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

Rhea-AI Filing Summary

Designer Brands Inc. executive Laura Davis reported equity award activity involving Class A common shares and related units. She acquired 2,046 dividend equivalent rights and 33,245 restricted stock units through derivative exercises, each tied one-for-one to Class A shares. These awards converted into 35,291 Class A shares, and 15,094 Class A shares at $7.20 per share were disposed of to satisfy exercise price or tax obligations. After these transactions, she directly held 20,197 Class A shares and 33,245 restricted stock units, which vest one-third per year starting on the first anniversary of grant.

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
Estimated average burden
hours per response:			0.5

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^*

Davis Laura

(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 DSW Designer ShoeWhse

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		35,291	A	$0.0000	35,291	D
Class A Common Shares	03/03/2026		F		15,094	D	$7.2	20,197	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			2,046	(1)	(1)	Class A Common Shares	2,046	$0.0000	29,198	D
Restricted Stock Unit	(2)	03/03/2026		M			33,245	(3)	03/03/2027	Class A Common Shares	33,245	$0.0000	33,245	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.
* 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did DBI executive Laura Davis report on this Form 4?

Laura Davis reported exercising equity awards into 35,291 Class A common shares and disposing of 15,094 shares. The activity involved dividend equivalent rights and restricted stock units converting into shares, with a portion of the stock used to cover exercise price or tax obligations.

Were Laura Davis’s DBI transactions open-market trades or equity award-related?

The transactions were equity award-related, not coded as open-market buys or sells. They included derivative exercises of restricted stock units and dividend equivalent rights, plus a tax-withholding share disposition coded as payment of exercise price or tax liability using company stock.

How many Designer Brands Class A shares does Laura Davis hold after these transactions?

After the reported activity, Laura Davis directly holds 20,197 Class A common shares. In addition, she holds 33,245 restricted stock units, each representing a contingent right to receive one Class A share, subject to the applicable vesting schedule described in the filing footnotes.

What are the dividend equivalent rights reported by DBI executive Laura Davis?

The 2,046 dividend equivalent rights accrued on previously awarded restricted stock units. Each right is the economic equivalent of one Designer Brands Class A share and becomes exercisable proportionately with the underlying restricted stock units to which it relates, according to the filing footnotes.

At what price were the DBI shares disposed of for tax or exercise obligations?

The 15,094 Class A common shares used to satisfy exercise price or tax liabilities were valued at $7.20 per share. This disposition is coded as a tax-withholding or exercise price payment using stock, rather than an open-market sale transaction on an exchange.

How do Laura Davis’s restricted stock units in DBI vest over time?

Each restricted stock unit vests in three equal annual installments. Vesting begins on the first anniversary of the grant date, so one-third of the units vest each year, aligning equity compensation with longer-term service and performance at Designer Brands Inc.