Designer Brands Inc 10-Q for FY2027 Q2
Designer Brands Inc. (DBI)
10-Q
2026-09-10
For: 2026-08-01
View Original
Added on
September 10, 2026
About this 10-Q
Designer Brands Inc filed this 10-Q on September 10, 2026, covering the quarter ended August 1, 2026 (FY2027 Q2).
Headline figures
Quarter ended August 1, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $730.63M
- down 1.2% from $739.76M a year earlier
- Net income
- $17.56M
- up 66.7% from net income of $10.54M a year earlier
- Diluted EPS
- $0.31
- up 47.6% from $0.21 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended August 1, 2026
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
| For the transition period from | to | ||||||||||
Commission file number 001-32545
| (Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant's telephone number, including area code: (614) 237-7100
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | ☑ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No
Number of shares outstanding of each of the registrant's classes of common stock, as of September 3, 2026: 43,390,683 Class A common shares and 7,732,721 Class B common shares.
DESIGNER BRANDS INC.
TABLE OF CONTENTS
| PART I | FINANCIAL INFORMATION | |||||||
| Item 1 | ||||||||
| Item 2 | ||||||||
| Item 3 | ||||||||
| Item 4 | ||||||||
| PART II | OTHER INFORMATION | |||||||
| Item 1 | ||||||||
| Item 1A | ||||||||
| Item 2 | ||||||||
| Item 3 | ||||||||
| Item 4 | ||||||||
| Item 5 | ||||||||
| Item 6 | ||||||||
All references to "we," "us," "our," "Designer Brands Inc.," or the "Company" in this Quarterly Report on Form 10-Q for the quarter ended August 1, 2026 (this "Form 10-Q") mean Designer Brands Inc. and its subsidiaries.
i
Cautionary Statement Regarding Forward-Looking Information for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995
Certain statements in this Form 10-Q may constitute forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements reflect our current views with respect to, among other things, future events and financial performance. You can identify these forward-looking statements by the use of words such as "outlook," "could," "believes," "expects," "potential," "continues," "may," "will," "should," "would," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates," or the negative version of those words or other comparable words. Any forward-looking statements contained in this Form 10-Q are based upon current plans, estimates, expectations and assumptions relating to our operations, results of operations, financial condition, and liquidity. The inclusion of any forward-looking statements should not be regarded as a representation by us or any other person that the future plans, estimates, or expectations contemplated by us will be achieved. Such forward-looking statements are subject to numerous risks, uncertainties, and other factors, many of which are outside of our control, that may cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. In addition to those factors described under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (the "2025 Form 10-K") filed with the Securities and Exchange Commission (the "SEC") on March 30, 2026 and otherwise in our reports and filings with the SEC, there are a number of important factors that could cause actual results, performance, or achievements to differ materially from those discussed in forward-looking statements that include, but are not limited to, the following:
•uncertain general economic and financial conditions, including economic volatility and potential downturn or recession, supply chain disruptions, geopolitical instability and conflicts, social unrest, new or increased tariffs and other barriers to trade, tariff refunds, fluctuating interest rates, unemployment rates and inflationary pressures, and the related impacts to consumer discretionary spending, as well as our ability to plan for and respond to the impact of these conditions;
•our ability to anticipate and respond to rapidly changing consumer preferences, seasonality, customer expectations, and fashion trends;
•the impact on our consumer traffic and demand, our business operations, and the operations of our suppliers, as we experience unseasonable weather, climate change evolves, and the frequency and severity of weather events increases;
•our ability to execute our business strategies, including growing our Brand Portfolio segment, enhancing in-store and digital shopping experiences, integrating previously acquired businesses and brands, and meeting consumer demands;
•our ability to maintain strong relationships with our suppliers, vendors, licensors, and retailer customers;
•risks related to losses or disruptions associated with our distribution systems, including our distribution centers and stores, and payment processing services whether as a result of reliance on third-party providers or otherwise;
•our reliance on third parties to provide customer payment processing services;
•risks related to cyber security threats and privacy or data security breaches or the potential loss or disruption of our information technology ("IT") systems, or those of our vendors;
•risks related to the implementation of new or updated IT systems, including the use of artificial intelligence tools;
•our ability to protect our reputation and to maintain the brands we license;
•our reliance on our reward programs and marketing to drive traffic, sales, and customer loyalty;
•our ability to successfully integrate new hires or changes in leadership and retain our existing management team, and to continue to attract qualified new personnel;
•risks related to restrictions imposed by our senior secured asset-based revolving credit facility, as amended ("ABL Revolver"), and our senior secured term loan credit agreement, as amended ("Term Loan"), that could limit our ability to fund our operations;
•our competitiveness with respect to style, price, brand availability, shopping platforms, and customer service;
•risks related to our international operations and our reliance on foreign sources for merchandise;
•our ability to comply with laws and regulations, as well as other legal obligations;
•risks associated with climate change and other corporate responsibility issues; and
•uncertainties related to future legislation, regulatory reform, policy changes, or interpretive guidance on existing legislation.
ii
If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results, performance, or achievements may vary materially from what we have projected. Furthermore, new factors emerge from time to time, and it is not possible for management to predict all such factors, nor can management assess the impact of any such factor on the business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.
iii
PART I. FINANCIAL INFORMATION
| ITEM 1. FINANCIAL STATEMENTS | ||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| (unaudited and in thousands, except per share amounts) | Three months ended | Six months ended | |||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | August 1, 2026 | August 2, 2025 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | ( | ( | ( | ( | |||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses | ( | ( | ( | ( | |||||||||||||||||||
| Income from equity investment | |||||||||||||||||||||||
| Impairment charges | ( | ( | |||||||||||||||||||||
| Operating profit | |||||||||||||||||||||||
| Interest expense on debt and tariff sale financing transaction, net of interest income (Note 1 and 10) | ( | ( | ( | ( | |||||||||||||||||||
| Non-operating income (expenses), net | ( | ( | |||||||||||||||||||||
| Income (loss) before income taxes and loss from equity investment | ( | ||||||||||||||||||||||
| Income tax provision | ( | ( | ( | ( | |||||||||||||||||||
| Loss from equity investment | ( | ( | |||||||||||||||||||||
| Net income (loss) | ( | ||||||||||||||||||||||
| Net income attributable to redeemable noncontrolling interest | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) attributable to Designer Brands Inc. | $ | $ | $ | $ | ( | ||||||||||||||||||
| Earnings (loss) per share attributable to Designer Brands Inc.: | |||||||||||||||||||||||
| Basic earnings (loss) per share | $ | $ | $ | $ | ( | ||||||||||||||||||
| Diluted earnings (loss) per share | $ | $ | $ | $ | ( | ||||||||||||||||||
| Weighted average shares used in per share calculations: | |||||||||||||||||||||||
| Basic shares | |||||||||||||||||||||||
| Diluted shares | |||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
| (unaudited and in thousands) | Three months ended | Six months ended | |||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | August 1, 2026 | August 2, 2025 | ||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ( | ||||||||||||||||||
| Other comprehensive income (loss) - foreign currency translation gain (loss) | ( | ( | |||||||||||||||||||||
| Comprehensive income (loss) | ( | ||||||||||||||||||||||
| Comprehensive income attributable to redeemable noncontrolling interest | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income (loss) attributable to Designer Brands Inc. | $ | $ | $ | $ | ( | ||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
2
CONDENSED CONSOLIDATED BALANCE SHEETS
| (unaudited and in thousands) | August 1, 2026 | January 31, 2026 | August 2, 2025 | ||||||||||||||
| ASSETS | |||||||||||||||||
| Current assets: | |||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | ||||||||||||||
| Receivables, net | |||||||||||||||||
| Inventories | |||||||||||||||||
| Prepaid expenses and other current assets | |||||||||||||||||
| Total current assets | |||||||||||||||||
| Property and equipment, net | |||||||||||||||||
| Operating lease assets | |||||||||||||||||
| Goodwill | |||||||||||||||||
| Intangible assets, net | |||||||||||||||||
| Deferred tax assets | |||||||||||||||||
| Equity investments | |||||||||||||||||
| Other assets | |||||||||||||||||
| Total assets | $ | $ | $ | ||||||||||||||
| LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND SHAREHOLDERS' EQUITY | |||||||||||||||||
| Current liabilities: | |||||||||||||||||
| Accounts payable | $ | $ | $ | ||||||||||||||
| Accrued expenses | |||||||||||||||||
| Current maturities of long-term debt | |||||||||||||||||
| Current operating lease liabilities | |||||||||||||||||
| Total current liabilities | |||||||||||||||||
| Long-term debt | |||||||||||||||||
| Non-current operating lease liabilities | |||||||||||||||||
| Other non-current liabilities | |||||||||||||||||
| Total liabilities | |||||||||||||||||
| Commitments and contingencies (Note 10) | |||||||||||||||||
| Redeemable noncontrolling interest | |||||||||||||||||
| Shareholders' equity: | |||||||||||||||||
| Common shares paid in-capital, no par value | |||||||||||||||||
| Treasury shares, at cost | ( | ( | ( | ||||||||||||||
| Retained earnings | |||||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ( | ||||||||||||||
| Total shareholders' equity | |||||||||||||||||
| Total liabilities, redeemable noncontrolling interest, and shareholders' equity | $ | $ | $ | ||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
| Number of Shares | Amounts | ||||||||||||||||||||||||||||||||||||||||||||||
| (unaudited and in thousands, except per share amounts) | Class A Common Shares | Class B Common Shares | Treasury Shares | Common Shares Paid in Capital | Treasury Shares | Retained Earnings | Accumulated Other Comprehensive Loss | Total | |||||||||||||||||||||||||||||||||||||||
| Three months ended August 1, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, May 2, 2026 | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income attributable to Designer Brands Inc. | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation activity | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balance, August 1, 2026 | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Three months ended August 2, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, May 3, 2025 | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income attributable to Designer Brands Inc. | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation activity | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance, August 2, 2025 | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Six months ended August 1, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, January 31, 2026 | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income attributable to Designer Brands Inc. | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation activity | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balance, August 1, 2026 | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Six months ended August 2, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, February 1, 2025 | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to Designer Brands Inc. | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation activity | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance, August 2, 2025 | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six months ended | |||||||||||
| (unaudited and in thousands) | August 1, 2026 | August 2, 2025 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation expense | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Income from equity investments | ( | ( | |||||||||
| Distributions received from equity investments | |||||||||||
| Impairment charges | |||||||||||
| Other | ( | ||||||||||
| Change in operating assets and liabilities: | |||||||||||
| Receivables | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Prepaid expenses and other current assets | ( | ||||||||||
| Accounts payable | ( | ||||||||||
| Accrued expenses | |||||||||||
| Operating lease assets and liabilities, net | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Cash paid for property and equipment | ( | ( | |||||||||
| Other | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Borrowing on revolving credit facility | |||||||||||
| Payments on revolving credit facility | ( | ( | |||||||||
| Payments for borrowings under Term Loan | ( | ( | |||||||||
| Payments of debt issuance costs | ( | ||||||||||
| Dividends paid | ( | ( | |||||||||
| Cash paid for taxes for stock-based compensation shares withheld | ( | ( | |||||||||
| Other | ( | ||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Effect of exchange rate changes on cash balances | ( | ||||||||||
| Net increase in cash and cash equivalents | |||||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
| Supplemental disclosures: | |||||||||||
| Net cash paid (received) for income taxes | $ | $ | ( | ||||||||
| Cash paid for interest on debt and financing transaction | $ | $ | |||||||||
| Operating cash paid for operating lease liabilities | $ | $ | |||||||||
| Operating cash paid for finance leases | $ | $ | |||||||||
| Financing cash paid for finance leases | $ | $ | |||||||||
| Non-cash investing and financing activities | |||||||||||
| Property and equipment purchases not yet paid | $ | $ | |||||||||
| Contribution of intangible asset to equity investment | $ | $ | |||||||||
| Operating lease liabilities arising from lease asset additions | $ | $ | |||||||||
| Finance lease liabilities arising from lease asset additions | $ | $ | |||||||||
| Net increase to operating lease assets and lease liabilities for modifications | $ | $ | |||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
5
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
6
1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
Business Operations- Designer Brands Inc. is one of the world's largest designers, producers, and retailers of footwear and accessories. We operate in two reportable segments: the Retail segment and the Brand Portfolio segment. The Retail segment operates the DSW Designer Shoe Warehouse ("DSW") banner through its direct-to-consumer stores and e-commerce sites in the United States ("U.S.") and Canada and The Shoe Co. and Rubino banners through its direct-to-consumer stores and e-commerce sites in Canada. The Brand Portfolio segment primarily earns revenue from the wholesale of our exclusive and licensed brands to retailers, our Retail segment, and international distributors and the sale of our Vince Camuto, Keds, and Topo brands through direct-to-consumer e-commerce sites.
