Designer Brands (NYSE: DBI) vice chair exercises awards, withholds DBI shares

Rhea-AI Filing Summary

Designer Brands Inc. director and vice chair/chief product officer Deborah L. Ferree reported multiple equity transactions. She acquired 2,046 dividend equivalent rights and 33,245 restricted stock units through derivative exercises, along with 35,291 Class A common shares. To cover tax obligations, 15,738 Class A shares were disposed of at $7.20 per share as a tax-withholding transaction. Following these moves, she directly holds 326,243 Class A common shares, 55,030 dividend equivalent rights and 33,245 restricted stock units, each RSU representing a contingent right to one Class A share and vesting one-third per year beginning on the first anniversary of grant.

Insider Trade Summary

35,291 shares exercised/converted

Mixed 4 txns

Insider Ferree Deborah L

Role V. Chair; Ch Product Off

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights	2,046	$0.00	--
Exercise	Restricted Stock Unit	33,245	$0.00	--
Exercise	Class A Common Shares	35,291	$0.00	--
Tax Withholding	Class A Common Shares	15,738	$7.20	$113K

Holdings After Transaction: Dividend Equivalent Rights — 55,030 shares (Direct); Restricted Stock Unit — 33,245 shares (Direct); Class A Common Shares — 341,981 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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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^*

Ferree Deborah L

(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)
	V. Chair; Ch Product Off

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	341,981	D
Class A Common Shares	03/03/2026		F		15,738	D	$7.2	326,243	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	55,030	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.
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FAQ

What insider transactions did Deborah L. Ferree report at Designer Brands (DBI)?

Deborah L. Ferree reported derivative exercises and a related tax-withholding share disposition. She exercised dividend equivalent rights and restricted stock units and received Class A shares, then had 15,738 shares withheld at $7.20 each to satisfy tax obligations.

How many Designer Brands Class A shares does Deborah L. Ferree hold after these Form 4 transactions?

After the reported transactions, Deborah L. Ferree directly holds 326,243 Class A common shares. This figure reflects both the derivative exercises into common shares and the tax-withholding share disposition that reduced the total compared with the immediately preceding balance.

What are the dividend equivalent rights reported by Deborah L. Ferree in DBI stock?

The dividend equivalent rights accrued on previously awarded restricted stock units and are economically equivalent to one Class A share each. They become exercisable proportionately with the related RSUs, and Ferree reports holding 55,030 such dividend equivalent rights after the transactions.

How do Deborah L. Ferree’s restricted stock units in Designer Brands vest?

Each restricted stock unit represents a contingent right to receive one Class A share of Designer Brands. The RSU award vests one-third per year, beginning on the first anniversary of the grant date, aligning compensation with multi-year service and performance.

Was the share disposition by Deborah L. Ferree an open-market sale of DBI stock?

The disposition was not an open-market sale but a tax-withholding transaction. A total of 15,738 Class A shares were delivered at $7.20 per share to satisfy exercise price or tax liabilities associated with the equity awards.