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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): February 6, 2026
Designer Brands Inc.
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | |
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| Ohio | | 001-32545 | | 31-0746639 |
| (State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | | | | | |
| | | |
810 DSW Drive, Columbus, Ohio | | 43219 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (614) 237-7100 | | |
| |
| N/A |
| (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:
☐ 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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A Common Shares, without par value | DBI | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 6, 2026, the Board appointed Sheamus Toal as the Company’s Executive Vice President, Chief Financial Officer and as Principal Financial Officer (the “Appointment”), with such Appointment to be effective as of February 16, 2026 (the “Effective Date”). In connection with the Appointment, Mark A. Haley will step down from his role as interim Principal Financial Officer of the Company, effective as of the Effective Date. Mr. Haley will continue to serve as the Company’s Senior Vice President, Controller and Principal Accounting Officer.
Prior to joining the Company, Mr. Toal, 56, served as Chief Operating Officer and Chief Financial Officer of The Children’s Place, Inc., a children’s specialty retailer, from August 2023 to December 2024 and as Senior Vice President, Chief Financial Officer of The Children’s Place, Inc. from November 2022 to July 2023. Mr. Toal served as the Executive Vice President and Chief Financial Officer of Saatva, Inc., a high growth digital e-commerce retailer, from 2021 to 2022. Previously, Mr. Toal spent more than 16 years at New York & Company, a fashion retailer, from 2004 to 2021, where he held several senior level finance and operational roles, including Chief Operating Officer, Chief Financial Officer, Chief Accounting Officer and Treasurer, culminating in his role as Chief Executive Officer from 2020 to 2021. Earlier in his career, Mr. Toal held positions of increasing responsibility in finance and accounting at Footstar, Inc. and Standard Motors Products, Inc., and served as a Manager with KPMG, LLP. Mr. Toal holds a Bachelor of Science in Accounting from St. John’s University and is a Certified Public Accountant in the State of New York.
There are no arrangements or understandings between Mr. Toal and any other person pursuant to which he was appointed as Executive Vice President, Chief Financial Officer. In addition, there are no family relationships between Mr. Toal and any directors or executive officers of the Company, and no transactions are required to be reported under Item 404(a) of Regulation S-K between Mr. Toal and the Company.
In connection with his Appointment and beginning on the Effective Date, Mr. Toal’s annual base salary will be $750,000. Mr. Toal’s target bonus under the Company’s 2005 Cash Incentive Compensation Plan will be 75% of his annual base salary. Additionally, Mr. Toal will receive an annual equity award under our 2026 long-term incentive program with an aggregate target value of $1,500,000, which will consist of performance shares (50%) and restricted stock units (50%), and the vesting of which will be subject to continued service for the Company, and the terms and conditions of the applicable award agreements.
Mr. Toal and the Company have entered into an Executive Agreement (the “Agreement”) that, among other things, provides for payments and benefits following termination of Mr. Toal’s employment without “cause” (as defined in the Agreement). Pursuant to the terms of the Agreement, if the Company involuntarily terminates Mr. Toal’s employment without “cause,” and provided that Mr. Toal signs a release of claims in favor of the Company, he would be entitled to receive: (i) salary continuation for a 12-month period, based on his salary as of the date of termination; (ii) a pro-rata share of any annual cash incentive bonus paid for performance in the fiscal year in which the termination occurs; (iii) 12 months of accelerated vesting with respect to outstanding stock options, time-based restricted stock units, and performance shares; and (iv) reimbursement for the cost of maintaining continuing health coverage under COBRA for a period of up to 12 months following the date of termination, less the employee premium for health coverage. In exchange, the Agreement provides that Mr. Toal will be subject to certain confidentiality, non-competition, non-solicitation and non-disparagement provisions and certain post-termination cooperation covenants.
The foregoing summary of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Agreement, which will be filed as an exhibit to the Company’s next periodic report.
Item 7.01 Regulation FD Disclosure.
On February 11, 2026, the Company issued a press release announcing the Appointment, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this report furnished pursuant to Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references the information furnished pursuant to Item 7.01 of this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit Number | | Description |
99.1 | | Press Release of Designer Brands Inc., dated February 11, 2026. |
| 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.
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| | | | Designer Brands Inc. |
| | | By: | /s/ Lisa M. Yerrace |
| | | | Lisa M. Yerrace |
| | | | Senior Vice President, General Counsel and Corporate Secretary |
| | | | |
| Date: | February 11, 2026 | | | |
Designer Brands Inc. Appoints Sheamus Toal as Chief Financial Officer
Appointment Effective February 16, 2026
COLUMBUS, Ohio, February 11, 2026 - Designer Brands Inc. (NYSE: DBI) (the "Company," "we," "us," "our," and "Designer Brands"), today announced that Sheamus Toal will join the company as Executive Vice President, Chief Financial Officer and Principal Financial Officer, effective February 16, 2026. Mark Haley, who has served as Interim Principal Financial Officer during the transition period, will return full time to his position as Senior Vice President, Controller and Principal Accounting Officer.
Sheamus brings deep financial and operational experience shaped by decades of leadership in Chief Financial Officer and Chief Operating Officer roles across large, complex public and private companies. As a proven strategic partner to boards and management teams, he has led omnichannel retailers through critical milestones including acquisitions, capital raises, and reorganizations.