Basis of Presentation- The accompanying unaudited, condensed consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the U.S. ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, we do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. All such adjustments are of a normal, recurring nature. The condensed consolidated financial position, results of operations, and cash flows for these interim periods are not necessarily indicative of the results that may be expected in future periods. The financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the 2025 Form 10-K.
Immaterial Restatements of Prior Periods- During the first quarter of 2026, we identified that our previously acquired Topo business was utilizing incorrect duty rates applied to many of our Topo branded products imported into the U.S., both before and after the acquisition date. Based on a standard look-back period of five years and published interest rates, we estimated an obligation of additional duties and interest of $8.4 million due to the U.S. Customs and Border Protection (the "CBP") related to prior periods. The correction of this error to periods prior to the first quarter of 2026 is not material to the consolidated financial statements for any of the impacted periods; however, the aggregate impact of correcting prior periods within the first quarter of 2026 would have been material to our current period condensed consolidated financial statements. Consequently, we have made these immaterial corrections in the comparative prior periods. Refer to Note 12, Immaterial Restatements of Prior Period Financial Statements, for quantification of the restatement impacts to the prior periods presented. Additionally, comparative prior period amounts in the applicable notes to the condensed consolidated financial statements have been restated. We will also correct previously reported financial statements for such immaterial errors in future filings, as applicable.
Fiscal Year- Our fiscal year ends on the Saturday nearest to January 31. References to a fiscal year (e.g., "2026") refer to the calendar year in which the fiscal year begins. This reporting schedule is followed by many national retail companies and typically results in a 52-week fiscal year (including 2026 and 2025) but occasionally will contain an additional week resulting in a 53-week fiscal year.
SIGNIFICANT ACCOUNTING POLICIES
Accounting Policies- The complete summary of significant accounting policies is included in the notes to the consolidated financial statements as presented in our 2025 Form 10-K.
Principles of Consolidation- The condensed consolidated financial statements include the accounts of Designer Brands Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. All amounts are in U.S. dollars.
Use of Estimates- The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and reported amounts of net sales and expenses during the reporting periods. Certain estimates and assumptions use forecasted financial information based on information reasonably available to us. Significant estimates and assumptions are required as a part of accounting for customer returns and allowances, gift card breakage income, deferred revenue associated with reward programs, valuation of inventories, depreciation and amortization, impairments of long-lived assets, intangibles, goodwill and investments, lease accounting, redeemable noncontrolling interest, income taxes and valuation allowances on deferred tax assets, and self-insurance reserves. Although we believe that these estimates and assumptions are reasonable, they are based on management's knowledge of current events and actions we may undertake in the future. Changes in facts and circumstances may result in revised estimates and assumptions, and actual results could differ from these estimates.
7
Interest Expenses on debt and tariff sale financing transaction, net of interest income- Interest expense on debt and tariff sale financing transaction, net of interest income, includes the following:
| Three months ended | Six months ended | ||||||||||||||||||||||
| (in thousands) | August 1, 2026 | August 2, 2025 | August 1, 2026 | August 2, 2025 | |||||||||||||||||||
| Interest expense on debt | $ | $ | $ | $ | |||||||||||||||||||
| Interest expense on tariff sale financing transaction | |||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||
| Interest expense on debt and tariff sale financing transaction, net of interest income | $ | $ | $ | $ | |||||||||||||||||||
The interest expense on tariff sale financing transaction is a result of interest expense related to the sale of tariff refund claims to the Investor. Refer to Note 10, Commitments and Contingencies - IEEPA Tariff Recoveries, for additional details.
Income Taxes- For the three months ended August 1, 2026 and August 2, 2025, our effective tax rate was 32.8 % and 23.9 %, respectively, and for the six months ended August 1, 2026 and August 2, 2025, our effective tax rate was 37.7 % and negative 21.8 %, respectively. The effective tax rate for the six months ended August 1, 2026 differed from the U.S. federal statutory rate primarily due to the tax impact of non-deductible compensation and state income taxes. The effective tax rate for the six months ended August 2, 2025 differed from the statutory rate primarily due to the impact of permanent non-deductible compensation and being in a loss before income tax position, which resulted in a negative effective tax rate.
Fair Value- Fair value is defined as the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value are categorized using defined hierarchical levels related to the subjectivity associated with the inputs to fair value measurements as follows:
• Level 1 - Quoted prices in active markets for identical assets or liabilities
• Level 2 - Quoted prices for similar assets or liabilities in active markets or inputs that are observable
• Level 3 - Unobservable inputs in which little or no market activity exists
The carrying value of cash and cash equivalents, receivables, and accounts payable approximated their fair values due to their short-term nature. The carrying value of borrowings under our ABL Revolver and our Term Loan approximated fair value based on the terms and variable interest rates.
Recently Issued Accounting Pronouncements- In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement Expense Disaggregation Disclosures, which requires disaggregated disclosures for specific cost and expense categories such as inventory purchases, employee compensation, depreciation, and amortization, as well as other disclosures. ASU 2024-03 is effective either on a retrospective basis to all prior periods presented or on a prospective basis beginning with our 2027 Annual Report on Form 10-K and subsequent interim periods. We are currently evaluating the impact of adopting ASU 2024-03 to the notes of the consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which eliminates accounting consideration of software project development stages and instead requires capitalization to begin when management authorizes and commits to funding the project and it is probable the software will be completed and used as intended. ASU 2025-06 is effective for us in the first quarter of 2028 and early adoption is permitted either on a retrospective, prospective, or modified prospective approach. We are currently evaluating the impact of ASU 2025-06 on the consolidated financial statements and related disclosures.
8
2. REVENUE
DISAGGREGATION OF NET SALES
The following table presents net sales disaggregated by product and service categories for the Retail segment and sales channel for the Brand Portfolio segment:
| Three months ended | Six months ended | ||||||||||||||||||||||
| (in thousands) | August 1, 2026 | August 2, 2025 | August 1, 2026 | August 2, 2025 | |||||||||||||||||||
| Net sales: | |||||||||||||||||||||||
| Retail segment: | |||||||||||||||||||||||
| Non-athletic footwear: | |||||||||||||||||||||||
| Women's | $ | $ | $ | $ | |||||||||||||||||||
| Men's | |||||||||||||||||||||||
| Kids' | |||||||||||||||||||||||
| Athletic footwear | |||||||||||||||||||||||
| Accessories and other | |||||||||||||||||||||||
| Brand Portfolio segment: | |||||||||||||||||||||||
| Wholesale | |||||||||||||||||||||||
| Direct-to-consumer | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total segment net sales | |||||||||||||||||||||||
| Elimination of intersegment sales | ( | ( | ( | ( | |||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
DEFERRED REVENUE LIABILITIES
| Three months ended | Six months ended | ||||||||||||||||||||||
| (in thousands) | August 1, 2026 | August 2, 2025 | August 1, 2026 | August 2, 2025 | |||||||||||||||||||
| Gift cards: | |||||||||||||||||||||||
| Beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Gift cards redeemed and breakage recognized to net sales | ( | ( | ( | ( | |||||||||||||||||||
| Gift cards issued | |||||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | |||||||||||||||||||
| Reward programs: | |||||||||||||||||||||||
| Beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Reward certificates redeemed and expired and other adjustments recognized to net sales | ( | ( | ( | ( | |||||||||||||||||||
| Deferred revenue for reward points issued | |||||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | |||||||||||||||||||
9
3. RELATED PARTY TRANSACTIONS
SCHOTTENSTEIN AFFILIATES
We have transactions with entities owned or controlled by Jay L. Schottenstein, the executive chairman of our Board of Directors (the "Board"), and members of his family (the "Schottenstein Affiliates"). As of August 1, 2026, the Schottenstein Affiliates beneficially owned approximately 27 % of the Company's outstanding common shares, representing approximately 64 % of the combined voting power, consisting of, in the aggregate, 6.0 million Class A common shares and 7.7 million Class B common shares. The following summarizes the related party transactions with the Schottenstein Affiliates for the relevant periods:
Leases- We lease certain store and office locations that are owned by the Schottenstein Affiliates. For both the three months ended August 1, 2026 and August 2, 2025, we recorded lease expense from the leases with Schottenstein Affiliates of $1.7 3.4 million and $3.5 million, respectively. As of August 1, 2026, January 31, 2026 and August 2, 2025, we had related party current operating lease liabilities of $4.7 million, $4.5 million and $4.1 million, respectively, and non-current operating lease liabilities of $9.6 million, $11.2 million and $15.4 million, respectively.
Other Purchases and Services and Due to Related Parties- Amounts for other purchases and services we incurred from the Schottenstein Affiliates and the amounts due to the Schottenstein Affiliates, other than operating lease liabilities, were immaterial for all periods presented.
