UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~February 279, 2026

Designer Brands Inc.

(Exact name of registrant as specified in its charter)

Ohio

001-32545

31-0746639

(State or other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)



810 DSW Drive, Columbus, Ohio						43219
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (614) 237-7100



N/A
(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Shares, without par value	DBI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange

Act. ☐

Item 58.0201 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

OnAs previously disclosed by Designer Brands Inc. (the “Company”) in a Current Report on Form 8-K filed with the Securities and Exchange Commission on January 2729, 2026, the ~~Board~~Court of ~~Directors~~Common ofPleas, ~~the~~in ~~Company~~Franklin ~~approved~~County, Ohio (the ~~appointment~~“Court”), ofissued ~~Andrea~~a ~~O’Donnell~~temporary asrestraining ~~the~~order ~~Company’s~~on ~~Chief~~January ~~Operating~~28, ~~Officer~~2026, ~~effective~~enjoining asWorldpay, ofLLC ~~February~~fka 8Vantiv, ~~2026~~LLC (“Worldpay”) from terminating that certain Bank Card Merchant Agreement, dated on or about September 12, 2014, as amended (the “~~Effective Date~~Agreement”). ~~Ms.~~and ~~O’Donnell~~ceasing ~~will~~its ~~also~~performance ~~continue~~under the Agreement prior to ~~serve~~May as31, 2026 (the “Action”). Worldpay provides the Company’s ~~Executive~~and ~~Vice~~its ~~President~~affiliates with credit and asdebit ~~the~~card ~~President~~processing ofservices for in-store and online transactions (the ~~brands~~“Services”) ~~business~~pursuant to the Agreement.

~~Ms.~~On ~~O’Donnell~~February 9, ~~age 57~~2026, ~~has served as~~ the Company’s ~~Executive Vice President~~ and asWorldpay ~~President~~entered ofinto ~~Camuto~~an ~~LLC,~~amendment ~~our~~to ~~brands~~the ~~business,~~Agreement ~~since January 2024. Before joining~~ (“the ~~Company,~~Omnibus ~~Ms. O’Donnell served as Chief Executive Officer of Everlane~~Amendment”), ~~Inc.,~~pursuant ato ~~fashion retailer~~which, ~~from~~among ~~2021~~other ~~to 2024. Prior to Everlane~~things, ~~Ms. O’Donnell held~~ the ~~role~~January of2026 ~~President~~termination atnotice ~~Deckers~~was ~~Outdoor Corporation from 2016 to 2021~~withdrawn, ~~where~~and ~~she~~Worldpay ~~oversaw the Ugg~~ and ~~Koolaburra~~its ~~brands.~~affiliates ~~Prior~~agreed to ~~Deckers,~~continue ~~Ms. O’Donnell served as President, Global Merchandising at DFS Group Ltd., a multi-billion-dollar retailer, from 2014~~ to ~~2016,~~provide ~~and as~~ the ~~Executive~~Company ~~Director~~and ofits ~~Lane~~affiliates ~~Crawford~~with ~~from~~Services ~~2012~~for toa ~~2014,~~transition ~~where~~period ~~she~~ending ~~was~~no ~~responsible~~later ~~for~~than ~~merchandising,~~May ~~merchandise planning~~31, ~~marketing~~2026, ~~customer~~unless ~~relationship~~otherwise ~~management~~amended ~~and~~by ~~store~~the ~~planning~~parties ~~for~~ (the ~~Asia~~“Transition ~~Pacific region across a portfolio of 500 brands~~Period”). ~~In addition, Ms. O’Donnell has held various positions at retail brands, including John Lewis plc, Hackett Ltd, Jaeger, and Debenhams Brands Limited.~~

~~There~~The ~~are~~Company nohas ~~arrangements~~identified orseveral ~~understandings~~existing ~~between~~partners ~~Ms.~~capable ~~O’Donnell~~of ~~and~~providing ~~any~~the ~~other~~Services ~~person~~and ~~pursuant~~is totaking ~~which~~all ~~she~~necessary ~~was~~steps ~~appointed~~to asexpeditiously ~~Chief~~transition ~~Operating~~the ~~Officer.~~Services Inon ~~addition, there are no family relationships between Ms. O’Donnell and any directors~~ or ~~executive~~before ~~officers of~~ the ~~Company,~~end ~~and no transactions are required to be reported under Item 404(a)~~ of ~~Regulation S-K between Ms. O’Donnell and~~ the ~~Company.~~Transition Period.

InThe ~~connection~~Company ~~with~~and ~~her~~Worldpay ~~appointment~~are asplanning ~~Chief Operating Officer and beginning~~ on ~~the~~resolving ~~Effective Date, Ms. O’Donnell’s annual base salary was increased from $850,000 to $875,500. Ms. O’Donnell’s target bonus under~~ the ~~Designer~~Action ~~Brands~~by ~~Inc.~~filing ~~2005~~a ~~Cash~~stipulated ~~Incentive~~dismissal ~~Compensation Plan remains unchanged at 75% of her annual base salary. Ms. O’Donnell will receive an equity award under our 2026 long-term incentive program~~ with ~~an aggregate target value of $1,500,000, which is expected to consist of performance shares (50%) and restricted stock units (50%)~~prejudice.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “believes,” “could,” “continues,” “expect,” “may,” “plan,” “will,” “intends,” “should,” “would,” or the negative of such terms, or other comparable terminology, and include statements about the Omnibus Amendment, the temporary restraining order, and the transition of Services to a new vendor. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors. These forward-looking statements and such risks, uncertainties, and other factors speak only as of the date of this Current Report on Form 8-K, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein, or to reflect any change in our expectations with regard thereto or any other change in events, conditions, or circumstance on which any such statement is based, except to the extent otherwise required by applicable law.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Designer Brands Inc.

By:

/s/ Lisa M. Yerrace

Lisa M. Yerrace

Senior Vice President, General Counsel and Corporate Secretary

Date:

~~January~~February 309, 2026

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