“Sheamus brings an exceptional blend of financial expertise and operational leadership, with a strong track record of navigating complexity and building resilient, high-performing organizations,” said Doug Howe, Chief Executive Officer. “I am confident his experience working closely with management teams, boards, and the investor community will be invaluable as we continue to execute on our strategic initiatives and drive long-term value for our stakeholders.”
Most recently, Sheamus served as Chief Operating Officer and Chief Financial Officer of The Children’s Place, overseeing finance and end-to-end operations for a multi-brand public retailer with significant size and scale. In this role, he strengthened liquidity, optimized a digitally-driven business model, and delivered significant cost savings and earnings improvement. Previously, Sheamus served as Executive Vice President, Chief Financial Officer of Saatva.com, where he drove a notable growth in topline revenue, improvement in profitability, led public-company readiness efforts, and executed major financing transactions. Earlier, Sheamus spent more than a decade in senior leadership roles at the multi-brand publicly traded retailer New York & Company, including 12 years as Chief Financial Officer, and then later served as Chief Executive Officer.
“I’m thrilled to have the opportunity to join Designer Brands and work alongside such a talented leadership team during an incredibly exciting and transformative period,” said Sheamus Toal, incoming Chief Financial Officer of Designer Brands. “I look forward to partnering closely across the organization to build on the strong foundation already in place, strengthen our financial and operational capabilities, and support the company’s long-term growth strategy.”
About Designer Brands
Designer Brands is one of the world's largest designers, producers, and retailers of the most recognizable footwear brands and accessories, transforming and defining the footwear industry through a mission of being shoe obsessed. With a diversified, world-class portfolio of coveted brands, including Topo Athletic, Keds, Vince Camuto, Kelly & Katie, Jessica Simpson, Lucky Brand, Mix No. 6, Crown Vintage and others, Designer Brands designs and produces on-trend footwear and accessories for all of life's occasions delivered to the consumer through a robust direct-to-consumer omni-channel infrastructure and powerful national wholesale distribution. Powered by a billion-dollar digital commerce business across multiple domains and over 670 DSW Designer Shoe Warehouse, The Shoe Co., and Rubino stores in North America, Designer Brands delivers current, in-line footwear and accessories from the largest national brands in the industry and holds leading market share positions in key product categories across women's, men's, and kids'. Designer Brands also distributes its brands internationally through select wholesale and distributor relationships while also leveraging design and sourcing expertise to build private label products for national retailers. Designer Brands is committed to being a difference maker in the world and the footwear industry. By leading with our corporate values of We Belong and We Do What's Right, Designer Brands supports the global community and the health of the planet by donating more than twelve million pairs of shoes to the global non-profit Soles4Souls since 2018. To learn more, visit www.designerbrands.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Certain statements in this press release may constitute forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by the use of forward-looking words such as "outlook," "could," "believes," "expects," "potential,"
"continues," "may," "will," "should," "would," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates," or the negative version of those words or other comparable words. These statements are based on the Company's current views and expectations and involve known and unknown risks, uncertainties, and other factors, many of which are outside of the Company's control, that may cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. These factors include, but are not limited to: uncertain general economic and financial conditions, including economic volatility and potential downturn or recession, supply chain disruptions, new or increased tariffs and other barriers to trade, fluctuating interest rates, unemployment rates and inflationary pressures, and the related impacts to consumer discretionary spending, as well as our ability to plan for and respond to the impact of these conditions; our ability to anticipate and respond to rapidly changing consumer preferences, seasonality, customer expectations, and fashion trends; the impact on our consumer traffic and demand, our business operations, and the operations of our suppliers, as we experience unseasonable weather, climate change evolves, and the frequency and severity of weather events increases; our ability to execute on our business strategies, including growing our Brand Portfolio segment, enhancing in-store and digital shopping experiences, and meeting consumer demands; our ability to successfully and efficiently integrate acquisitions in a manner that does not impede growth; our ability to maintain strong relationships with our suppliers, vendors, licensors, and retailer customers; risks related to losses or disruptions associated with our distribution systems, including our distribution centers and stores, whether as a result of reliance on third-party providers or otherwise; risks related to cyber security threats and privacy or data security breaches or the potential loss or disruption of our information technology ("IT") systems, or those of our vendors; risks related to the implementation of new or updated IT systems; our ability to protect our reputation and to maintain the brands we license; our reliance on our reward programs and marketing to drive traffic, sales, and customer loyalty; our ability to successfully integrate new hires or changes in leadership and retain our existing management team, and to continue to attract qualified new personnel; risks related to restrictions imposed by our senior secured asset-based revolving credit facility, as amended, and our senior secured term loan credit agreement, as amended, that could limit our ability to fund our operations; our competitiveness with respect to style, price, brand availability, shopping platforms, and customer service; risks related to our international operations and our reliance on foreign sources for merchandise; our ability to comply with laws and regulations, as well as other legal obligations; risks associated with climate change and other corporate responsibility issues; and
uncertainties related to future legislation, regulatory reform, policy changes, or interpretive guidance on existing legislation. Risks and other factors that could cause our actual results to differ materially from our forward-looking statements are described in the Company's Annual Report on Form 10-K for the fiscal year ended February 1, 2025 or our other reports made or filed with the Securities and Exchange Commission. All forward-looking statements speak only as of the time when made. Except as may be required by applicable law, the Company undertakes no obligation to update or revise the forward-looking statements included in this press release to reflect any future events or circumstances.
For further information: Stacy Turnof, DesignerBrandsIR@edelman.com
