Designer Brands (NYSE: DBI) CEO exercises RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Designer Brands Inc. CEO Douglas M. Howe reported multiple equity transactions on Class A common shares and related awards. He acquired 2,455 Dividend Equivalent Rights, 39,892 Restricted Stock Units, and 42,347 Class A common shares through derivative exercises, then disposed of 19,205 Class A common shares at $7.20 per share to satisfy tax obligations.

Insider Trade Summary

42,347 shares exercised/converted

Mixed 4 txns

Insider HOWE DOUGLAS M.

Role CEO

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights	2,455	$0.00	--
Exercise	Restricted Stock Unit	39,892	$0.00	--
Exercise	Class A Common Shares	42,347	$0.00	--
Tax Withholding	Class A Common Shares	19,205	$7.20	$138K

Holdings After Transaction: Dividend Equivalent Rights — 112,963 shares (Direct); Restricted Stock Unit — 39,893 shares (Direct); Class A Common Shares — 384,778 shares (Direct)

Footnotes (1)

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. Each restricted stock unit represents a contingent right to receive one share of Issuer's Class A common stock. Restricted stock unit vests one-third per year beginning on the first anniversary of the date of grant.

Form 4 Insider Transactions: What Each Field Means →

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^*

HOWE DOUGLAS M.

(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
X	Officer (give title below)		Other (specify below)
	CEO

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		42,347	A	$0.0000	384,778	D
Class A Common Shares	03/03/2026		F		19,205	D	$7.2	365,573	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			2,455	(1)	(1)	Class A Common Shares	2,455	$0.0000	112,963	D
Restricted Stock Unit	(2)	03/03/2026		M			39,892	(3)	03/03/2027	Class A Common Shares	39,892	$0.0000	39,893	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).
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FAQ

What insider transactions did DBI CEO Douglas Howe report on this Form 4?

Douglas Howe reported exercising equity awards and a related tax share disposition. He acquired Dividend Equivalent Rights, Restricted Stock Units, and Class A common shares, then surrendered 19,205 Class A shares at $7.20 each to cover tax liabilities tied to those equity conversions.

How many Designer Brands (DBI) shares did the CEO dispose of for taxes?

Douglas Howe disposed of 19,205 Class A common shares at $7.20 per share. The transaction was coded “F,” indicating shares were delivered to satisfy tax liabilities or exercise costs, rather than an open-market sale, and was reported as a direct ownership disposition.

What equity awards did the DBI CEO acquire or convert in this filing?

The CEO acquired 2,455 Dividend Equivalent Rights and 39,892 Restricted Stock Units, plus 42,347 Class A shares via derivative exercises. Footnotes explain each right or RSU is economically equivalent to one Class A share, subject to vesting and grant terms described in the award agreements.

What do the Dividend Equivalent Rights for Designer Brands represent?

Each Dividend Equivalent Right is the economic equivalent of one Class A common share. They accrue on previously awarded Restricted Stock Units and become exercisable proportionately with those RSUs, mirroring dividends that would have been paid if the RSUs were actual shares during the accrual period.

How do the DBI CEO’s Restricted Stock Units vest over time?

Each Restricted Stock Unit vests one-third per year, beginning on the first anniversary of the grant date. This creates a three-year vesting schedule, meaning full vesting occurs over three annual installments, subject to continued service and any additional plan conditions.

How many Designer Brands Class A shares did the CEO hold after these transactions?

After the exercise and tax-withholding disposition, the CEO directly held 365,573 Class A common shares. This reflects 42,347 shares acquired through derivative exercise and 19,205 shares delivered for taxes, as reported in the non-derivative transaction table totals.