Designer Brands (NYSE: DBI) CFO receives 945 dividend equivalent rights tied to RSUs

Rhea-AI Filing Summary

Toal Sheamus reported acquisition or exercise transactions in this Form 4 filing.

Designer Brands Inc. reported that EVP & CFO Sheamus Toal received a grant of 945 Dividend Equivalent Rights tied to previously awarded restricted stock units. Each right is the economic equivalent of one Class A common share and becomes exercisable proportionately with the underlying RSUs. Following this grant, Toal holds 1,729 Dividend Equivalent Rights directly.

Insights

Equity Compensation Analyst

Routine equity-linked award increases CFO’s derivative stake without open-market activity.

EVP & CFO Sheamus Toal received a grant of 945 Dividend Equivalent Rights, each economically matching one Class A common share. These rights accrue on previously granted RSUs and vest proportionately with those RSUs, so they follow the original award’s schedule rather than creating a new standalone vesting profile.

The filing shows Toal now holds 1,729 Dividend Equivalent Rights directly. There is no open-market purchase or sale, cash transaction, or Rule 10b5-1 reference; this is standard compensation that modestly increases his equity-linked exposure as dividends are credited over time.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Toal Sheamus

Role EVP & CFO

Type	Security	Shares	Price	Value
Grant/Award	Dividend Equivalent Rights	945	$0.00	--

Holdings After Transaction: Dividend Equivalent Rights — 1,729 shares (Direct)

Footnotes (1)

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Key Figures

Dividend Equivalent Rights granted: 945 Dividend Equivalent Rights after transaction: 1,729 Transaction price per right: $0.00 +1 more

4 metrics

Dividend Equivalent Rights granted 945 Grant of Dividend Equivalent Rights on July 8, 2026

Dividend Equivalent Rights after transaction 1,729 Total Dividend Equivalent Rights held directly by CFO following grant

Transaction price per right $0.00 Grant/award acquisition of Dividend Equivalent Rights

Underlying security shares per right 1 Each Dividend Equivalent Right is economic equivalent of one Class A common share

Key Terms

Dividend Equivalent Rights, restricted stock units, Class A common stock

3 terms

Dividend Equivalent Rights financial

"The dividend equivalent rights accrued on previously awarded restricted stock units (RSUs)"

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

restricted stock units financial

"dividend equivalent rights accrued on previously awarded restricted stock units (RSUs)"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Class A common stock financial

"Each dividend equivalent right is the economic equivalent of one share of Issuer's Class A common stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

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Available on EDGAR 07/10/2026 - 03:05 PM Accepted by SEC EDGAR 07/10/2026 - 03:05 PM Learn about SEC filing dates

FAQ

What did Designer Brands (DBI) CFO Sheamus Toal report in this Form 4?

EVP & CFO Sheamus Toal reported receiving 945 Dividend Equivalent Rights on July 8, 2026. These rights accrue on previously awarded RSUs and mirror one Class A common share economically per right.

How many Dividend Equivalent Rights does DBI’s CFO hold after this transaction?

After the 945-unit grant, EVP & CFO Sheamus Toal holds a total of 1,729 Dividend Equivalent Rights directly. This total reflects only the derivative rights position shown in this Form 4 filing.

Are the DBI Dividend Equivalent Rights granted to the CFO the same as common shares?

Each Dividend Equivalent Right is described as the economic equivalent of one Class A common share. They accrue on previously granted RSUs and become exercisable proportionately with those RSUs, rather than functioning as currently issued common stock.

Did DBI’s CFO buy or sell stock on the open market in this Form 4?

No. The Form 4 shows a grant/award acquisition of 945 Dividend Equivalent Rights at a price of $0.00 per right. It reflects compensation-related accruals, not an open-market purchase or sale of shares.

What security underlies the Dividend Equivalent Rights reported by DBI’s CFO?

The Dividend Equivalent Rights are tied to Class A Common Shares of Designer Brands Inc. The filing notes each right is the economic equivalent of one share and vests proportionately with the related RSUs.

How are the Dividend Equivalent Rights for DBI’s CFO expected to vest?

The footnote states the Dividend Equivalent Rights become exercisable proportionately with the RSUs to which they relate. Their vesting therefore follows the same schedule as the underlying restricted stock units.

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^*

Toal Sheamus

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2026

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

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)	07/08/2026		A		945		(1)	(1)	Class A Common Shares	945	$0.0000	1,729	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.

	Katherine Alfano, Attorney-in-Fact	07/10/2026
	** 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)