ABG-CAMUTO
We have a 40.0 % ownership interest in ABG-Camuto, LLC ("ABG-Camuto"). We have a licensing agreement with ABG-Camuto, pursuant to which we pay royalties on the net sales of the brands owned by ABG-Camuto, subject to guaranteed minimums. For both the three months ended August 1, 2026 and August 2, 2025, we recorded royalty expense for amounts paid to ABG-Camuto of $4.8 9.6
4. EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is based on net income (loss) attributable to Designer Brands Inc. and the weighted average of Class A and Class B common shares outstanding. Diluted earnings per share reflects the potential dilution of common shares adjusted for outstanding stock-based compensation awards calculated using the treasury stock method. The dilutive effect of outstanding stock-based compensation awards is applicable only in periods when we have net income attributable to Designer Brands Inc.
The following is a reconciliation between basic and diluted weighted average shares outstanding, as used in the calculation of earnings (loss) per share attributable to Designer Brands Inc., and the anti-dilutive shares excluded from the calculation of diluted earnings (loss) per share attributable to Designer Brands Inc.:
| Three months ended | Six months ended | ||||||||||||||||||||||
(in thousands) | August 1, 2026 | August 2, 2025 | August 1, 2026 | August 2, 2025 | |||||||||||||||||||
Weighted average basic shares outstanding | |||||||||||||||||||||||
Dilutive effect of stock-based compensation awards | |||||||||||||||||||||||
Weighted average diluted shares outstanding | |||||||||||||||||||||||
| Anti-dilutive shares | |||||||||||||||||||||||
5. STOCK-BASED COMPENSATION
For the three months ended August 1, 2026 and August 2, 2025, we recorded stock-based compensation expense of $8.0 million and $6.0 million, respectively. For the six months ended August 1, 2026 and August 2, 2025, we recorded stock-based compensation expense of $14.5 million and $12.1 million, respectively. These costs are included in operating expenses on the condensed consolidated statements of operations.
10
The following table summarizes the restricted stock units ("RSU") activity for the six months ended August 1, 2026:
| (in thousands) | Shares of Time-Based RSUs | Shares of Performance-Based RSUs | |||||||||
| Outstanding - beginning of period | |||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ( | |||||||||
| Outstanding - end of period | |||||||||||
6. SHAREHOLDERS' EQUITY
Our Class A common shares are listed for trading under the ticker symbol "DBI" on the New York Stock Exchange. There is currently no public market for the Company's Class B common shares, but the Class B common shares can be converted into the Company's Class A common shares at the election of the holder on a share-for-share basis. Holders of Class A common shares are entitled to one vote per share and holders of Class B common shares are entitled to eight votes per share on matters submitted to shareholders for approval.
The following table provides additional information for our common shares:
| (in thousands) | August 1, 2026 | January 31, 2026 | August 2, 2025 | ||||||||||||||||||||||||||||||||
| Class A | Class B | Class A | Class B | Class A | Class B | ||||||||||||||||||||||||||||||
| Authorized shares | |||||||||||||||||||||||||||||||||||
| Issued shares | |||||||||||||||||||||||||||||||||||
| Outstanding shares | |||||||||||||||||||||||||||||||||||
| Treasury shares | |||||||||||||||||||||||||||||||||||
We have authorized 100 million shares of no par value preferred shares, with no shares issued for any of the periods presented.
DIVIDENDS
On September 9, 2026, the Board declared a quarterly cash dividend payment of $0.05 per share for both Class A and Class B common shares. The dividend will be paid on October 7, 2026 to shareholders of record at the close of business on September 24, 2026.
7. RECEIVABLES
Receivables, net, consisted of the following:
| (in thousands) | August 1, 2026 | January 31, 2026 | August 2, 2025 | ||||||||||||||
| Customer accounts receivables: | |||||||||||||||||
| Receivables with payment guarantee by third-party provider | $ | $ | $ | ||||||||||||||
| Receivables without payment guarantee | |||||||||||||||||
| Other receivables | |||||||||||||||||
| Total receivables | |||||||||||||||||
| Allowance for credit losses | ( | ( | ( | ||||||||||||||
| $ | $ | $ | |||||||||||||||
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8. ACCRUED EXPENSES
Accrued expenses consisted of the following:
| (in thousands) | August 1, 2026 | January 31, 2026 | August 2, 2025 | ||||||||||||||
| Gift cards | $ | $ | $ | ||||||||||||||
| Accrued compensation and related expenses | |||||||||||||||||
| Accrued taxes | |||||||||||||||||
| Customer returns and allowances | |||||||||||||||||
| Reward programs deferred revenue | |||||||||||||||||
| Other | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
9. DEBT
Debt consisted of the following:
| (in thousands) | August 1, 2026 | January 31, 2026 | August 2, 2025 | ||||||||||||||
| ABL Revolver | $ | $ | $ | ||||||||||||||
| Term Loan | |||||||||||||||||
| Total debt | |||||||||||||||||
| Less unamortized Term Loan debt issuance costs | ( | ( | ( | ||||||||||||||
| Less current maturities of long-term debt | ( | ( | ( | ||||||||||||||
| Long-term debt | $ | $ | $ | ||||||||||||||
ABL REVOLVER
On March 30, 2022, we replaced our previous senior secured asset-based revolving credit facility with our current ABL Revolver, which was subsequently amended on February 28, 2023, June 23, 2023, and February 27, 2026. The amended ABL Revolver provides a revolving line of credit of up to $600.0 million, including a Canadian sub-limit of up to $60.0 million, a $75.0 million sub-limit for the issuance of letters of credit, a $60.0 million sub-limit for swing-loan advances for U.S. borrowings, and a $6.0 million sub-limit for swing-loan advances for Canadian borrowings. In addition, the ABL Revolver includes a first-in last-out term loan ("FILO Term Loan") with $29.5 million borrowed. The FILO Term Loan may be repaid in full, but not in part, so long as certain payment conditions are satisfied. Once repaid, no portion of the FILO Term Loan may be reborrowed. The ABL Revolver matures on the earlier of the maturity date of the Term Loan (currently June 2028) or February 2031 and is secured by a first-priority lien on substantially all of our personal property assets, including credit card receivables and inventory. The ABL Revolver may be used to provide funds for working capital, capital expenditures, share repurchases, other expenditures, and permitted acquisitions as defined by the credit facility agreement. The amount of credit available is limited to a borrowing base formulated on, among other things, a percentage of the book value of eligible inventory and credit card receivables, as reduced by certain reserves. As of August 1, 2026, the revolving line of credit (excluding the FILO Term Loan) had a borrowing base of $437.0 million, with $280.2 million in outstanding borrowings and $10.6 million in letters of credit issued, resulting in $146.2 million available for borrowings.
Borrowings under the revolving line of credit and letters of credit issued under the ABL Revolver accrue interest, at our option, at a rate equal to: (A) a base rate per annum equal to the greatest of (i) the prime rate, (ii) the Fed Funds Rate (as defined in the credit facility agreement and subject to a floor of 0 %) plus 0.5 %, and (iii) Term SOFR (as defined in the credit facility agreement) plus 1.0 %; or (B) a one-month, three-month, or six-month Term SOFR per annum (subject to a floor of 0 %), plus, in each instance, an applicable rate to be determined based on average availability. The FILO Term Loan accrues interest, at our option, at a rate equal to: (A) a fluctuating interest rate per annum equal to the greatest of (i) the prime rate, (ii) the Fed Funds Rate plus 0.5 %, or (iii) Term SOFR plus 1.0 %, plus 2.5 %; or (B) Term SOFR for the interest period in effect for such borrowing plus 3.5 %. Commitment fees are based on the unused portion of the ABL Revolver available for borrowings. Interest expense related to the ABL Revolver includes interest on borrowings and letters of credit, with an interest rate of 6.0 % as of August 1, 2026, commitment fees, and the amortization of debt issuance costs.
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TERM LOAN
On June 23, 2023, we entered into the Term Loan and have since borrowed the maximum aggregate amount of $135.0 million during 2023, consisting of $121.5 million in U.S. loans and $13.5 million in Canadian loans (denominated in USD). The Term Loan matures at the earlier of the maturity date of the ABL Revolver or June 2028 and is collateralized by a first-priority lien on substantially all of our real and intellectual property and by a second-priority lien on the assets used as collateral for the ABL revolver, primarily credit card receivables and inventory.
Borrowings under the Term Loan bear interest at a per annum rate equal to: (A) an adjusted three-month SOFR per annum (subject to a floor of 2.0 %), plus 7.0 %; or if (A) is not available, then (B) a base rate per annum equal to the greater of (i) 2.0 %, (ii) the prime rate, (iii) the Fed Funds Rate plus 0.5 %, and (iv) the Adjusted Term SOFR plus 1.0 %; plus, in each instance, 6.0 %, with an interest rate of 10.8 % (effective interest rate of 12.2 % when including the amortization of debt issuance costs) as of August 1, 2026.
DEBT COVENANTS
The ABL Revolver requires us to maintain a fixed charge coverage ratio covenant of not less than 1 :1 when availability is less than the greater of $47.3 million or 10.0 % of the maximum borrowing amount. At any time that liquidity is less than $100.0 million, the Term Loan requires the consolidated net leverage ratio to be no greater than 2.50 to 1.00, calculated on a trailing twelve-month basis and measured on the last day of each fiscal month. Testing of the consolidated net leverage ratio ends after liquidity has been greater than or equal to $100.0 million for a period of 45 consecutive days. The ABL Revolver and Term Loan also contain customary covenants restricting certain activities, including limitations on our ability to sell assets, engage in acquisitions, enter into transactions involving related parties, incur additional debt, grant liens on assets, pay dividends or repurchase stock, and make certain other changes. There are specific exceptions to these covenants including, in some cases, upon satisfying specified payment conditions based on availability. The ABL Revolver and Term Loan contain customary events of default, including failure to comply with certain financial and other covenants. Upon an event of default that is not cured or waived within the applicable cure period, in addition to other remedies that may be available to the lenders, our obligations may be accelerated, outstanding letters of credit may be required to be cash collateralized, and remedies may be exercised against the collateral. As of August 1, 2026, we were in compliance with all financial covenants contained in the ABL Revolver and the Term Loan.
10. COMMITMENTS AND CONTINGENCIES
LEGAL MATTERS
We are involved in various legal proceedings that are incidental to the conduct of our business. Although it is not possible to predict with certainty the eventual outcome of any litigation, we believe the amount of any potential liability with respect to current legal proceedings will not be material to our results of operations or financial condition. However, legal proceedings are inherently uncertain. As a result, the outcome of a particular matter or a combination of matters may be material to our results of operations for a particular period. We are also involved in certain legal matters in which we have agreed to settlement terms with the plaintiffs, which remain subject to court approval, and such matters are covered under our insurance policies and accordingly associated legal fees and settlement costs will be paid by the insurer. As a result, we have recorded accrued expenses for estimated settlement obligations covered by insurance with corresponding receivables on the condensed consolidated balance sheets of $25.3 million, $10.6 million and $12.4 million as of August 1, 2026, January 31, 2026 and August 2, 2025, respectively. As additional information becomes available, we will assess any potential liabilities related to pending litigation and revise the estimates as needed.
