[Form 4] Designer Brands Inc. Insider Trading Activity

Rhea-AI Filing Summary

Designer Brands Inc. director reports stock-based award update. A company director filed details of equity compensation activity dated 12/19/2025. The filing shows an acquisition of 840 stock units at an exercise price of $0.0000, described as dividend equivalent rights accrued on previously awarded stock units. Each stock unit represents a contingent right to receive one Class A common share.

These stock units vest on the grant date and will convert into an equal number of Class A common shares when the director’s service on the Board of Directors ends. Following this transaction, the director beneficially owns 129,310 stock units. The total includes units acquired from a special dividend and related dividend equivalent rights.

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^*

LAU JOANNA T

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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
Stock Unit	(1)	12/19/2025		A		840(2)		(3)	(3)	Class A Common Shares	840	$0.0000	129,310(4)	D

Explanation of Responses:

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

2. Shares represent dividend equivalent rights accrued on previously awarded stock units.

3. The stock unit becomes vested upon the date of grant and will be converted to an equal number of shares of Issuer's Class A common stock upon Insider's termination of service from the Board of Directors.

4. Total includes stock units acquired pursuant to a special dividend and accrued dividend equivalent rights.

	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.
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 transaction did Designer Brands Inc. (DBI) report in this Form 4?

A director reported acquiring 840 stock units of Designer Brands Inc. on 12/19/2025, at an exercise price of $0.0000, as part of stock-based compensation.

What do the reported stock units represent for DBI's director?

Each reported stock unit represents a contingent right to receive one share of Designer Brands Inc.'s Class A common stock, subject to the terms described.

Why were 840 additional stock units credited to the DBI director?

The 840 stock units represent dividend equivalent rights accrued on previously awarded stock units, including amounts tied to a special dividend and related dividend equivalents.

When will the DBI director receive Class A common shares for these stock units?

The stock units become vested on the grant date and will be converted into an equal number of Class A common shares upon the director’s termination of service from the Board of Directors.

How many stock units does the DBI director hold after this transaction?

Following the reported transaction, the director beneficially owns 129,310 stock units of Designer Brands Inc., as disclosed in the filing.

What is the relationship of the reporting person to Designer Brands Inc. (DBI)?

The reporting person is identified as a Director of Designer Brands Inc., filing individually on Form 4 for this equity award activity.