Designer Brands (NYSE: DBI) grants major RSU awards to executive chairman

Rhea-AI Filing Summary

SCHOTTENSTEIN JAY L reported acquisition or exercise transactions in this Form 4 filing.

Designer Brands Inc. reported that Executive Chairman and 10% owner Jay L. Schottenstein received two grants of restricted stock units on Class A common shares as equity compensation. One award covers 50,065 restricted stock units scheduled around March 28, 2027, and a second award covers 194,363 restricted stock units scheduled around March 28, 2028. Each restricted stock unit represents a contingent right to receive one Class A common share, increasing his potential future equity exposure without any cash purchase.

Insights

Equity compensation analyst

Routine RSU grants increase the executive chairman’s potential future equity stake without open-market buying or selling.

Executive Chairman and 10% owner Jay L. Schottenstein received two awards of restricted stock units, tied to Class A common shares. These are compensation-related grants at a stated price of $0.0000 per unit, so they do not involve a cash outlay or market transaction.

The awards cover 50,065 units with a key date on March 28, 2027 and 194,363 units with a key date on March 28, 2028. Each unit is a contingent right to one share, so the economic impact depends on vesting and future share price performance rather than any immediate trade.

Because these are grants rather than open-market purchases or sales, they are generally viewed as routine elements of senior executive pay. There is no indication of a Rule 10b5-1 trading plan or other disposition in this filing, and derivative positions after these grants are not further detailed.

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

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

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
Restricted Stock Unit	(1)	03/11/2026		A		50,065		03/28/2027	03/28/2027	Class A Common Shares	50,065	$0.0000	233,048	D
Restricted Stock Unit	(1)	03/11/2026		A		194,363		03/28/2028	03/28/2028	Class A Common Shares	194,363	$0.0000	194,363	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Issuer's Class A common stock.

	Katherine Alfano, Attorney-in-Fact	03/13/2026
	** 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 transaction did Designer Brands (DBI) report for Jay L. Schottenstein?

Designer Brands reported that Executive Chairman Jay L. Schottenstein received two grants of restricted stock units. These compensation awards give him contingent rights to Class A common shares rather than involving any open-market purchases or sales of DBI stock.

How many restricted stock units did DBI grant to its executive chairman?

Designer Brands granted Jay L. Schottenstein one award of 50,065 restricted stock units and another of 194,363 restricted stock units. Each unit represents a contingent right to receive one Class A common share, subject to the specified future dates and applicable vesting conditions.

What do the DBI restricted stock units represent in this Form 4 filing?

Each restricted stock unit reported for DBI represents a contingent right to receive one share of Designer Brands’ Class A common stock. These units are part of equity compensation, so the executive’s ownership increases only when units convert into actual shares in the future.

Were the DBI insider transactions open-market buys or sells of stock?

No, the DBI insider transactions were not open-market buys or sells. They were equity compensation grants coded as awards, with a transaction price of $0.0000 per unit, meaning no cash purchase or sale occurred in the market for these positions.

What future dates are associated with the DBI restricted stock unit grants?

The DBI Form 4 shows a restricted stock unit award linked to March 28, 2027, and another linked to March 28, 2028. These dates relate to key terms of the awards, such as vesting or expiration, when units may convert into Class A common shares.