13
IEEPA TARIFF RECOVERIES
On February 20, 2026, the U.S. Supreme Court rendered a decision invalidating tariffs imposed under the International Emergency Economic Powers Act (the "IEEPA"). During April 2026, the CBP launched the Consolidated Administration and Processing of Entries ("CAPE") process, which allows entities to submit refund claims for paid IEEPA tariffs. During the first quarter of 2026, we submitted claims seeking refunds of previously paid IEEPA tariffs through CAPE. We have elected to apply a gain contingency model to account for potential recoveries of previously paid IEEPA tariffs and any related interest received. Under this model, a gain contingency is not recognized in the consolidated financial statements until the gain is realized or realizable. Prior to the U.S. Supreme Court ruling, we entered into an agreement to sell the rights to potential claims to an unrelated financial investor (the "Investor"). Under the terms of this agreement, the Investor purchased $18.3 million of our refund claims for $2.2 million in cash. As the refunds for the sold claims are received, we are remitting such funds to the Investor and recording the remittance as a financing transaction.
11. SEGMENT REPORTING
Our two
14
The following tables provide certain financial data by segment reconciled to the condensed consolidated financial statements (total assets by segment are not presented in the table below as the CODM does not evaluate, manage, or measure segment performance using total assets):
| (in thousands) | Three months ended August 1, 2026 | Three months ended August 2, 2025 | |||||||||||||||||||||||||||||||||
| Retail | Brand Portfolio | Total | Retail | Brand Portfolio | Total | ||||||||||||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||||||||||||||
| External customer sales | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Intersegment sales | |||||||||||||||||||||||||||||||||||
| Segment net sales | |||||||||||||||||||||||||||||||||||
| Elimination of intersegment net sales | ( | ( | |||||||||||||||||||||||||||||||||
| Consolidated net sales | $ | $ | |||||||||||||||||||||||||||||||||
| Less segment expenses: | |||||||||||||||||||||||||||||||||||
| Cost of sales, exclusive of expenses shown below | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Store selling expenses | ( | ( | |||||||||||||||||||||||||||||||||
| Occupancy costs | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Marketing | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Distribution and fulfillment costs | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Personnel overhead costs | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
Other expense items(1) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Plus income from equity investment | |||||||||||||||||||||||||||||||||||
| Segment operating profit (loss) | $ | $ | $ | $ | ( | ||||||||||||||||||||||||||||||
| Net recognition of intersegment activity | |||||||||||||||||||||||||||||||||||
Recoveries related to IEEPA tariff costs incurred(2) | |||||||||||||||||||||||||||||||||||
Corporate shared services costs(3) | ( | ( | |||||||||||||||||||||||||||||||||
Impairment charges(3) | ( | ||||||||||||||||||||||||||||||||||
| Consolidated operating profit | |||||||||||||||||||||||||||||||||||
| Interest expense on debt and tariff sale financing transaction, net of interest income | ( | ( | |||||||||||||||||||||||||||||||||
| Non-operating income (expenses), net | ( | ||||||||||||||||||||||||||||||||||
| Income before income taxes and loss from equity investment | $ | $ | |||||||||||||||||||||||||||||||||
| Cash paid for segment property and equipment | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
15
| (in thousands) | Six months ended August 1, 2026 | Six months ended August 2, 2025 | |||||||||||||||||||||||||||||||||
| Retail | Brand Portfolio | Total | Retail | Brand Portfolio | Total | ||||||||||||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||||||||||||||
| External customer sales | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Intersegment sales | |||||||||||||||||||||||||||||||||||
| Segment net sales | |||||||||||||||||||||||||||||||||||
| Elimination of intersegment net sales | ( | ( | |||||||||||||||||||||||||||||||||
| Consolidated net sales | $ | $ | |||||||||||||||||||||||||||||||||
| Less segment expenses: | |||||||||||||||||||||||||||||||||||
| Cost of sales, exclusive of expenses shown below | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Store selling expenses | ( | ( | |||||||||||||||||||||||||||||||||
| Occupancy costs | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Marketing | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Distribution and fulfillment costs | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Personnel overhead costs | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
Other expense items(1) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Plus income from equity investment | |||||||||||||||||||||||||||||||||||
| Segment operating profit (loss) | $ | $ | $ | $ | ( | ||||||||||||||||||||||||||||||
| Net recognition (elimination) of intersegment activity | ( | ||||||||||||||||||||||||||||||||||
Recoveries related to IEEPA tariff costs incurred(2) | |||||||||||||||||||||||||||||||||||
Corporate shared services costs(3) | ( | ( | |||||||||||||||||||||||||||||||||
Impairment charges(3) | ( | ||||||||||||||||||||||||||||||||||
| Consolidated operating profit | |||||||||||||||||||||||||||||||||||
| Interest expense on debt and tariff sale financing transaction, net of interest income | ( | ( | |||||||||||||||||||||||||||||||||
| Non-operating income (expenses), net | ( | ||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes and loss from equity investment | $ | $ | ( | ||||||||||||||||||||||||||||||||
| Cash paid for segment property and equipment | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(1) Other expense items include professional services fees, payment service fees, supplies, travel, and other administrative segment expenses.
(2) Recoveries related to IEEPA tariff costs incurred were recognized as a reduction of cost of sales on the condensed consolidated statements of operations and were excluded from segment operating profit (loss) as such amounts were not included in the segment operating results provided to the CODM.
(3) Corporate shared services costs and impairment charges are not attributed to any of our segments. Corporate shared services costs primarily relate to corporate administration, IT, finance, human resources, legal, real estate, and other shared services performing corporate-level activities. We also do not allocate amounts related to restructuring and integration charges (including severance).
16
12. IMMATERIAL RESTATEMENTS OF PRIOR PERIOD FINANCIAL STATEMENTS
As discussed in Note 1, Description of Business and Significant Accounting Policies - Immaterial Restatements of Prior Periods, during the first quarter of 2026, we identified errors related to prior period financial statements. While the prior period amounts have been restated, as detailed below for comparability, the impact of the corrections in periods prior to the first quarter of 2026 are not material to the consolidated financial statements in any of the impacted periods.
The following table presents the prior period impact to line items shown on the condensed consolidated statements of operations and comprehensive income (loss):
| (in thousands, except per share amounts) | Three months ended August 2, 2025 | Six months ended August 2, 2025 | |||||||||||||||||||||||||||||||||
| Previously Reported | Adjustments | As Adjusted | Previously Reported | Adjustments | As Adjusted | ||||||||||||||||||||||||||||||
| Cost of sales | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
| Gross profit | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Operating profit | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Interest expense, net | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||
| Income tax provision | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||
| Net income attributable to redeemable noncontrolling interest | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
| Net income (loss) attributable to Designer Brands Inc. | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||
| Basic earnings (loss) per share | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||
| Diluted earnings (loss) per share | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||
| Comprehensive income (loss) attributable to Designer Brands Inc. | $ | $ | ( | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||
The following table presents the prior period impacts to line items shown on the condensed consolidated balance sheets and the related components of shareholders' equity (beginning retained earnings for 2025 decreased $3.1 million from $77.9 million to $74.8 million):
| (in thousands) | January 31, 2026 | August 2, 2025 | |||||||||||||||||||||||||||||||||
| Previously Reported | Adjustments | As Adjusted | Previously Reported | Adjustments | As Adjusted | ||||||||||||||||||||||||||||||
| Receivables, net | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Total current assets | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Accrued expenses | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Total current liabilities | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Redeemable noncontrolling interest | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Retained earnings | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Total shareholders' equity | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Total liabilities, redeemable noncontrolling interest, and shareholders' equity | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
17
The following table presents the prior period impacts to line items shown on the condensed consolidated statements of cash flows:
| (in thousands) | Six months ended August 2, 2025 | ||||||||||||||||
| Previously Reported | Adjustments | As Adjusted | |||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | |||||||||||
| Change in operating assets and liabilities: | |||||||||||||||||
| Receivables | $ | ( | $ | ( | $ | ( | |||||||||||
| Accrued expenses | $ | $ | $ | ||||||||||||||
| Net cash provided by operating activities | $ | $ | $ | ||||||||||||||
18
| ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | ||||||||||||||
EXECUTIVE OVERVIEW AND TRENDS IN OUR BUSINESS
As described in Note 1, Description of Business and Significant Accounting Policies - Immaterial Restatements of Prior Periods, of the condensed consolidated financial statements of this Form 10-Q, we have made immaterial corrections to comparative prior period amounts. Refer to Note 12, Immaterial Restatements of Prior Period Financial Statements, of the condensed consolidated financial statements of this Form 10-Q for quantification of the prior period restatement impacts.
For the second quarter of 2026, net sales decreased 1.2% with a decrease in total comparable sales of 2.4% when compared to the same period last year. Gross profit as a percentage of net sales for the second quarter of 2026 was 50.0%, which included the benefit of $35.5 million of tariff recoveries recorded as a reduction of cost of sales and contributed to the total increase of 640 basis points when compared to the same period last year.
EFFECTS OF MACROECONOMIC CONDITIONS AND TARIFFS
Macroeconomic conditions influenced by uncertain tariff policies, inflation, elevated fuel prices, stock market indices, interest rates and employment levels, along with geopolitical unrest, continue to persist and create a challenging retail environment. Consumer spending on discretionary items, including our products, generally declines during periods of economic uncertainty, when disposable income is reduced, or when there is a reduction in consumer confidence. We believe these ongoing uncertainties have had a negative impact on our operating results and liquidity during 2026 and we may continue to experience the impact of decreased consumer demand for our products and lower direct-to-consumer traffic. We have enacted certain mitigating actions, including alignment of inventory with current demand levels and expense reductions. Although we have made progress in mitigating the impacts of certain macroeconomic conditions, our actions are not necessarily complete, and they should be viewed as part of the process in which we will continue our efforts to better align our cost structure with our operating results. We are unable to predict the severity of macroeconomic uncertainty, whether or when such circumstances may improve or worsen, including from one of our quarterly reporting periods to the next, or the full impact such circumstances could have on our business. These factors ultimately could require us to enact further mitigating operating efficiency measures that could have a material adverse effect on our business, results of operations, and liquidity.
