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

Rhea-AI Filing Summary

Designer Brands Inc. CEO Douglas M. Howe exercised stock-based awards and received Class A common shares as part of his compensation. He converted restricted stock units and related dividend equivalent rights into 294,816 Class A shares, with 133,700 shares withheld to cover tax obligations at $5.40 per share. Following these non‑market transactions, he directly holds 526,689 Class A shares. All related dividend equivalent rights and restricted stock units referenced here were fully converted, with no remaining derivative position shown in this filing.

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^*

HOWE DOUGLAS M.

(Last) (First) (Middle)

810 DSW DRIVE

(Street)

COLUMBUS OHIO 43219

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/23/2026		M		294,816	A	$0.0000	660,389	D
Class A Common Shares	03/23/2026		F		133,700	D	$5.4	526,689	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)	03/23/2026		M			30,731	(1)	(1)	Class A Common Shares	30,731	$0.0000	82,232	D
Restricted Stock Unit	(2)	03/23/2026		M			264,085	03/23/2026	03/23/2026	Class A Common Shares	264,085	$0.0000	0.0000	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.

	Katherine Alfano, Attorney-in-Fact	03/25/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Designer Brands (DBI) CEO Douglas Howe report in this Form 4?

Douglas Howe reported exercising stock-based awards to receive Class A shares. He converted restricted stock units and dividend equivalent rights into common stock and used some of the resulting shares to satisfy tax obligations, rather than buying or selling shares on the open market.

How many Designer Brands (DBI) shares did the CEO receive from RSU and dividend rights exercises?

He received 294,816 Class A common shares from exercising restricted stock units and related dividend equivalent rights. These awards represent compensation that converted into stock at no cash exercise price, reflecting previously granted equity rather than a new open-market purchase.

How many Designer Brands (DBI) shares were withheld for taxes in the CEO’s Form 4?

A total of 133,700 Class A common shares were withheld to cover tax liabilities at a reference price of $5.40 per share. This tax-withholding disposition is a standard mechanism and does not represent an open-market sale by the CEO.

How many Designer Brands (DBI) shares does CEO Douglas Howe hold after these transactions?

After exercising awards and related tax withholding, Douglas Howe directly holds 526,689 Class A common shares. This figure reflects his updated direct ownership position as reported in the Form 4 and incorporates the net effect of the compensation-related transactions.

Were the Designer Brands (DBI) CEO’s transactions open-market buys or sells?

No, the transactions were not open-market trades. They involved exercising derivative awards (restricted stock units and dividend equivalent rights) to receive shares, plus a share disposition solely to satisfy tax obligations associated with those equity awards, rather than discretionary market buying or selling.