Designer Brands (DBI) officer granted 1,004 dividend equivalent rights tied to RSUs

Rhea-AI Filing Summary

Designer Brands Inc. officer and interim principal financial officer, senior vice president, controller and principal accounting officer received additional equity-based compensation tied to existing awards. On 12/19/2025, the insider acquired 1,004 dividend equivalent rights that relate to previously granted restricted stock units. Each dividend equivalent right represents the economic value of one Class A common share of Designer Brands Inc. after taking into account dividends paid on the underlying stock. These rights were received at a price of $0.0000 and will become exercisable on the same schedule as the related restricted stock units. Following this transaction, the insider directly held 8,726 derivative securities linked to the company’s Class A common shares.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Haley Mark

(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)
	Interim PFO, SVP, Cntrlr & PAO

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2025

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

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)	12/19/2025		A		1,004		(1)	(1)	Class A Common Shares	1,004	$0.0000	8,726	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.

	Katherine Alfano, Attorney-in-Fact	12/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Designer Brands Inc. (DBI) report?

An officer of Designer Brands Inc. acquired 1,004 dividend equivalent rights on 12/19/2025 tied to previously awarded restricted stock units.

What are the dividend equivalent rights reported for DBI?

The dividend equivalent rights accrue on earlier restricted stock units and become exercisable proportionately with those units. Each right is the economic equivalent of one Class A common share.

What was the price of the dividend equivalent rights for Designer Brands Inc. (DBI)?

The insider received the 1,004 dividend equivalent rights at a stated price of $0.0000 per right.

How many derivative securities does the DBI officer hold after this transaction?

After the transaction, the reporting officer directly held 8,726 derivative securities linked to Designer Brands Inc. Class A common shares.

Who is the reporting person in this Designer Brands Inc. (DBI) insider transaction?

The reporting person is an officer of Designer Brands Inc., serving as Interim PFO, SVP, Controller & PAO.

Do the DBI dividend equivalent rights vest immediately?

No. The dividend equivalent rights become exercisable proportionately with the restricted stock units to which they relate, following the same vesting schedule.