Following its January 2025 inauguration, the U.S. administration has taken action to increase tariffs assessed on most products imported into the U.S. Various modifications to the U.S. tariffs have been announced, and further changes are expected to be made in the future, including in response to litigation, which has introduced heightened uncertainty regarding the future of global trade and the impact to our cost structure. On February 20, 2026, the U.S. Supreme Court rendered a decision invalidating tariffs imposed under the IEEPA. During April 2026, the CBP launched the CAPE process, which allows entities to submit refund claims for paid IEEPA tariffs. During the first quarter of 2026, we submitted claims seeking refunds of previously paid IEEPA tariffs through CAPE. Prior to the U.S. Supreme Court ruling, we entered into an agreement to sell the rights to potential claims to an Investor. As the refunds for the sold claims are received, we are remitting such funds to the Investor and recording the remittance as a financing transaction.
During the second quarter of 2026, we received cash of $36.8 million from the CBP, which consisted of recoveries related to IEEPA tariff costs incurred of $35.5 million and related interest of $1.3 million, of which we remitted $18.3 million to the Investor. The recoveries were recognized as a reduction of cost of sales and the interest as non-operating income on the condensed consolidated statements of operations. The amount remitted to the Investor consisted of principal and interest payments of $2.2 million and $16.1 million, respectively. The interest payment was recognized as interest expense.
Further, following the U.S. Supreme Court decision, the U.S. administration imposed a new tariff surcharge of not less than 10% under Section 122 of the Trade Act of 1974 on all imports, subject to certain exceptions. The tariffs under this statute took effect on February 24, 2026, and remained in effect for 150 days (the maximum under the statute). Effective upon the expiration of these tariffs in July 2026, new tariff rates generally ranging from 10% to 12.5% on most imports from certain countries were imposed pursuant to Section 301of the Trade Act of 1974. Additional tariffs under Section 338 of the Tariff Act of 1930 were also recently imposed. Uncertainty with respect to tariffs remains ongoing, and U.S. import tariffs and international trade arrangements are expected to continue to change, potentially without warning and to an extent or duration that is difficult to predict. Changing tariff rates and shifting trade policies have created significant uncertainty, and our efforts to mitigate the impacts of tariffs are time-consuming and costly and may not be effective. Any future tariffs or other trade policy actions, including retaliatory measures enacted in response to such actions, could affect our cost structure and supply chain. All of the products manufactured through the Brand Portfolio segment come from third-party facilities outside of the U.S., with the
19
majority of our units sourced from Asia. In addition to the merchandise sourced through our Brand Portfolio segment, our Retail segment also sources merchandise from third-party suppliers, with many of these suppliers importing a large portion of their merchandise from Asia. We are closely monitoring this situation and evaluating the actions we have taken and additional actions we may take in the future, including cost mitigation measures and price adjustments. For our Brand Portfolio segment, we have adjusted our sourcing diversification by optimizing where we source our products from in an effort to mitigate the risk, maximize flexibility, and decrease costs. However, sourcing diversification could result in product quality issues, higher product costs, and/or not being able to source the quantity desired on a timely basis and there can be no assurance that we will be able to fully mitigate the impact of such tariffs or new tariffs in Asia or elsewhere. The ultimate impact of tariffs and other trade policies on our business will depend on several factors, including future measures implemented by the U.S. government and the governments of other countries, the overall magnitude and duration of these measures, and our ability to mitigate effects, which could include higher import costs and our ability to obtain any refund. Accordingly, our financial position or results of operations may be adversely influenced by political, economic, legal, compliance, social, and business conditions in the U.S. and in other countries.
Future impacts from macroeconomic conditions and tariffs are unknown at this time and could have a material adverse effect on our business, results of operations, and liquidity. Unfavorable developments may result in future write-downs or adjustments to inventories, receivables, the valuation allowance on deferred tax assets, and may also negatively impact the fair value of our reporting units, indefinite-lived tradenames, and long-lived assets, which could result in us recording impairment charges for amounts below their carrying value.
FINANCIAL SUMMARY AND OTHER KEY METRICS
For the three months ended August 1, 2026:
•Net sales decreased to $730.6 million from $739.8 million for the same period last year.
•Gross profit as a percentage of net sales was 50.0% compared to 43.6% for the same period last year.
•Net income attributable to Designer Brands Inc. was $17.6 million, or $0.31 per diluted share, compared to net income attributable to Designer Brands Inc. of $10.5 million, or $0.21 per diluted share, for the same period last year.
Comparable Sales Performance Metric- The following table presents the percent change in comparable sales for each segment and in total:
| Three months ended | |||||||||||
| August 1, 2026 | August 2, 2025 | ||||||||||
| Change in comparable sales: | |||||||||||
| Retail segment | (2.6) | % | (4.5) | % | |||||||
| Brand Portfolio segment - direct-to-consumer channel | 7.1 | % | (29.2) | % | |||||||
| Total | (2.4) | % | (5.0) | % | |||||||
We consider the percent change in comparable sales from the same previous year period, a primary metric commonly used throughout the retail industry, to be an important measurement for management and investors of the performance of our direct-to-consumer businesses. We include in our comparable sales metric sales from stores in operation for at least 14 months at the beginning of the applicable year. Stores are added to the comparable base at the beginning of the year and are dropped for comparative purposes in the quarter in which they are closed. Comparable sales exclude the impact of foreign currency translation and are calculated by translating current period results at the foreign currency exchange rate used in the comparable period of the prior year. Comparable sales include net sales from e-commerce sites. The calculation of comparable sales varies across the retail industry and, as a result, the calculations of other retail companies may not be consistent with our calculation.
Number of Stores- As of August 1, 2026 and August 2, 2025, we had the following number of stores:
| August 1, 2026 | August 2, 2025 | ||||||||||
| DSW | 523 | 519 | |||||||||
| The Shoe Co. | 118 | 121 | |||||||||
| Rubino | 27 | 28 | |||||||||
| Total number of stores | 668 | 668 | |||||||||
20
RESULTS OF OPERATIONS
SECOND QUARTER OF 2026 COMPARED WITH SECOND QUARTER OF 2025
| (amounts in thousands, except per share amounts) | Three months ended | ||||||||||||||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | Change | |||||||||||||||||||||||||||||||||
| Amount | % of Net Sales | Amount | % of Net Sales | Amount | % | ||||||||||||||||||||||||||||||
| Net sales | $ | 730,631 | 100.0 | % | $ | 739,762 | 100.0 | % | $ | (9,131) | (1.2) | % | |||||||||||||||||||||||
| Cost of sales | (365,276) | (50.0) | (417,269) | (56.4) | 51,993 | (12.5) | % | ||||||||||||||||||||||||||||
| Gross profit | 365,355 | 50.0 | 322,493 | 43.6 | 42,862 | 13.3 | % | ||||||||||||||||||||||||||||
| Operating expenses | (313,412) | (42.9) | (297,462) | (40.2) | (15,950) | 5.4 | % | ||||||||||||||||||||||||||||
| Income from equity investment | 2,780 | 0.4 | 2,578 | 0.3 | 202 | 7.8 | % | ||||||||||||||||||||||||||||
| Impairment charges | — | — | (1,466) | (0.2) | 1,466 | NM | |||||||||||||||||||||||||||||
| Operating profit | 54,723 | 7.5 | 26,143 | 3.5 | 28,580 | 109.3 | % | ||||||||||||||||||||||||||||
| Interest expense on debt and tariff sale financing transaction, net of interest income | (25,385) | (3.5) | (11,783) | (1.6) | (13,602) | 115.4 | % | ||||||||||||||||||||||||||||
| Non-operating income (expenses), net | 1,244 | 0.2 | (78) | — | 1,322 | NM | |||||||||||||||||||||||||||||
| Income before income taxes and loss from equity investment | 30,582 | 4.2 | 14,282 | 1.9 | 16,300 | 114.1 | % | ||||||||||||||||||||||||||||
| Income tax provision | (10,031) | (1.4) | (3,408) | (0.4) | (6,623) | 194.3 | % | ||||||||||||||||||||||||||||
| Loss from equity investment | (134) | — | — | — | (134) | NM | |||||||||||||||||||||||||||||
| Net income | 20,417 | 2.8 | 10,874 | 1.5 | 9,543 | 87.8 | % | ||||||||||||||||||||||||||||
| Net income attributable to redeemable noncontrolling interest | (2,860) | (0.4) | (339) | (0.1) | (2,521) | 743.7 | % | ||||||||||||||||||||||||||||
| Net income attributable to Designer Brands Inc. | $ | 17,557 | 2.4 | % | $ | 10,535 | 1.4 | % | $ | 7,022 | 66.7 | % | |||||||||||||||||||||||
| Earnings per share attributable to Designer Brands Inc.: | |||||||||||||||||||||||||||||||||||
| Basic earnings per share | $ | 0.34 | $ | 0.21 | $ | 0.13 | 61.9 | % | |||||||||||||||||||||||||||
| Diluted earnings per share | $ | 0.31 | $ | 0.21 | $ | 0.10 | 47.6 | % | |||||||||||||||||||||||||||
| Weighted average shares used in per share calculations: | |||||||||||||||||||||||||||||||||||
| Basic shares | 50,894 | 49,109 | 1,785 | 3.6 | % | ||||||||||||||||||||||||||||||
| Diluted shares | 55,974 | 49,734 | 6,240 | 12.5 | % | ||||||||||||||||||||||||||||||
NM - Not meaningful
21
NET SALES
The following table summarizes net sales by segment:
| Three months ended | |||||||||||||||||||||||||||||||||||||||||
| (amounts in thousands) | August 1, 2026 | August 2, 2025 | Change | ||||||||||||||||||||||||||||||||||||||
| Amount | % of Segment Net Sales | Amount | % of Segment Net Sales | Amount | % | Comparable Sales | |||||||||||||||||||||||||||||||||||
| Segment net sales: | |||||||||||||||||||||||||||||||||||||||||
| Retail | $ | 671,062 | 88.6 | % | $ | 686,003 | 90.4 | % | $ | (14,941) | (2.2) | % | (2.6) | % | |||||||||||||||||||||||||||
| Brand Portfolio | 86,279 | 11.4 | 73,157 | 9.6 | 13,122 | 17.9 | % | 7.1 | % | ||||||||||||||||||||||||||||||||
| Total segment net sales | 757,341 | 100.0 | % | 759,160 | 100.0 | % | (1,819) | (0.2) | % | (2.4) | % | ||||||||||||||||||||||||||||||
| Elimination of intersegment net sales | (26,710) | (19,398) | (7,312) | 37.7 | % | ||||||||||||||||||||||||||||||||||||
| Consolidated net sales | $ | 730,631 | $ | 739,762 | $ | (9,131) | (1.2) | % | |||||||||||||||||||||||||||||||||
For the three months ended August 1, 2026, net sales decreased in the Retail segment over the same period last year primarily driven by a decline in comparable sales of approximately $17.0 million, which was partially offset by an increase in non-product sales activity, including service revenue and shipping revenue. The decrease in comparable sales for the Retail segment was largely driven by lower comparable transactions of approximately 8%, primarily due to reduced conversion and lower traffic, partially offset by an increase in comparable average sales amounts per transaction. The increase in net sales for the Brand Portfolio segment was primarily due to higher revenue from wholesale activity due to increased demand from retail customers and the Retail segment and the expansion of retail partner locations for Topo along with new Topo product introductions.
