventures ​ 0.0 0.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income 16.0 % 10.7 % ​ ​ Net Sales ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ ​ ​ ​ ​ May 2, ​ May 3, ​ ​ ​ (in thousands of dollars) ​ 2026 ​ 2025 ​ $ Change Net sales: ​ ​ ​ ​ ​ ​ Retail operations segment ​ $ 1,518,165 ​ $ 1,467,937 ​ $ 50,228 Construction segment ​ 50,262 ​ 60,926 ​ (10,664) Total net sales ​ $ 1,568,427 ​ $ 1,528,863 ​ $ 39,564 19 Table of Contents The percent change by segment and product category in the Company’s sales for the three months ended May 2, 2026 compared to the three months ended May 3, 2025 as well as the sales percentage by segment and product category to total net sales for the three months ended May 2, 2026 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % Change ​ ​ ​ % of ​ ​ 2026 - 2025 ​ Net Sales Retail operations segment ​ ​ ​ Cosmetics 0.9 % 15 % Ladies’ apparel 1.9 23 ​ Ladies’ accessories and lingerie 6.6 13 ​ Juniors’ and children’s apparel 2.9 10 ​ Men’s apparel and accessories 3.6 18 ​ Shoes 5.1 15 ​ Home and furniture 8.4 3 ​ ​ ​ ​ 97 ​ Construction segment (17.5) 3 ​ Total ​ ​ 100 % ​ Net sales from the retail operations segment increased $50.2 million, or approximately 3%, and sales in comparable stores increased approximately 3% during the three months ended May 2, 2026 compared to the three months ended May 3, 2025. Sales in home and furniture, ladies’ accessories and lingerie and shoes increased significantly. Sales in men’s apparel and accessories, juniors’ and children’s apparel and ladies’ apparel increased moderately, while sales in cosmetics increased slightly. ​ The number of sales transactions decreased 3% for the three months ended May 2, 2026 compared to the three months ended May 3, 2025, while the average dollars per sales transaction increased 7%. We recorded a return asset of $13.4 million and $13.9 million and an allowance for sales returns of $26.6 million and $27.4 million as of May 2, 2026 and May 3, 2025, respectively. ​ During the three months ended May 2, 2026, net sales from the construction segment decreased $10.7 million, or approximately 18%, compared to the three months ended May 3, 2025 due to a decrease in construction activity. The remaining performance obligations related to executed construction contracts totaled $176.9 million as of May 2, 2026, increasing approximately 26% from January 31, 2026 and increasing approximately 2% from May 3, 2025. We expect these remaining performance obligations to be satisfied over the next nine to eighteen months. Service Charges and Other Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ Months ​ ​ ​ ​ ​ ​ ​ ​ May 2, ​ May 3, ​ $ Change ​ ​ (in thousands of dollars) ​ 2026 ​ ​ ​ 2025 ​ 2026 - 2025 ​ ​ ​ ​ Service charges and other income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retail operations segment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income from the Citibank Alliance ​ $ 9,241 ​ $ 5,872 ​ $ 3,369 ​ ​ Shipping and handling income ​ 7,764 ​ 8,061 ​ (297) ​ ​ Other ​ 3,170 ​ 4,149 ​ (979) ​ ​ ​ ​ 20,175 ​ 18,082 ​ 2,093 ​ ​ Construction segment ​ 19 ​ 26 ​ (7) ​ ​ Total service charges and other income ​ $ 20,194 ​ $ 18,108 ​ $ 2,086 ​ ​ ​ Service charges and other income includes the income from the Citibank Alliance. Income from the alliance increased $3.4 million for the three months ended May 2, 2026 compared to the three months ended May 3, 2025, primarily from decreases in credit losses. ​ 20 Table of Contents Gross Margin ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 2, ​ ​ ​ May 3, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands of dollars) ​ 2026 ​ 2025 ​ $ Change ​ % Change ​ ​ ​ ​ Gross margin: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ ​ ​ ​ ​ ​ ​ ​ Retail operations segment ​ $ 694,880 ​ $ 668,265 ​ $ 26,615 4.0 % ​ Construction segment ​ 3,179 ​ 2,907 ​ 272 9.4 ​ ​ Total gross margin ​ $ 698,059 ​ $ 671,172 ​ $ 26,887 4.