Form SCHEDULE 13D DIXIE GROUP INC Filed by: FRIERSON DANIEL K
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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The Dixie Group, Inc. (Name of Issuer) |
Common Stock, Par Value $3.00 Per Share (Title of Class of Securities) |
(CUSIP Number) |
John F. Henry, Jr., Esq. 832 Georgia Avenue, Suite1200 Chattanooga, TN, 37402 423-756-6600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/26/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Daniel K Frierson | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
TENNESSEE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,099,915.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
This report is filed to acknowledge and to state that the parties to the former Shareholders Agreement dated November 6, 2015 and amended as of July 11, 2016, (and which has expired ) are no longer deemed to be a group for purposes of reporting their beneficial ownership of the Common Stock of the Dixie Group, Inc.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Joan H. Frierson, individually in her capacity as trustee for named grandchildren | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TENNESSEE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
153,152.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Emily F. Brown | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TENNESSEE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
33,177.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
D. Kennedy Frierson, Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TENNESSEE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
454,601.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, Par Value $3.00 Per Share | |
| (b) | Name of Issuer:
The Dixie Group, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
475 Reed Road, Dalton,
GEORGIA
, 30720. | |
Item 1 Comment:
Amendment No. 23 | ||
| Item 2. | Identity and Background | |
| (a) | Daniel K Frierson | |
| (b) | 475 Reed Road, Dalton, GA 30720 | |
| (c) | 475 Reed Road, Dalton, GA 30720 | |
| (d) | None | |
| (e) | None | |
| (f) | United States of America | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Not applicable for purposes of this Amendment No. 23 | ||
| Item 4. | Purpose of Transaction | |
This report is filed to acknowledge and to state that the parties to the former Shareholders Agreement dated November 6, 2015 and amended as of July 11, 2016, (and which has expired ) are no longer deemed to be a group for purposes of reporting their beneficial ownership of the Common Stock of the Dixie Group, Inc. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, Mr. Frierson may be deemed to be the beneficial owner (pursuant to Rule 13d-3) of an aggregate of 1,099,915 shares of Common Stock constituting approximately 7.3% of the 14,075,583 shares of Common Stock deemed to be outstanding as of May 25, 2026. | |
| (b) | 1,099,915 | |
| (c) | This report is filed to acknowledge and to state that the parties to the former Shareholders Agreement dated November 6, 2015 and amended as of July 11, 2016, (and which has expired ) are no longer deemed to be a group for purposes of reporting their beneficial ownership of the Common Stock of the Dixie Group, Inc. | |
| (d) | Daniel K. Frierson - 1,099,915 - Aggregate
Joan Frierson - 153,152 - Aggregate
Emily Frierson Brown - 33,177 - Aggregate
D. Kennedy Frierson, Jr. - 454,601 - Aggregate | |
| (e) | Not Applicable | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
This report is filed to acknowledge and to state that the parties to the former Shareholders Agreement dated November 6, 2015 and amended as of July 11, 2016, (and which has expired ) are no longer deemed to be a group for purposes of reporting their beneficial ownership of the Common Stock of the Dixie Group, Inc.
On March 12, 2026 Daniel K. Frierson received 40,781 Long-Term Incentive shares (20,391 Common Stock and 20,390 Class B) and 25,000 Career Shares (12,500 Common Stock and 12,500 Class B).
On March 12, 2026 D. Kennedy Frierson, Jr. received 19,031 Long-Term Incenive shares (590 Common Stock and 18,441 Class B) and 26,250 Career Shares (814 Common Stock and 25,436 Class B).
On March 31, 2026 Daniel K. Frierson forfeited 16,172 Common stock shares to pay taxes on vesting shares.
On March 31, 2026 D. Kennedy Frierson, Jr. forfeited 5,515 Common stock shares to pay taxes on vesting shares. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A
Joint Filing Agreement Pursuant to Rule 13d-1(k)
The undersigned hereby agree that reports on Schedule 13D and amendments thereto may be filed in a single statement on behalf of each of such persons, and further each of such persons designates Daniel K. Frierson as their agent and Attorney in Fact for the purposes of executing any and all Schedule 13D filings required to be made by them with the Securities and Exchange Commission.
SHAREHOLDERS
/s/ Daniel K. Frierson
Daniel K. Frierson
/s/ D. Kennedy Frierson, Jr.
D. Kennedy Frierson, Jr.
/s/ Emily F. Brown Emily F. Brown
/s/ Joan H. Frierson
Joan H. Frierson, individually, and
In her capacity as Trustee for Crocker F. Barker; Alice Kennedy Brown; Frierson L. Brown; Bennett P. Brown; Madeleine C. Frierson; and Parker E. Frierson | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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