GROSS PROFIT
The following table summarizes gross profit by segment:
| Three months ended | |||||||||||||||||||||||||||||||||||||||||
| (amounts in thousands) | August 1, 2026 | August 2, 2025 | Change | ||||||||||||||||||||||||||||||||||||||
| Amount | % of Segment Net Sales | Amount | % of Segment Net Sales | Amount | % | Basis Points | |||||||||||||||||||||||||||||||||||
| Segment gross profit: | |||||||||||||||||||||||||||||||||||||||||
| Retail | $ | 301,469 | 44.9 | % | $ | 299,472 | 43.7 | % | $ | 1,997 | 0.7 | % | 120 | ||||||||||||||||||||||||||||
| Brand Portfolio | 25,693 | 29.8 | % | 18,068 | 24.7 | % | 7,625 | 42.2 | % | 510 | |||||||||||||||||||||||||||||||
| Total segment gross profit | 327,162 | 43.2 | % | 317,540 | 41.8 | % | 9,622 | 3.0 | % | 140 | |||||||||||||||||||||||||||||||
| Corporate/eliminations: | |||||||||||||||||||||||||||||||||||||||||
| Net recognition of intersegment gross profit | 2,657 | 4,953 | (2,296) | ||||||||||||||||||||||||||||||||||||||
| Recoveries related to IEEPA tariff costs incurred | 35,536 | — | 35,536 | ||||||||||||||||||||||||||||||||||||||
| Consolidated gross profit | $ | 365,355 | 50.0 | % | $ | 322,493 | 43.6 | % | $ | 42,862 | 13.3 | % | 640 | ||||||||||||||||||||||||||||
The increase in gross profit for the Retail segment over the same period last year was primarily due to higher margin rates, which was driven by lower promotional activity and higher penetration of non-product sales activities. The increase in gross profit for the Brand Portfolio segment was primarily due to higher net sales as demand from retail customers increased with higher margin rates. Gross profit as a percentage of segment net sales increased for the Brand Portfolio segment primarily due to product mix and lower clearance activity, along with lower tariff rates and the leverage of fixed royalty expenses on higher net sales. Consolidated gross profit included the benefit of $35.5 million of tariff recoveries recorded as a reduction of cost of sales and resulted in a 490 basis point improvement over the same period last year in consolidated gross profit as a percentage of consolidated net sales.
22
The net recognition of intersegment gross profit consisted of the following:
| Three months ended | |||||||||||
| (in thousands) | August 1, 2026 | August 2, 2025 | |||||||||
| Intersegment recognition and elimination activity: | |||||||||||
| Elimination of net sales recognized by Brand Portfolio segment | $ | (26,710) | $ | (19,398) | |||||||
| Cost of sales: | |||||||||||
| Elimination of cost of sales recognized by Brand Portfolio segment | 18,716 | 13,785 | |||||||||
| Recognition of intersegment gross profit for inventory previously purchased that was subsequently sold to external customers during the current period | 10,651 | 10,566 | |||||||||
| $ | 2,657 | $ | 4,953 | ||||||||
OPERATING EXPENSES
The following table summarizes operating expenses by segment:
| Three months ended | |||||||||||||||||||||||||||||||||||||||||
| (amounts in thousands) | August 1, 2026 | August 2, 2025 | Change | ||||||||||||||||||||||||||||||||||||||
| Amount | % of Segment Net Sales | Amount | % of Segment Net Sales | Amount | % | Basis Points | |||||||||||||||||||||||||||||||||||
| Segment operating expenses: | |||||||||||||||||||||||||||||||||||||||||
| Retail | $ | 239,442 | 35.7 | % | $ | 230,763 | 33.6 | % | $ | 8,679 | 3.8 | % | 210 | ||||||||||||||||||||||||||||
| Brand Portfolio | 27,494 | 31.9 | % | 24,692 | 33.8 | % | 2,802 | 11.3 | % | (190) | |||||||||||||||||||||||||||||||
| Total segment operating expenses | 266,936 | 35.2 | % | 255,455 | 33.6 | % | 11,481 | 4.5 | % | 160 | |||||||||||||||||||||||||||||||
| Corporate | 46,476 | 42,007 | 4,469 | 10.6 | % | ||||||||||||||||||||||||||||||||||||
| Consolidated operating expenses | $ | 313,412 | 42.9 | % | $ | 297,462 | 40.2 | % | $ | 15,950 | 5.4 | % | 270 | ||||||||||||||||||||||||||||
For the three months ended August 1, 2026, operating expenses increased in the Retail segment over the same period last year due to an increase in marketing expenses of $4.7 million, an increase in personnel overhead costs of $2.1 million driven by higher incentive compensation as we did not recognize incentive compensation during the same period last year based on the performance of the business relative to our targets, with the remaining increase primarily due to higher occupancy costs driven by the impact of lease renewals. Operating expenses as a percentage of segment net sales increased in the Retail segment due to higher expenses on lower net sales. Operating expenses increased in the Brand Portfolio segment due to an increase in marketing expenses of $1.2 million with the remaining increase primarily due to an increase in personnel overhead costs driven by higher incentive compensation as we did not recognize incentive compensation during the same period last year based on the performance of the business relative to our targets. Operating expenses as a percentage of segment net sales decreased in the Brand Portfolio segment as the increase in operating expenses leveraged on higher net sales. Operating expenses increased for corporate shared services primarily due to an increase in personnel overhead costs driven by higher incentive compensation as we did not recognize incentive compensation during the same period last year based on the performance of the business relative to our targets.
23
OPERATING PROFIT
The following table summarizes operating profit (loss) by segment:
| Three months ended | |||||||||||||||||||||||||||||||||||||||||
| (amounts in thousands) | August 1, 2026 | August 2, 2025 | Change | ||||||||||||||||||||||||||||||||||||||
| Amount | % of Segment Net Sales | Amount | % of Segment Net Sales | Amount | % | Basis Points | |||||||||||||||||||||||||||||||||||
| Segment operating profit (loss): | |||||||||||||||||||||||||||||||||||||||||
| Retail | $ | 62,027 | 9.2 | % | $ | 68,709 | 10.0 | % | $ | (6,682) | (9.7) | % | (80) | ||||||||||||||||||||||||||||
| Brand Portfolio | 979 | 1.1 | % | (4,046) | (5.5) | % | 5,025 | NM | NM | ||||||||||||||||||||||||||||||||
| Total segment operating profit | 63,006 | 8.3 | % | 64,663 | 8.5 | % | (1,657) | (2.6) | % | (20) | |||||||||||||||||||||||||||||||
| Corporate/eliminations | (8,283) | (38,520) | 30,237 | (78.5) | % | ||||||||||||||||||||||||||||||||||||
| Consolidated operating profit | $ | 54,723 | 7.5 | % | $ | 26,143 | 3.5 | % | $ | 28,580 | 109.3 | % | 400 | ||||||||||||||||||||||||||||
NM - Not meaningful
For the three months ended August 1, 2026, operating profit for the Retail segment decreased over the same period last year due to higher operating expenses partially offset by higher gross profit. The Brand Portfolio segment had an operating profit for the second quarter of 2026 due to gross profit and income from equity investment exceeding operating expenses whereas the segment had an operating loss for the same period last year. Corporate/eliminations were favorable to consolidated operating profit due to the benefit of tariff recoveries of $35.5 million partially offset by higher operating expenses when compared to the same period last year. These factors led to an increase in consolidated operating profit for the three months ended August 1, 2026 as compared to the same period last year.
INTEREST EXPENSE ON DEBT AND TARIFF SALE FINANCING TRANSACTION, NET OF INTEREST INCOME
Interest expense on debt and financing transaction, net of interest income, includes the following:
| Three months ended | |||||||||||
| (in thousands) | August 1, 2026 | August 2, 2025 | |||||||||
| Interest expense on debt | $ | 9,531 | $ | 11,991 | |||||||
| Interest expense on tariff sale financing transaction | 16,097 | — | |||||||||
| Interest income | (243) | (208) | |||||||||
| Interest expense on debt and tariff sale financing transaction, net of interest income | $ | 25,385 | $ | 11,783 | |||||||
Interest expense on debt decreased due to the decrease in outstanding borrowings. The interest expense on tariff sale financing transaction was a result of interest expense related to the sale of tariff refund claims to the Investor.
INCOME TAXES
For the three months ended August 1, 2026 and August 2, 2025, our effective tax rate was 32.8% and 23.9%, respectively. The increase in the tax provision amount was primarily driven by the increase in pre-tax income over the same period last year and the higher effective tax rate was due to the impact of higher non-deductible compensation relative to the pre-tax income base.
