Designer Brands (NYSE: DBI) SVP nets shares after RSU and dividend rights vesting

Rhea-AI Filing Summary

Designer Brands Inc. senior vice president and principal accounting officer Mark Haley exercised previously awarded restricted stock units and related dividend equivalent rights into 28,825 Class A common shares on March 23, 2026. To cover tax obligations, 9,327 shares were withheld, leaving 19,498 shares held directly after the transactions. The derivative awards each represented the economic equivalent of one common share, and no remaining derivative positions are shown in this filing.

Insights

Equity compensation analyst

Routine RSU vesting with tax withholding, limited signaling value.

Mark Haley, an officer of Designer Brands Inc., converted restricted stock units and associated dividend equivalent rights into 28,825 Class A common shares. This is compensation-driven, using code M for derivative exercises and code F for tax settlement, not open-market trading.

Of the acquired shares, 9,327 were withheld at an implied price of $5.40 to satisfy tax liabilities, leaving 19,498 shares owned directly. With no remaining derivative positions listed, this appears as an exercise-and-hold pattern, generally a routine administrative event rather than a strong bullish or bearish indicator.

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^*

Haley Mark

(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)
	SVP, Controller & PAO

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		28,825	A	$0.0000	28,825	D
Class A Common Shares	03/23/2026		F		9,327	D	$5.4	19,498	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			3,005	(1)	(1)	Class A Common Shares	3,005	$0.0000	5,721	D
Restricted Stock Unit	(2)	03/23/2026		M			25,820	03/23/2026	03/23/2026	Class A Common Shares	25,820	$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 Mark Haley report in this Form 4?

Mark Haley reported exercising restricted stock units and dividend equivalent rights into 28,825 Class A common shares. To cover tax obligations, 9,327 shares were withheld, leaving 19,498 shares of Designer Brands stock held directly after the transactions.

How many Designer Brands shares did Mark Haley acquire through RSU and dividend equivalents?

He acquired a total of 28,825 Class A common shares on conversion. This came from exercising 25,820 restricted stock units and 3,005 dividend equivalent rights, each right being the economic equivalent of one share of Designer Brands Class A common stock.

How many Designer Brands shares were withheld for taxes in Mark Haley’s Form 4?

The filing shows 9,327 Class A common shares were disposed of under transaction code F. These shares were delivered at $5.40 per share to satisfy tax liabilities associated with the vesting and conversion of the equity awards.

What is Mark Haley’s direct ownership in Designer Brands after these transactions?

After the RSU and dividend equivalent exercises and related tax withholding, Mark Haley directly owns 19,498 Class A common shares of Designer Brands Inc. This figure reflects his position immediately following the March 23, 2026 transactions reported on the Form 4.

What are dividend equivalent rights in the Designer Brands Form 4 filing for Mark Haley?

Dividend equivalent rights in this filing are awards that accrued on earlier restricted stock units. Each right is economically equivalent to one Class A common share and became exercisable proportionately as the related restricted stock units vested and were converted.

Are Mark Haley’s transactions in Designer Brands stock open-market buys or routine equity vesting?

These are routine equity compensation events, not open-market purchases or sales. The transactions use codes M and F, indicating derivative exercises of RSUs and dividend equivalents, with a portion of the resulting shares withheld to pay required tax obligations.