Designer Brands (NYSE: DBI) EVP converts RSUs, withholds shares for taxes

Rhea-AI Filing Summary

Designer Brands Inc. executive Mary Turner reported equity award activity involving company stock. On March 3, 2026, she acquired 1,430 dividend equivalent rights linked to previously granted restricted stock units and 23,273 restricted stock units, which each represent the right to receive one Class A common share.

These derivative awards were exercised or converted into 24,703 Class A common shares. In a separate move the same day, 13,224 Class A shares were disposed of at $7.20 per share to satisfy tax obligations, leaving her with 27,318 Class A shares held directly after the transactions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Turner Mary

(Last) (First) (Middle)

810 DSW DRIVE

(Street)

COLUMBUS OH 43219

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Designer Brands Inc. [ DBI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP;Pres DesignerBrands Canada

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Shares	03/03/2026		M		24,703	A	$0.0000	40,542	D
Class A Common Shares	03/03/2026		F		13,224	D	$7.2	27,318	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Dividend Equivalent Rights	(1)	03/03/2026		M			1,430	(1)	(1)	Class A Common Shares	1,430	$0.0000	6,668	D
Restricted Stock Unit	(2)	03/03/2026		M			23,273	(3)	03/03/2027	Class A Common Shares	23,273	$0.0000	23,272	D

Explanation of Responses:

1. The dividend equivalent rights accrued on previously awarded restricted stock units (RSUs) and become exercisable proportionately with the RSUs to which they relate. Each dividend equivalent right is the economic equivalent of one share of Issuer's Class A common stock.

2. Each restricted stock unit represents a contingent right to receive one share of Issuer's Class A common stock.

3. Restricted stock unit vests one-third per year beginning on the first anniversary of the date of grant.

	Katherine Alfano, Attorney-in-Fact	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Designer Brands (DBI) executive Mary Turner report?

Mary Turner reported exercising derivative awards and a related tax-share disposition. She converted dividend equivalent rights and restricted stock units into Class A common shares, then had 13,224 shares withheld at $7.20 each to cover tax obligations, ending with 27,318 shares directly owned.

How many Designer Brands (DBI) shares did Mary Turner acquire through equity awards?

Mary Turner acquired 1,430 dividend equivalent rights and 23,273 restricted stock units tied to Designer Brands stock. These derivative securities were exercised or converted into 24,703 Class A common shares as part of her executive compensation, increasing her direct equity exposure before tax withholding.

Why were 13,224 Designer Brands (DBI) shares disposed of in Mary Turner’s Form 4?

The 13,224 Class A common shares were disposed of to pay tax liabilities. The Form 4 labels this as a tax-withholding disposition at $7.20 per share, meaning shares were surrendered rather than sold in an open-market trade, consistent with typical settlement of equity award taxes.

What are dividend equivalent rights and RSUs in the Designer Brands (DBI) filing?

Dividend equivalent rights track dividends on unvested awards and each equals one Class A share economically. Restricted stock units (RSUs) are contingent rights to receive shares that vest over time; in this case, RSUs vest one-third per year starting on the first grant anniversary.

How many Designer Brands (DBI) shares does Mary Turner hold after these transactions?

After the reported derivative exercises and tax withholding, Mary Turner directly holds 27,318 Class A common shares. This figure reflects the net position following the conversion of dividend equivalent rights and RSUs and the 13,224-share disposition for tax settlement purposes.