24
SIX MONTHS OF 2026 COMPARED WITH SIX MONTHS OF 2025
| (amounts in thousands, except per share amounts) | Six months ended | ||||||||||||||||||||||||||||||||||
| August 1, 2026 | August 2, 2025 | Change | |||||||||||||||||||||||||||||||||
| Amount | % of Net Sales | Amount | % of Net Sales | Amount | % | ||||||||||||||||||||||||||||||
| Net sales | $ | 1,426,981 | 100.0 | % | $ | 1,426,671 | 100.0 | % | $ | 310 | — | % | |||||||||||||||||||||||
| Cost of sales | (746,308) | (52.3) | (809,697) | (56.8) | 63,389 | (7.8) | % | ||||||||||||||||||||||||||||
| Gross profit | 680,673 | 47.7 | 616,974 | 43.2 | 63,699 | 10.3 | % | ||||||||||||||||||||||||||||
| Operating expenses | (612,621) | (42.9) | (599,324) | (42.0) | (13,297) | 2.2 | % | ||||||||||||||||||||||||||||
| Income from equity investment | 5,541 | 0.4 | 5,005 | 0.4 | 536 | 10.7 | % | ||||||||||||||||||||||||||||
| Impairment charges | — | — | (4,419) | (0.3) | 4,419 | NM | |||||||||||||||||||||||||||||
| Operating profit | 73,593 | 5.2 | 18,236 | 1.3 | 55,357 | 303.6 | % | ||||||||||||||||||||||||||||
| Interest expense on debt and tariff sale financing transaction, net of interest income | (35,510) | (2.5) | (23,754) | (1.7) | (11,756) | 49.5 | % | ||||||||||||||||||||||||||||
| Non-operating income (expenses), net | 1,239 | 0.1 | (70) | — | 1,309 | NM | |||||||||||||||||||||||||||||
| Income (loss) before income taxes and loss from equity investment | 39,322 | 2.8 | (5,588) | (0.4) | 44,910 | NM | |||||||||||||||||||||||||||||
| Income tax provision | (14,836) | (1.1) | (1,219) | (0.1) | (13,617) | 1,117.1 | % | ||||||||||||||||||||||||||||
| Loss from equity investment | (615) | — | — | — | (615) | NM | |||||||||||||||||||||||||||||
| Net income (loss) | 23,871 | 1.7 | (6,807) | (0.5) | 30,678 | NM | |||||||||||||||||||||||||||||
| Net income attributable to redeemable noncontrolling interest | (5,155) | (0.4) | (474) | — | (4,681) | 987.6 | % | ||||||||||||||||||||||||||||
| Net income (loss) attributable to Designer Brands Inc. | $ | 18,716 | 1.3 | % | $ | (7,281) | (0.5) | % | $ | 25,997 | NM | ||||||||||||||||||||||||
| Earnings (loss) per share attributable to Designer Brands Inc.: | |||||||||||||||||||||||||||||||||||
| Basic earnings (loss) per share | $ | 0.37 | $ | (0.15) | $ | 0.52 | NM | ||||||||||||||||||||||||||||
| Diluted earnings (loss) per share | $ | 0.34 | $ | (0.15) | $ | 0.49 | NM | ||||||||||||||||||||||||||||
| Weighted average shares used in per share calculations: | |||||||||||||||||||||||||||||||||||
| Basic shares | 50,567 | 48,678 | 1,889 | 3.9 | % | ||||||||||||||||||||||||||||||
| Diluted shares | 55,757 | 48,678 | 7,079 | 14.5 | % | ||||||||||||||||||||||||||||||
NM - Not meaningful
25
NET SALES
The following table summarizes net sales by segment:
| Six months ended | |||||||||||||||||||||||||||||||||||||||||
| (amounts in thousands) | August 1, 2026 | August 2, 2025 | Change | ||||||||||||||||||||||||||||||||||||||
| Amount | % of Segment Net Sales | Amount | % of Segment Net Sales | Amount | % | Comparable Sales | |||||||||||||||||||||||||||||||||||
| Segment net sales: | |||||||||||||||||||||||||||||||||||||||||
| Retail | $ | 1,297,746 | 86.6 | % | $ | 1,313,148 | 88.6 | % | $ | (15,402) | (1.2) | % | (1.9) | % | |||||||||||||||||||||||||||
| Brand Portfolio | 200,797 | 13.4 | 169,055 | 11.4 | 31,742 | 18.8 | % | 5.0 | % | ||||||||||||||||||||||||||||||||
| Total segment net sales | 1,498,543 | 100.0 | % | 1,482,203 | 100.0 | % | 16,340 | 1.1 | % | (1.8) | % | ||||||||||||||||||||||||||||||
| Elimination of intersegment net sales | (71,562) | (55,532) | (16,030) | 28.9 | % | ||||||||||||||||||||||||||||||||||||
| Consolidated net sales | $ | 1,426,981 | $ | 1,426,671 | $ | 310 | — | % | |||||||||||||||||||||||||||||||||
For the six months ended August 1, 2026, net sales decreased in the Retail segment over the same period last year primarily driven by a decline in comparable sales of approximately $24.0 million, which was partially offset by an increase in non-product sales activity, including service revenue and shipping revenue. The decrease in comparable sales for the Retail segment was largely driven by lower comparable transactions of approximately 8% primarily due to reduced conversion and slightly lower traffic, partially offset by an increase in comparable average sales amounts per transaction. The increase in net sales for the Brand Portfolio segment was primarily due to higher revenue from wholesale activity due to increased demand from retail customers and the Retail segment, as we are experiencing positive trends in the dress category and the expansion of retail partner locations for Topo along with new Topo product introductions.
GROSS PROFIT
The following table summarizes gross profit by segment:
| Six months ended | |||||||||||||||||||||||||||||||||||||||||
| (amounts in thousands) | August 1, 2026 | August 2, 2025 | Change | ||||||||||||||||||||||||||||||||||||||
| Amount | % of Segment Net Sales | Amount | % of Segment Net Sales | Amount | % | Basis Points | |||||||||||||||||||||||||||||||||||
| Segment gross profit: | |||||||||||||||||||||||||||||||||||||||||
| Retail | $ | 585,765 | 45.1 | % | $ | 567,672 | 43.2 | % | $ | 18,093 | 3.2 | % | 190 | ||||||||||||||||||||||||||||
| Brand Portfolio | 64,570 | 32.2 | % | 44,094 | 26.1 | % | 20,476 | 46.4 | % | 610 | |||||||||||||||||||||||||||||||
| Total segment gross profit | 650,335 | 43.4 | % | 611,766 | 41.3 | % | 38,569 | 6.3 | % | 210 | |||||||||||||||||||||||||||||||
| Corporate/eliminations: | |||||||||||||||||||||||||||||||||||||||||
| Net recognition (elimination) of intersegment gross profit | (5,198) | 5,208 | (10,406) | ||||||||||||||||||||||||||||||||||||||
| Recoveries related to IEEPA tariff costs incurred | 35,536 | — | 35,536 | ||||||||||||||||||||||||||||||||||||||
| Consolidated gross profit | $ | 680,673 | 47.7 | % | $ | 616,974 | 43.2 | % | $ | 63,699 | 10.3 | % | 450 | ||||||||||||||||||||||||||||
The increase in gross profit for the Retail segment over the same period last year was primarily driven by the higher margin rates, which was driven by lower promotional activity and higher penetration of non-product sales activities. The increase in gross profit for the Brand Portfolio segment was primarily due to higher net sales as demand from retail customers increased with higher margin rates. Gross profit as a percentage of segment net sales increased for the Brand Portfolio segment primarily due to product mix and lower clearance activity, along with lower tariff rates and the leverage of fixed royalty expenses on higher net sales. Consolidated gross profit included the benefit of $35.5 million of tariff recoveries recorded as a reduction of cost of sales and resulted in a 250 basis point improvement over the same period last year in consolidated gross profit as a percentage of consolidated net sales.
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The net recognition (elimination) of intersegment gross profit consisted of the following:
| Six months ended | |||||||||||
| (in thousands) | August 1, 2026 | August 2, 2025 | |||||||||
| Intersegment recognition and elimination activity: | |||||||||||
| Elimination of net sales recognized by Brand Portfolio segment | $ | (71,562) | $ | (55,532) | |||||||
| Cost of sales: | |||||||||||
| Elimination of cost of sales recognized by Brand Portfolio segment | 46,719 | 39,599 | |||||||||
| Recognition of intersegment gross profit for inventory previously purchased that was subsequently sold to external customers during the current period | 19,645 | 21,141 | |||||||||
| $ | (5,198) | $ | 5,208 | ||||||||
OPERATING EXPENSES
The following table summarizes operating expenses by segment:
| Six months ended | |||||||||||||||||||||||||||||||||||||||||
| (amounts in thousands) | August 1, 2026 | August 2, 2025 | Change | ||||||||||||||||||||||||||||||||||||||
| Amount | % of Segment Net Sales | Amount | % of Segment Net Sales | Amount | % | Basis Points | |||||||||||||||||||||||||||||||||||
| Segment operating expenses: | |||||||||||||||||||||||||||||||||||||||||
| Retail | $ | 472,460 | 36.4 | % | $ | 458,990 | 35.0 | % | $ | 13,470 | 2.9 | % | 140 | ||||||||||||||||||||||||||||
| Brand Portfolio | 53,709 | 26.7 | % | 51,199 | 30.3 | % | 2,510 | 4.9 | % | (360) | |||||||||||||||||||||||||||||||
| Total segment operating expenses | 526,169 | 35.1 | % | 510,189 | 34.4 | % | 15,980 | 3.1 | % | 70 | |||||||||||||||||||||||||||||||
| Corporate | 86,452 | 89,135 | (2,683) | (3.0) | % | ||||||||||||||||||||||||||||||||||||
| Consolidated operating expenses | $ | 612,621 | 42.9 | % | $ | 599,324 | 42.0 | % | $ | 13,297 | 2.2 | % | 90 | ||||||||||||||||||||||||||||
For the six months ended August 1, 2026, operating expenses increased in the Retail segment over the same period last year primarily due to an increase in marketing expenses of $6.3 million, an increase in personnel overhead costs of $2.3 million driven by higher incentive compensation as we did not recognize incentive compensation the same period last year based on the performance of the business relative to our targets, with the remaining increase primarily due to higher occupancy costs driven by the impact of lease renewals. Operating expenses as a percentage of net sales increased in the Retail segment due to higher expenses on lower net sales. Operating expenses increased in the Brand Portfolio segment due to an increase in marketing expenses of $1.6 million, with the remaining increase primarily due to distribution and fulfillment costs in line with higher net sales. Operating expenses as a percentage of segment net sales decreased in the Brand Portfolio segment as the increase in operating expenses leveraged on higher net sales. Operating expenses decreased for corporate shared services primarily due to restructuring actions taken in 2025, partially offset by an increase in incentive compensation as we did not recognize incentive compensation the same period last year based on the performance of the business relative to our targets.
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OPERATING PROFIT
The following table summarizes operating profit (loss) by segment:
| Six months ended | |||||||||||||||||||||||||||||||||||||||||
| (amounts in thousands) | August 1, 2026 | August 2, 2025 | Change | ||||||||||||||||||||||||||||||||||||||
| Amount | % of Segment Net Sales | Amount | % of Segment Net Sales | Amount | % | Basis Points | |||||||||||||||||||||||||||||||||||
| Segment operating profit (loss): | |||||||||||||||||||||||||||||||||||||||||
| Retail | $ | 113,305 | 8.7 | % | $ | 108,682 | 8.3 | % | $ | 4,623 | 4.3 | % | 40 | ||||||||||||||||||||||||||||
| Brand Portfolio | 16,402 | 8.2 | % | (2,100) | (1.2) | % | 18,502 | NM | NM | ||||||||||||||||||||||||||||||||
| Total segment operating profit | 129,707 | 8.7 | % | 106,582 | 7.2 | % | 23,125 | 21.7 | % | 150 | |||||||||||||||||||||||||||||||
| Corporate/eliminations | (56,114) | (88,346) | 32,232 | (36.5) | % | ||||||||||||||||||||||||||||||||||||
| Consolidated operating profit | $ | 73,593 | 5.2 | % | $ | 18,236 | 1.3 | % | $ | 55,357 | 303.6 | % | 390 | ||||||||||||||||||||||||||||
NM - Not meaningful
For the six months ended August 1, 2026, operating profit for the Retail segment increased over the same period last year due to higher gross profit partially offset by higher operating expenses. The Brand Portfolio segment had an operating profit for the six months ended August 1, 2026 due to gross profit and income from equity investment exceeding operating expenses whereas the segment had an operating loss for the same period last year. Corporate/eliminations were favorable to consolidated operating profit due to the benefit of tariff recoveries of $35.5 million, partially offset by unfavorable intersegment activity. These factors led to an increase in consolidated operating profit for the six months ended August 1, 2026 as compared to the same period last year.
