[Form 4] Designer Brands Inc. Insider Trading Activity

Rhea-AI Filing Summary

Designer Brands Inc. (DBI) reporting person Mark Haley, SVP, Controller and PAO, sold 11,218 Class A common shares on 09/10/2025 at a weighted average price of $4.80 per share, with individual sale prices reported between $4.76 and $4.82. Following the sale the reporting person beneficially owns 0.0000 shares of Class A common stock according to the filing. The Form 4 was signed by an attorney-in-fact on 09/12/2025 and notes the issuer or reporting person can provide the exact allocation of shares sold at each price upon SEC request.

Positive

• Transaction disclosed via Form 4, meeting Section 16 reporting requirements
• Sale price range explicitly stated ($4.76 to $4.82) with a weighted average provided

Negative

• Reporting person sold all reported Class A shares, resulting in 0.0000 shares beneficially owned following the transaction
• Insider sale reduces insider ownership in Designer Brands Inc. (DBI) as reported

Insights

Securities Analyst

TL;DR: Insider sale of 11,218 shares at ~$4.80, leaving no reported beneficial ownership; routine disclosure, limited material impact.

The filing documents an open-market sale by a senior finance officer rather than an option exercise or transfer to an affiliate. The transaction is small in absolute dollar terms (~$53,800 based on the weighted average) relative to most corporate market-capitalizations and the filing shows no retained beneficial ownership in Class A shares by this reporting person. The clear price range ($4.76–$4.82) and the Form 4 signature by an attorney-in-fact indicate the sale and reporting mechanics are complete and compliant with Section 16 reporting requirements.

Corporate Governance Expert

TL;DR: Timely Form 4 disclosure of an insider sale; governance process appears executed via attorney-in-fact.

The report shows the sale was disclosed within the expected window and was executed by a delegated signatory, which is a common administrative practice. The absence of retained Class A shares by the reporting person may be noteworthy for governance monitoring of insider holdings, but the filing itself contains no indication of policy breaches, related-party transfers, or change in role. No derivative transactions or amendments are reported.

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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Controller and PAO

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

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
Class A Common Shares	09/10/2025		S		11,218	D	$4.8(1)	0.0000	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

Explanation of Responses:

1. Price represents a weighted average of the sale price. Shares were sold at prices ranging from $4.76 to $4.82. Upon the request by the SEC staff, the Issuer, or a security holder of the Issuer, the reporting person will provide the full information about the number of shares sold at each separate price.

	Katherine Alfano, Attorney-in-Fact	09/12/2025
	** 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.

FAQ

What did the Form 4 filed for DBI disclose?

The Form 4 shows Mark Haley, SVP, Controller and PAO, sold 11,218 Class A common shares on 09/10/2025 at prices ranging from $4.76 to $4.82 (weighted average $4.80).

How many DBI shares does the reporting person own after the sale?

The filing reports 0.0000 Class A common shares beneficially owned following the reported transaction.

Who signed the Form 4 for this DBI filing?

The Form 4 was signed by Katherine Alfano, Attorney-in-Fact on 09/12/2025 on behalf of the reporting person.

What is the dollar value of the sale reported on the Form 4?

Based on the weighted average price of $4.80, the sale of 11,218 shares equals approximately $53,846.40 (calculated from disclosed figures).

Does the filing report any derivative transactions or option exercises?

No. Table II for derivative securities contains no reported transactions; only a non-derivative sale of Class A common shares is recorded.