Designer Brands investors hold 16.1% stake

Stone House and affiliates report 16.1% ownership of Designer Brands and outline a value thesis focused on the Topo Athletic business.

Rhea-AI Filing Summary

Designer Brands Inc. (DBI) has a significant shareholder group led by Stone House Capital Management, SH Capital Partners, L.P., and Mark A. Cohen reporting beneficial ownership of 7,000,000 Class A Common Shares, representing 16.1% of the outstanding class, based on 43,390,683 shares outstanding as of September 3, 2026.

The group filed Amendment No. 1 to its Schedule 13D to highlight its views on Designer Brands’ Topo Athletic business. They reference management’s recent statement that Topo is on track to generate more than $100 million of revenue in 2027 and have provided an investor presentation expressing their belief that Topo could become the company’s largest driver of long-term value. The investors state they consider DBI shares significantly undervalued and intend to maintain an open and constructive dialogue with management and the board about opportunities to maximize value for all stockholders.

Filing Explained

The amendment adds no reported ownership transaction: the group continues to report 7 million shares with shared voting and dispositive power.

This Schedule 13D amendment adds the reporting group’s updated purpose discussion and a presentation about Topo Athletic. It identifies those additions as an Item 4 amendment and Exhibit 99.1, while stating that the other items remain unchanged, so it does not report a change to the group’s stated ownership position.

For each reporting person, the filing reports 7,000,000 Class A shares with shared voting and shared dispositive power, and 0 shares with sole voting or dispositive power. A Schedule 13D discloses ownership above 5%; here, the added mechanics describe how the reported position is held and controlled jointly, rather than recording a new company issuance or a completed transfer.

Key Figures

Shares beneficially owned: 7,000,000 shares Ownership percentage: 16.1% Shares outstanding: 43,390,683 shares +2 more

5 metrics

Shares beneficially owned 7,000,000 shares Class A Common Shares beneficially owned by each reporting person

Ownership percentage 16.1% Portion of Designer Brands Class A Common Shares represented by 7,000,000 shares

Shares outstanding 43,390,683 shares Designer Brands Class A Common Shares outstanding as of September 3, 2026

Topo Athletic 2027 revenue outlook More than $100 million Revenue for 2027 as described by Designer Brands’ management and cited by the investors

Date of event September 15, 2026 Date of the event requiring the amended Schedule 13D filing

Key Terms

Schedule 13D, beneficially owned, shared voting power, shared dispositive power, +2 more

6 terms

Schedule 13D regulatory

"This Amendment No. 1 to is jointly filed by and on behalf of each of the Reporting Persons"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 7,000,000.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared voting power financial

"Shared Voting Power 7,000,000.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 7,000,000.00"

Class A Common Shares, without par value financial

"Title of Class of Securities: Class A Common Shares, without par value"

Presentation other

"Attached hereto as Exhibit 99.1 is a presentation (the "Presentation")"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much of Designer Brands Inc. (DBI) do the reporting persons own in this Schedule 13D/A?

The reporting persons disclose beneficial ownership of 7,000,000 Class A Common Shares of Designer Brands Inc., which represents 16.1% of the outstanding Class A shares based on 43,390,683 shares outstanding as of September 3, 2026.

Who are the investors filing this Schedule 13D/A for DBI?

The filing is made jointly on behalf of Stone House Capital Management, LLC, SH Capital Partners, L.P., and Mark A. Cohen. Each reports shared voting and dispositive power over 7,000,000 Designer Brands Class A Common Shares.

What is the main focus of the investors’ new disclosure about Designer Brands (DBI)?

The investors focus on Designer Brands’ Topo Athletic business. They reference management’s statement that Topo is on track to generate more than $100 million of revenue in 2027 and provide a presentation outlining their view of Topo’s long-term value potential.

How do the reporting persons view the valuation of DBI shares?

