Designer Brands (NYSE: DBI) EVP exercises RSUs and has shares withheld for taxes

Rhea-AI Filing Summary

Designer Brands Inc. executive Mary Turner reported compensation-related equity transactions involving dividend equivalent rights, restricted stock units and Class A common shares. On March 23, 2026, she exercised awards covering 17,197 Class A shares, including RSUs and associated dividend equivalents, at a conversion price of $0.00 per share.

To satisfy tax obligations from these vestings, 9,206 Class A shares were withheld at $5.40 per share, a non-market, tax-withholding disposition rather than an open-market sale. Following these transactions, Turner held 35,309 Class A common shares directly, and dividend equivalent rights representing economic exposure to additional Class A shares.

Insider Trade Summary

17,197 shares exercised/converted

Mixed 4 txns

Insider Turner Mary

Role EVP;Pres DesignerBrands Canada

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights	1,792	$0.00	--
Exercise	Restricted Stock Unit	15,405	$0.00	--
Exercise	Class A Common Shares	17,197	$0.00	--
Tax Withholding	Class A Common Shares	9,206	$5.40	$50K

Holdings After Transaction: Dividend Equivalent Rights — 4,876 shares (Direct); Restricted Stock Unit — 0 shares (Direct); Class A Common Shares — 44,515 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.

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
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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^*

Turner Mary

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP;Pres DesignerBrands Canada

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		17,197	A	$0.0000	44,515	D
Class A Common Shares	03/23/2026		F		9,206	D	$5.4	35,309	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			1,792	(1)	(1)	Class A Common Shares	1,792	$0.0000	4,876	D
Restricted Stock Unit	(2)	03/23/2026		M			15,405	03/23/2026	03/23/2026	Class A Common Shares	15,405	$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 Designer Brands (DBI) report for Mary Turner?

Designer Brands reported that executive Mary Turner exercised restricted stock units and related dividend equivalent rights into 17,197 Class A shares. The transactions reflect equity compensation vesting rather than open-market buying or selling of DBI stock by the executive.

How many Designer Brands (DBI) shares does Mary Turner hold after this Form 4?

After the reported transactions, Mary Turner directly holds 35,309 Class A common shares of Designer Brands. She also holds dividend equivalent rights that provide economic exposure equivalent to additional Class A shares, tied to previously granted restricted stock units.

Were any of Mary Turner’s Designer Brands (DBI) shares sold on the open market?

No open-market sales were reported. The Form 4 shows an F-code transaction where 9,206 Class A shares were withheld at $5.40 per share to cover tax liabilities arising from equity awards, which is different from a discretionary market sale.

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

The filing states that dividend equivalent rights accrue on previously awarded restricted stock units and become exercisable proportionately. Each right is the economic equivalent of one Class A common share of Designer Brands, mirroring the cash value of dividends on those shares.

What does the M transaction code mean in this Designer Brands (DBI) Form 4?

In this Form 4, the M code indicates the exercise or conversion of derivative securities, specifically restricted stock units and dividend equivalent rights, into Class A common shares. These are vesting-related events, not open-market purchases of DBI stock.

Why were 9,206 Designer Brands (DBI) shares disposed of in Mary Turner’s filing?

The 9,206 Class A shares marked with transaction code F were withheld to satisfy tax liabilities connected to equity award vesting. This tax-withholding disposition is a standard administrative step and does not represent an open-market sale decision by Mary Turner.