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ May 2, ​ May 3, ​ ​ 2026 ​ ​ ​ 2025 ​ Gross margin as a percentage of segment net sales: ​ ​ ​ ​ Retail operations segment 45.8 % 45.5 % Construction segment 6.3 4.8 ​ Total gross margin as a percentage of net sales 44.5 43.9 ​ ​ Gross margin, as a percentage of sales, increased to 44.5% from 43.9% during the three months ended May 2, 2026 compared to the three months ended May 3, 2025. Gross margin from retail operations, as a percentage of sales, increased to 45.8% from 45.5% during the three months ended May 2, 2026 compared to the three months ended May 3, 2025. Gross margin increased moderately in shoes, while gross margin in ladies’ accessories and lingerie increased slightly. Gross margin decreased slightly in ladies’ apparel, while gross margin in home and furniture decreased moderately. Gross margin was essentially unchanged in all other product categories. Total inventory increased 3% at May 2, 2026 compared to May 3, 2025. A 1% change in the dollar amount of markdowns would have impacted net income by approximately $1 million for the three months ended May 2, 2026. Inflation and changing trade restrictions, including tariffs, pose a risk to our operations. The extent to which our business will be affected by these factors depends on our customers’ continuing ability and willingness to accept higher prices and the effectiveness of our ongoing initiatives to manage these fluctuating costs. ​ 21 Table of Contents Selling, General and Administrative Expenses (“SG&A”) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 2, ​ ​ ​ May 3, ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands of dollars) ​ 2026 ​ 2025 ​ $ Change ​ % Change ​ SG&A: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ ​ ​ ​ ​ ​ ​ ​ Retail operations segment ​ $ 441,409 ​ $ 419,515 ​ $ 21,894 5.2 % Construction segment ​ 2,571 ​ 2,175 ​ 396 18.2 ​ Total SG&A ​ $ 443,980 ​ $ 421,690 ​ $ 22,290 5.3 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ ​ ​ May 2, ​ May 3, ​ ​ ​ 2026 ​ ​ ​ 2025 ​ SG&A as a percentage of segment net sales: ​ ​ ​ ​ ​ Retail operations segment 29.1 % 28.6 % Construction segment 5.1 3.6 Total SG&A as a percentage of net sales 28.3 27.6 ​ SG&A increased to 28.3% of sales during the three months ended May 2, 2026 from 27.6% of sales during the three months ended May 3, 2025, increasing $22.3 million in total dollars. During the three months ended May 2, 2026 and May 3, 2025, payroll and payroll-related expenses were $311.0 million and $297.9 million, respectively, increasing $13.1 million. Inflation continues to be a concern for management, impacting many areas of our operating expenses. Interest and Debt (Income) Expense, Net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 2, ​ ​ ​ May 3, ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands of dollars) ​ 2026 ​ 2025 ​ $ Change ​ % Change ​ Interest and debt (income) expense, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ ​ ​ ​ ​ ​ ​ ​ Retail operations segment ​ $ (479) ​ $ (612) ​ $ 133 (21.7) % Construction segment ​ (220) ​ (210) ​ (10) 4.8 ​ Total interest and debt (income) expense, net ​ $ (699) ​ $ (822) ​ $ 123 (15.0) % Interest and debt (income) expense, net, includes interest income of $11.2 million for the three months ended May 2, 2026 and May 3, 2025. Gain on Litigation Settlement ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 2, ​ ​ ​ May 3, ​ ​ ​ ​ ​ (in thousands of dollars) ​ 2026 ​ 2025 ​ $ Change Gain on litigation settlement: ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ ​ ​ ​ ​ ​ Retail operations segment ​ $ (104,081) ​ $ — ​ $ (104,081) Construction segment ​ — ​ — ​ — Total gain on litigation settlement ​ $ (104,081) ​ $ — ​ $ (104,081) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ During the three months ended May 2, 2026, the Company received a settlement related to credit card interchange fee litigation of $104.1 million, net of legal expenses, which was recorded in gain on litigation settlement. ​ 22 Table of Contents Income Taxes The Company’s estimated federal and state effective income tax rate was approximately 23.5% and 23.3% for the three months ended May 2, 2026 and May 3, 2025, respectively. During the three months ended May 2, 2026 and May 3, 2025, 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 2026 federal and state effective income tax rate to approximate 23%. This