Designer Brands (DBI) director awarded 26,527 stock units as board compensation

Rhea-AI Filing Summary

Designer Brands Inc. director Joanne Zaiac received a grant of 26,527 stock units as board compensation. Each stock unit represents a contingent right to receive one Class A common share and vests on the grant date. The units convert into an equal number of Class A shares when she leaves the board.

After this award, Zaiac holds 150,748 stock units directly, which the disclosure notes includes accrued dividend equivalent rights.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Zaiac Joanne

Role null

Type	Security	Shares	Price	Value
Grant/Award	Stock Unit	26,527	$0.00	--

Holdings After Transaction: Stock Unit — 150,748 shares (Direct, null)

Footnotes (1)

1. Each stock unit represents a contingent right to receive one share of the Issuer's Class A common stock. The stock unit becomes vested upon the date of grant and will be converted to an equal number of shares of Issuer's Class A common stock upon Insider's termination of service from the Board of Directors. Total includes accrued dividend equivalent rights.

Key Figures

Stock units granted: 26,527 units Total stock units after grant: 150,748 units Conversion ratio: 1 unit : 1 share

3 metrics

Stock units granted 26,527 units Stock unit grant to director Joanne Zaiac on June 17, 2026

Total stock units after grant 150,748 units Direct stock unit holdings following the reported transaction

Conversion ratio 1 unit : 1 share Each stock unit converts into one Class A common share

Key Terms

Stock Unit, Class A common stock, dividend equivalent rights, termination of service

4 terms

Stock Unit financial

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

Class A common stock financial

"Each stock unit represents a contingent right to receive one share of the 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.

dividend equivalent rights financial

"Total includes accrued dividend equivalent rights."

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.

termination of service financial

"will be converted to an equal number of shares of Issuer's Class A common stock upon Insider's termination of service from the Board of Directors."

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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
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^*

Zaiac Joanne

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2026

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
Stock Unit	(1)	06/17/2026		A		26,527		(2)	(2)	Class A Common Shares	26,527	$0.0000	150,748(3)	D

Explanation of Responses:

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

2. The stock unit becomes vested upon the date of grant and will be converted to an equal number of shares of Issuer's Class A common stock upon Insider's termination of service from the Board of Directors.

3. Total includes accrued dividend equivalent rights.

	Katherine Alfano, Attorney-in-Fact	06/22/2026
	** 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 insider transaction did Designer Brands (DBI) report for Joanne Zaiac?

Designer Brands reported that director Joanne Zaiac received 26,527 stock units as a grant. These units are part of her board compensation and represent a right to receive Class A common shares in the future, rather than a cash payment today.

How many Designer Brands (DBI) stock units does Joanne Zaiac hold after this grant?

After the grant, Joanne Zaiac holds 150,748 stock units directly. This figure represents her total stock unit position reported in the filing and includes previously earned units plus the new 26,527-unit award and accrued dividend equivalent rights.

What does each stock unit for Designer Brands (DBI) entitle Joanne Zaiac to receive?

Each stock unit entitles Joanne Zaiac to receive one share of Designer Brands’ Class A common stock. The units are not shares immediately; they represent a contingent right that converts into Class A shares upon specific conditions described in the compensation terms.

When will Joanne Zaiac’s Designer Brands (DBI) stock units convert into Class A shares?

The stock units will convert into an equal number of Designer Brands Class A common shares when Joanne Zaiac’s service on the board ends. The filing explains that conversion occurs upon her termination of service from the Board of Directors.

Do Joanne Zaiac’s Designer Brands (DBI) stock units include dividend equivalents?

Yes. The reported total stock units for Joanne Zaiac include accrued dividend equivalent rights. This means additional units are credited over time to reflect dividends paid on Designer Brands’ Class A common stock, enhancing the value of her stock unit holdings.

Is Joanne Zaiac’s Designer Brands (DBI) award an open-market purchase or a compensation grant?

The 26,527 stock units reported for Joanne Zaiac are a compensation grant, not an open-market purchase. The Form 4 classifies the transaction as a grant or award acquisition, reflecting equity-based compensation for her role on the Board of Directors.