The reporting persons state that they continue to believe the shares are significantly undervalued and indicate they look forward to maintaining an open and constructive dialogue with management and the board regarding opportunities to maximize value for all stockholders.

What additional material did the investors file with this DBI Schedule 13D/A amendment?

They added Exhibit 99.1, described as a Presentation dated September 15, 2026. The presentation summarizes their views on Topo Athletic and its potential to create significant long-term value for Designer Brands’ stockholders.

On what share count is the 16.1% ownership of DBI based?

The 16.1% ownership figure is based on 43,390,683 Class A Common Shares outstanding as of September 3, 2026, as reported in Designer Brands Inc.’s Quarterly Report on Form 10-Q filed on September 10, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/15/2026 - 04:20 PM Accepted by SEC EDGAR 09/15/2026 - 04:20 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Designer Brands Inc.

(Name of Issuer)

Class A Common Shares, without par value

(Title of Class of Securities)

250565108

(CUSIP Number)

MARK COHEN
STONE HOUSE CAPITAL MANAGEMENT, LLC, 1019 Kane Concourse, Suite 202
Bay Harbor Islands, FL, 33154
212-543-1500

STEVE WOLOSKY & IAN ENGORON
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/15/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 250565108

1

Name of reporting person

Stone House Capital Management, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,000,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,000,000.00

11

Aggregate amount beneficially owned by each reporting person

7,000,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.1 %

14

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person:

Based upon 43,390,683 Shares outstanding as of September 3, 2026, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 10, 2026.

SCHEDULE 13D

CUSIP Number(s): 250565108

1

Name of reporting person

SH Capital Partners, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,000,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,000,000.00

11

Aggregate amount beneficially owned by each reporting person

7,000,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.1 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Based upon 43,390,683 Shares outstanding as of September 3, 2026, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 10, 2026.

SCHEDULE 13D

CUSIP Number(s): 250565108

1

Name of reporting person

Cohen Mark A.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,000,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,000,000.00

11

Aggregate amount beneficially owned by each reporting person

7,000,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.1 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

Based upon 43,390,683 Shares outstanding as of September 3, 2026, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 10, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Shares, without par value
(b)	Name of Issuer: Designer Brands Inc.
(c)	Address of Issuer's Principal Executive Offices: 810 DSW DRIVE, COLUMBUS, OHIO , 43219.
Item 1 Comment: This Amendment No. 1 to Schedule 13D is jointly filed by and on behalf of each of the Reporting Persons to amend the Schedule 13D related to the shares of Class A Common Shares, without par value (the "Shares") of Designer Brands Inc., an Ohio corporation (the "Issuer"), initially filed with the U.S. Securities and Exchange Commission on June 11, 2026 (the "Schedule 13D"). Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: The Reporting Persons are pleased that management provided additional disclosure regarding Topo Athletic ("Topo") during the recent earnings call on September 10, 2026, including that Topo is on track to generate more than $100 million of revenue in 2027. Attached hereto as Exhibit 99.1 is a presentation (the "Presentation"), which is incorporated herein by reference, summarizing the Reporting Persons' views regarding Topo and its potential to create significant long-term value. As set forth in the Presentation, given Topo's substantial runway for growth and increasing awareness and adoption within the running community, the Reporting Persons believe Topo has the potential to become the Issuer's largest driver of value creation over time. The Reporting Persons continue to believe that the Shares are significantly undervalued and look forward to maintaining an open and constructive dialogue with management and the Board regarding opportunities to maximize value for all of the Issuer's stockholders.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 99.1 - The Presentation, dated September 15, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Stone House Capital Management, LLC

Signature:	/s/ Mark Cohen
Name/Title:	Managing Member
Date:	09/15/2026

SH Capital Partners, L.P.

Signature:	/s/ Mark Cohen
Name/Title:	Managing Member of the General Partner
Date:	09/15/2026

Cohen Mark A.

Signature:	/s/ Mark Cohen
Name/Title:	Mark Cohen
Date:	09/15/2026