Designer Brands (DBI) chair converts awards, reports 1.59M direct shares plus large indirect stakes

Rhea-AI Filing Summary

Designer Brands Inc. Executive Chairman Jay L. Schottenstein reported compensation-related share movements tied to equity awards. On March 23, 2026, he exercised dividend equivalent rights into 20,486 Class A common shares and restricted stock units into 176,058 Class A common shares, for a total of 196,544 shares acquired at a conversion price of $0.00 per share. A separate entry shows 58,823 Class A common shares were withheld at $5.40 per share to cover tax obligations, leaving 1,587,617 Class A common shares held directly after these transactions. The filing also lists substantial indirect holdings, including 1,864,597 Class A common shares held by Jubilee Limited Partnership and 1,273,099 Class A common shares held by Schottenstein Realty LLC.

Insider Trade Summary

196,544 shares exercised/converted

Mixed 9 txns

Insider SCHOTTENSTEIN JAY L

Role Executive Chairman

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights	20,486	$0.00	--
Exercise	Restricted Stock Unit	176,058	$0.00	--
Exercise	Class A Common Shares	196,544	$0.00	--
Tax Withholding	Class A Common Shares	58,823	$5.40	$318K
holding	Class A Common Shares	--	--	--
holding	Class A Common Shares	--	--	--
holding	Class A Common Shares	--	--	--
holding	Class A Common Shares	--	--	--
holding	Class A Common Shares	--	--	--

Holdings After Transaction: Dividend Equivalent Rights — 60,196 shares (Direct); Restricted Stock Unit — 0 shares (Direct); Class A Common Shares — 1,646,440 shares (Direct); Class A Common Shares — 1,864,597 shares (Indirect, By Jubilee Limited Partnership)

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.

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^*

SCHOTTENSTEIN JAY L

(Last) (First) (Middle)

SCHOTTENSTEIN STORES CORPORATION

4300 E. FIFTH AVE.

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

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		196,544	A	$0.0000	1,646,440	D
Class A Common Shares	03/23/2026		F		58,823	D	$5.4	1,587,617	D
Class A Common Shares								1,864,597	I	By Jubilee Limited Partnership
Class A Common Shares								629,524	I	By Schottenstein RVI, LLC
Class A Common Shares								186,668	I	By Trusts
Class A Common Shares								1,273,099	I	Schottenstein Realty LLC
Class A Common Shares								236,528	I	Schottenstein SEI, LLC

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			20,486	(1)	(1)	Class A Common Shares	20,486	$0.0000	60,196	D
Restricted Stock Unit	(2)	03/23/2026		M			176,058	03/23/2026	03/23/2026	Class A Common Shares	176,058	$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) Executive Chairman Jay L. Schottenstein report in this Form 4?

He reported equity award activity converting derivative awards into common shares and related tax withholding. The filing shows exercises of dividend equivalent rights and restricted stock units into 196,544 Class A common shares, plus shares withheld to satisfy tax obligations, all as part of compensation arrangements.

How many Designer Brands (DBI) shares did Jay L. Schottenstein acquire through award exercises?

He acquired 196,544 Class A common shares through exercises on March 23, 2026. This came from 20,486 dividend equivalent rights and 176,058 restricted stock units, each representing the right to receive one Class A common share of Designer Brands Inc. upon settlement.

How many Designer Brands (DBI) shares were withheld for Jay L. Schottenstein’s tax obligations?

A total of 58,823 Class A common shares were withheld at $5.40 per share. This withholding was reported with code F, indicating the delivery of shares to cover exercise price or tax liabilities arising from the equity award transactions reported the same day.

What is Jay L. Schottenstein’s direct share ownership in Designer Brands (DBI) after these transactions?

Following the reported equity award exercises and tax withholding, he directly holds 1,587,617 Class A common shares. This figure reflects his direct ownership after converting derivative awards into common stock and delivering a portion of those shares to satisfy tax-related obligations.

What indirect ownership in Designer Brands (DBI) is associated with Jay L. Schottenstein?

Indirect holdings listed include 1,864,597 Class A common shares held by Jubilee Limited Partnership and 1,273,099 shares held by Schottenstein Realty LLC. Additional indirect positions appear for Schottenstein RVI, LLC and various trusts, each showing Class A common share amounts attributed through those entities.

Are Jay L. Schottenstein’s Designer Brands (DBI) transactions open-market buys or sales?

No open-market purchases or sales are reported. The Form 4 shows derivative exercises coded M and tax-related share delivery coded F. These entries relate to compensation awards and tax obligations rather than discretionary buying or selling of Class A common shares on the open market.