Designer Brands (DBI) vice chair exercises 183,441 shares, withholds 81,815 for taxes

Rhea-AI Filing Summary

Designer Brands Inc. director and vice chair/chief product officer Deborah L. Ferree exercised equity awards and settled related taxes. She converted dividend equivalent rights and restricted stock units into 183,441 Class A common shares on March 23, 2026. To cover tax obligations, 81,815 Class A shares were withheld at $5.40 per share in a tax-withholding disposition, leaving her with 427,869 Class A shares held directly after these transactions. Footnotes clarify that each dividend equivalent right and each restricted stock unit corresponds to one Class A common share.

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

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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^*

Ferree Deborah L

(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
X	Officer (give title below)		Other (specify below)
	V. Chair; Ch Product Off

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		183,441	A	$0.0000	509,684	D
Class A Common Shares	03/23/2026		F		81,815	D	$5.4	427,869	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			19,121	(1)	(1)	Class A Common Shares	19,121	$0.0000	35,909	D
Restricted Stock Unit	(2)	03/23/2026		M			164,320	03/23/2026	03/23/2026	Class A Common Shares	164,320	$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 insider transactions did Deborah L. Ferree report for Designer Brands (DBI)?

Deborah L. Ferree reported exercising equity awards into 183,441 Class A common shares and a related tax-withholding disposition of 81,815 shares. These transactions stem from restricted stock units and dividend equivalent rights that each convert into one share of Designer Brands Class A common stock.

How many Designer Brands (DBI) shares does Deborah L. Ferree hold after this Form 4?

After these transactions, Deborah L. Ferree directly holds 427,869 Class A common shares. This reflects equity award exercises into 183,441 shares and withholding of 81,815 shares to satisfy tax liabilities, as disclosed in the Form 4 insider filing for Designer Brands.

What equity awards did Deborah L. Ferree exercise at Designer Brands (DBI)?

She exercised dividend equivalent rights and restricted stock units that together converted into 183,441 Class A common shares. Footnotes explain each dividend equivalent right and each restricted stock unit is economically equivalent to, or represents a right to receive, one Designer Brands Class A share.

Was there an open-market sale in Deborah L. Ferree’s latest Designer Brands (DBI) filing?

The filing shows no open-market sale. It reports the exercise of equity awards and a tax-withholding disposition of 81,815 shares at $5.40 per share, used to satisfy tax obligations associated with the vested awards, rather than discretionary selling in the open market.

What does the tax-withholding transaction mean in the Designer Brands (DBI) Form 4?

The tax-withholding entry shows 81,815 Class A shares delivered at $5.40 per share to cover taxes on exercised awards. This type of F-code transaction is a method of paying tax liabilities on vesting or exercise and is not treated as an open-market stock sale.

How are dividend equivalent rights described in the Designer Brands (DBI) Form 4 footnotes?

Footnotes state dividend equivalent rights accrued on previously awarded restricted stock units and become exercisable proportionately with those units. Each dividend equivalent right is described as the economic equivalent of one share of Designer Brands Class A common stock upon conversion.