rate may change if results of operations for fiscal 2026 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. FINANCIAL CONDITION A summary of net cash flows for the three months ended May 2, 2026 and May 3, 2025 follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ ​ ​ ​ ​ May 2, ​ May 3, ​ ​ ​ (in thousands of dollars) ​ 2026 ​ ​ ​ 2025 ​ $ Change Operating activities ​ $ 363,978 ​ $ 232,632 ​ $ 131,346 Investing activities ​ (63,092) ​ 55,278 ​ (118,370) Financing activities ​ (4,684) ​ (105,260) ​ 100,576 Total Increase in Cash and Cash Equivalents ​ $ 296,202 ​ $ 182,650 ​ $ 113,552 ​ Net cash flows from operations increased $131.3 million during the three months ended May 2, 2026 compared to the three months ended May 3, 2025. This increase was primarily related to proceeds of $104.1 million, net of legal expenses, received from a settlement agreement the Company entered into related to credit card interchange fee litigation. Citibank, N.A. (“Citi”) establishes, owns and manages Dillard’s private label credit cards, including credit cards co-branded with Mastercard Incorporated (“Mastercard,” collectively the “private label cards”), under the Citibank Alliance, which began in fiscal 2024. The term of the Citibank Alliance 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 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 $9.2 million and $5.9 million from the Citibank Alliance during the three months ended May 2, 2026 and May 3, 2025, respectively. Capital expenditures were $17.2 million and $16.9 million for the three months ended May 2, 2026 and May 3, 2025, respectively. The capital expenditures were primarily related to equipment purchases, the continued construction of new stores and the remodeling of existing stores. During the three months ended May 2, 2026, the Company opened a new location at The Mall at Fairfield Commons in Beavercreek, Ohio (160,000 square feet). We remain committed to closing stores where appropriate and may incur future closing costs related to such stores when they close. 23 Table of Contents During the three months ended May 2, 2026 and May 3, 2025, the Company purchased certain treasury bills for $258.5 million and $212.4 million, respectively, that are classified as short-term investments. During the three months ended May 2, 2026 and May 3, 2025, the Company received proceeds of $212.5 million and $282.8 million, respectively, related to maturities of these short-term investments. The Company had cash and cash equivalents of $1.158 billion as of May 2, 2026. 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 three months ended May 3, 2025, the Company paid $3.3 million in issuance costs related to the 2025 amendment, which were recorded in other assets on the condensed consolidated balance sheet. At May 2, 2026, 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 three months ended May 2, 2026, no share repurchases were made under the Company’s stock repurchase plan. During the three months ended May 3, 2025, the Company repurchased 0.3 million shares of Class A Common Stock at an average price of $355.65 per share for $98.0 million under the Company’s stock repurchase plan. As of May 2, 2026, $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 three months ended May 3, 2025, the Company accrued $1.0 million of excise tax related to its share repurchase program as an additional cost of treasury shares. 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 January 31, 2026. 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 24 Table of Contents 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 January 31, 2026. As of May 2, 2026, 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 2026 and beyond, 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, wages, trade restrictions, including tariffs, and the effectiveness of our ongoing initiatives to manage such costs, statements regarding remaining performance obligations, 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; inability to effectively utilize advancements in technology, including artificial intelligence; 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 January 31, 2026. ​ 25 Table of Contents