Designer Brands (NYSE: DBI) chair exercises awards, withholds shares for taxes

Rhea-AI Filing Summary

Designer Brands Inc. Executive Chairman and 10% owner Jay L. Schottenstein reported equity award activity in Class A common shares. He exercised or converted dividend equivalent rights and restricted stock units, acquiring 42,347 Class A shares at a stated price of $0.00 per share and increasing his direct holdings to 1,460,377 Class A shares before tax withholding. To satisfy tax obligations, 10,481 Class A shares were withheld at $7.20 per share, leaving 1,449,896 Class A shares held directly.

Schottenstein also reported indirect ownership positions in Class A shares held through entities including Jubilee Limited Partnership, Schottenstein RVI, LLC, various trusts, Schottenstein Realty LLC, and Schottenstein SEI, LLC, with each entity’s post‑transaction holdings listed separately.

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^*

SCHOTTENSTEIN JAY L

(Last) (First) (Middle)

SCHOTTENSTEIN STORES CORPORATION

4300 E. FIFTH AVE.

(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)

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

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		42,347	A	$0.0000	1,460,377	D
Class A Common Shares	03/03/2026		F		10,481	D	$7.2	1,449,896	D
Class A Common Shares								1,864,597	I	By Jubilee Limited Partnership
Class A Common Shares								629,524	I	By Schottenstein RVI, LLC
Class A Common Shares								186,668	I	By Trusts
Class A Common Shares								1,273,099	I	Schottenstein Realty LLC
Class A Common Shares								236,528	I	Schottenstein SEI, LLC

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			2,454	(1)	(1)	Class A Common Shares	2,454	$0.0000	80,682	D
Restricted Stock Unit	(2)	03/03/2026		M			39,893	(3)	03/03/2027	Class A Common Shares	39,893	$0.0000	39,892	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 activity did Jay L. Schottenstein report for Designer Brands (DBI)?

Jay L. Schottenstein reported exercising or converting equity awards into Class A common shares and having some shares withheld for taxes. The filing details derivative award conversions, new direct holdings, and several indirect ownership positions through affiliated entities and trusts.

How many Designer Brands Class A shares did Schottenstein acquire in this Form 4?

Schottenstein acquired 42,347 Class A common shares through exercises or conversions of dividend equivalent rights and restricted stock units. These transactions were reported with a stated exercise price of $0.00 per share, reflecting equity compensation rather than open‑market purchases.

How many Designer Brands shares were withheld for taxes in Schottenstein’s filing?

The filing shows 10,481 Class A common shares disposed of at $7.20 per share to satisfy tax obligations. This tax-withholding disposition is coded as an “F” transaction, indicating payment of exercise price or tax liability by delivering securities.

What are Schottenstein’s direct Designer Brands share holdings after these transactions?

After exercising awards and the related tax withholding, Schottenstein directly holds 1,449,896 Class A common shares. The Form 4 shows this balance as his direct ownership position following all reported transactions on the stated date.

What indirect Designer Brands holdings are reported for Schottenstein in this Form 4?

The filing lists indirect ownership of Class A shares through Jubilee Limited Partnership, Schottenstein RVI, LLC, various trusts, Schottenstein Realty LLC, and Schottenstein SEI, LLC. Each entity’s post‑transaction share balance is disclosed as an indirect holding associated with Schottenstein.

Do Schottenstein’s reported Designer Brands transactions involve open-market buying or selling?

The reported activity primarily involves exercises or conversions of equity awards and a tax-withholding share disposition. The filing characterizes these as derivative exercises and an “F” tax transaction, rather than open-market purchases or discretionary sales of Class A common shares.