Designer Brands (NYSE: DBI) EVP receives stock units, shares withheld for taxes

Rhea-AI Filing Summary

Designer Brands Inc. executive EVP & Brands President Andrea O'Donnell reported equity award activity and related tax withholding. She acquired 2,046 dividend equivalent rights that mirror previously granted restricted stock units, and 33,245 restricted stock units, each representing the right to receive one Class A common share. These derivatives were exercised into 35,291 Class A common shares. To cover tax obligations, 19,428 Class A common shares were disposed of at $7.20 per share through a tax-withholding transaction. Following these transactions, she directly owned 54,904 Class A common shares and 33,245 restricted stock units.

Insider Trade Summary

35,291 shares exercised/converted

Mixed 4 txns

Insider O'Donnell Andrea

Role EVP & Brands President

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights	2,046	$0.00	--
Exercise	Restricted Stock Unit	33,245	$0.00	--
Exercise	Class A Common Shares	35,291	$0.00	--
Tax Withholding	Class A Common Shares	19,428	$7.20	$140K

Holdings After Transaction: Dividend Equivalent Rights — 17,605 shares (Direct); Restricted Stock Unit — 33,245 shares (Direct); Class A Common Shares — 74,332 shares (Direct)

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. Restricted stock unit vests one-third per year beginning on the first anniversary of the date of grant.

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^*

O'Donnell Andrea

(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)
	EVP & Brands President

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

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
Class A Common Shares	03/03/2026		M		35,291	A	$0.0000	74,332	D
Class A Common Shares	03/03/2026		F		19,428	D	$7.2	54,904	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)	03/03/2026		M			2,046	(1)	(1)	Class A Common Shares	2,046	$0.0000	17,605	D
Restricted Stock Unit	(2)	03/03/2026		M			33,245	(3)	03/03/2027	Class A Common Shares	33,245	$0.0000	33,245	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.

3. Restricted stock unit vests one-third per year beginning on the first anniversary of the date of grant.

	Katherine Alfano, Attorney-in-Fact	03/04/2026
	** 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.

FAQ

What insider transactions did DBI executive Andrea O'Donnell report?

Andrea O'Donnell reported acquiring equity awards and related shares, plus a tax-withholding share disposition. She exercised 2,046 dividend equivalent rights and 33,245 restricted stock units into 35,291 Class A shares, then 19,428 shares were disposed to satisfy tax obligations at a reported price of $7.20.

How many Designer Brands (DBI) shares does Andrea O'Donnell own after these Form 4 transactions?

After the reported transactions, Andrea O'Donnell directly owned 54,904 Class A common shares of Designer Brands. She also held 33,245 restricted stock units, each representing a contingent right to receive one additional Class A share, subject to the vesting schedule described in the filing footnotes.

What are dividend equivalent rights in the Designer Brands (DBI) Form 4 filing?

The dividend equivalent rights accrued on previously awarded restricted stock units and become exercisable proportionately with those units. Each dividend equivalent right is described as economically equivalent to one share of Designer Brands’ Class A common stock, effectively mirroring dividends that regular shareholders receive on their shares.

How do the restricted stock units for DBI’s Andrea O'Donnell vest?

Each restricted stock unit for Andrea O'Donnell represents a contingent right to receive one Class A common share. According to the footnotes, the units vest one-third per year, beginning on the first anniversary of the grant date, spreading vesting across three consecutive annual installments.

Was the DBI insider share disposition by Andrea O'Donnell an open-market sale?

The disposition reported for 19,428 Class A common shares used transaction code F, indicating shares were withheld to pay exercise price or tax liabilities. This code typically reflects tax-withholding transactions rather than an open-market sale to third-party buyers on a stock exchange.