INTEREST EXPENSE ON DEBT AND TARIFF SALE FINANCING TRANSACTION, NET OF INTEREST INCOME
Interest expense on debt and financing transaction, net of interest income, includes the following:
| Six months ended | |||||||||||
| (in thousands) | August 1, 2026 | August 2, 2025 | |||||||||
| Interest expense on debt | $ | 19,853 | $ | 24,180 | |||||||
| Interest expense on tariff sale financing transaction | 16,097 | — | |||||||||
| Interest income | (440) | (426) | |||||||||
| Interest expense on debt and tariff sale financing transaction, net of interest income | $ | 35,510 | $ | 23,754 | |||||||
Interest expense on debt decreased due to the decrease in outstanding borrowings. The interest expense on tariff sale financing transaction was a result of interest expense related to the sale of tariff refund claims to the Investor.
INCOME TAXES
For the six months ended August 1, 2026 and August 2, 2025, our effective tax rate was 37.7% and negative 21.8%, respectively. The effective tax rate for the six months ended August 1, 2026 differed from the U.S. federal statutory rate primarily due to the tax impact of non-deductible compensation and state income taxes. The effective tax rate for the six months ended August 2, 2025 differed from the statutory rate primarily due to the impact of permanent non-deductible compensation and being in a pre-tax loss position, which resulted in a negative effective tax rate.
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LIQUIDITY AND CAPITAL RESOURCES
OVERVIEW
Our primary ongoing operating cash flow requirements are for inventory purchases, payments on lease obligations and licensing royalty commitments, other working capital needs, capital expenditures, and debt service. Our working capital and inventory levels fluctuate seasonally. We are committed to a cash management strategy that maintains liquidity to adequately support the operation of the business, pursue our growth strategy, and withstand unanticipated business volatility, including the impacts of the current macroeconomic conditions on our results of operations. We believe that cash generated from our operations, together with our current levels of cash, as well as the availability under our ABL Revolver, are sufficient to maintain our ongoing operations, support seasonal working capital requirements, fund capital expenditures, and meet our debt service obligations over the next 12 months and beyond. As discussed above in the "Executive Overview and Trends in Our Business" section under the heading "Effects of Macroeconomic Conditions and Tariffs," current macroeconomic conditions have had a negative impact on our operating results and liquidity and we may continue to experience the impact of decreased consumer demand for our products. Future impacts are unknown at this time and could have a material adverse effect on our business, operations, results of operations, and liquidity.
The following table presents the key categories of our condensed consolidated statements of cash flows:
| Six months ended | |||||||||||||||||
| (in thousands) | August 1, 2026 | August 2, 2025 | Change | ||||||||||||||
| Net cash provided by operating activities | $ | 48,236 | $ | 1,077 | $ | 47,159 | |||||||||||
| Net cash used in investing activities | (22,251) | (18,669) | (3,582) | ||||||||||||||
| Net cash provided by (used in) financing activities | (23,947) | 16,482 | (40,429) | ||||||||||||||
| Effect of exchange rate changes on cash balances | (1,318) | 1,295 | (2,613) | ||||||||||||||
| Net increase in cash and cash equivalents | $ | 720 | $ | 185 | $ | 535 | |||||||||||
OPERATING CASH FLOWS
The increase in net cash provided by operating activities was positively impacted by the net income recognized during the six months ended August 1, 2026, which included $36.8 million received from the CBP for IEEPA tariff recoveries less $16.1 million of interest expense remitted to the Investor, as compared to the net loss recognized during the same period last year and the favorable impact of adjusting for noncash items for both years. Excluding the net favorable impact of $20.7 million to operating cash from the IEEPA tariff recoveries net of the related financing with the Investor, improved gross profit performance exceeded higher operating expenses that resulted in additional favorability to net cash provided by operating activities. Net cash provided by operating activities also increased due to improvements in working capital primarily due to shifts in timing of payments on payables partially offset by shifts in timing of inventory receipts and collection of receivables.
INVESTING CASH FLOWS
The increase in net cash used in investing activities for the six months ended August 1, 2026 as compared to the same period last year was primarily due to the increase in capital expenditures of $5.5 million in line with planned new and remodeled stores.
FINANCING CASH FLOWS
For the six months ended August 1, 2026, net cash used in financing activities was primarily due to net payments on our ABL Revolver and debt issuance costs associated with amending our ABL Revolver compared to net cash provided by financing activities last year primarily due to net borrowings on our ABL Revolver.
DEBT
ABL Revolver- The ABL Revolver provides a revolving line of credit of up to $600.0 million, including a Canadian sub-limit of up to $60.0 million, a $75.0 million sub-limit for the issuance of letters of credit, a $60.0 million sub-limit for swing-loan advances for U.S. borrowings, and a $6.0 million sub-limit for swing-loan advances for Canadian borrowings. In addition, the ABL Revolver includes a first-in last-out term loan ("FILO Term Loan") with $29.5 million borrowed. The FILO Term Loan may be repaid in full, but not in part, so long as certain payment conditions are satisfied. Once repaid, no portion of the FILO
29
Term Loan may be reborrowed. The ABL Revolver may be used to provide funds for working capital, capital expenditures, share repurchases, other expenditures, and permitted acquisitions as defined by the credit facility agreement. The amount of credit available is limited to a borrowing base formulated on, among other things, a percentage of the book value of eligible inventory and credit card receivables, as reduced by certain reserves. The ABL Revolver matures on the earlier of the maturity date of the Term Loan (currently June 2028) or February 2031. As of August 1, 2026, the revolving line of credit (excluding the FILO Term Loan) had a borrowing base of $437.0 million, with $280.2 million in outstanding borrowings and $10.6 million in letters of credit issued, resulting in $146.2 million available for borrowings.
Term Loan- On June 23, 2023, we entered into the Term Loan and have since borrowed the maximum aggregate amount of $135.0 million. The Term Loan matures at the earlier of the maturity date of the ABL Revolver or June 2028.
Debt Covenants- The ABL Revolver requires us to maintain a fixed charge coverage ratio covenant of not less than 1:1 when availability is less than the greater of $47.3 million or 10.0% of the maximum borrowing amount. At any time that liquidity is less than $100.0 million, the Term Loan requires a maximum consolidated net leverage ratio as of the last day of each fiscal month of 2.50 to 1.00, calculated on a trailing twelve-month basis. Testing of the consolidated net leverage ratio ends after liquidity has been greater than or equal to $100.0 million for a period of 45 consecutive days. The ABL Revolver and the Term Loan also contain customary covenants restricting certain activities, including limitations on our ability to sell assets, engage in acquisitions, enter into transactions involving related parties, incur additional debt, grant liens on assets, pay dividends or repurchase stock, and make certain other changes. There are specific exceptions to these covenants including, in some cases, upon satisfying specified payment conditions based on availability. As of August 1, 2026, we were in compliance with all financial covenants contained in the ABL Revolver and the Term Loan.
Refer to Note 9, Debt, of the condensed consolidated financial statements of this Form 10-Q for further information about our debt arrangements.
PLANS FOR CAPITALIZED COSTS
During 2026, we expect to spend approximately $45.0 million to $55.0 million that will be capitalized for property and equipment and implementation costs for cloud computing arrangements accounted for as service contracts, $26.2 million of which was spent during the six months ended August 1, 2026. Our future investments will depend primarily on the number of stores we open and remodel, infrastructure and IT projects that we undertake, and the timing of these expenditures.
RECENT ACCOUNTING PRONOUNCEMENTS
The information related to recent accounting pronouncements as set forth in Note 1, Description of Business and Significant Accounting Policies - Recently Issued Accounting Pronouncements, of the condensed consolidated financial statements included in this Form 10-Q is incorporated herein by reference.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosure of commitments and contingencies at the date of the condensed consolidated financial statements and reported amounts of revenue and expenses during the reporting period. We base these estimates and judgments on factors we believe to be relevant, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The process of determining significant estimates is fact-specific and takes into account factors such as historical experience, current and expected economic conditions, product mix, and in some cases, actuarial and valuation techniques. We constantly re-evaluate these significant factors and make adjustments where facts and circumstances dictate. While we believe that the factors considered provide a meaningful basis for the accounting policies applied in the preparation of the condensed consolidated financial statements, we cannot guarantee that our estimates and assumptions will be accurate. As the determination of these estimates requires the exercise of judgment, actual results may differ from those estimates, and such differences may be material to our condensed consolidated financial statements. There have been no material changes to the application of critical accounting policies and estimates disclosed in our 2025 Form 10-K.
30
| ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | ||||||||||||||
We have market risk exposure related to interest rates and foreign currency exchange rates. There have been no material changes in our primary risk exposures or management of market risks from those disclosed in our 2025 Form 10-K.
| ITEM 4. CONTROLS AND PROCEDURES | ||||||||||||||
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act")). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded, as of the end of the period covered by this Form 10-Q, that such disclosure controls and procedures were effective.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
No change was made in our internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f), during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
| ITEM 1. LEGAL PROCEEDINGS | ||||||||||||||
The information set forth in Note 10, Commitments and Contingencies, of the condensed consolidated financial statements of this Form 10-Q is incorporated herein by reference.
| ITEM 1A. RISK FACTORS | ||
As of the date of this filing, there have been no material changes to the risk factors as set forth in Part I, Item 1A., Risk Factors, in our 2025 Form 10-K.
| ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | ||||||||||||||
SHARE REPURCHASE PROGRAM
On August 17, 2017, the Board authorized the repurchase of an additional $500.0 million of Class A common shares under our share repurchase program, which was added to the $33.5 million remaining from the previous authorization. As of August 1, 2026, $19.7 million of Class A common shares remained available for repurchase under the program. The share repurchase program may be suspended, modified, or discontinued at any time, and we have no obligation to repurchase any amount of our Class A common shares under the program. Under this share repurchase program, shares will be repurchased in the open market at times and in amounts considered appropriate based on price and market conditions. During the six months ended August 1, 2026, no Class A common shares were repurchased.
DIVIDENDS
The payment of any future dividends is at the discretion of our Board and is based on our future earnings, cash flow, financial condition, capital requirements, changes in taxation laws, general economic condition and any other relevant factors. On September 9, 2026, the Board declared a quarterly cash dividend payment of $0.05 per share for both Class A and Class B common shares. The dividend will be paid on October 7, 2026 to shareholders of record at the close of business on September 24, 2026.
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RESTRICTIONS
The ABL Revolver and the Term Loan contain customary covenants restricting our activities, including limitations on the ability to pay dividends or repurchase stock. There are specific exceptions to these covenants including, in some cases, upon satisfying specified payment conditions based on availability.
| ITEM 3. DEFAULTS UPON SENIOR SECURITIES | ||
None.
| ITEM 4. MINE SAFETY DISCLOSURES | ||||||||||||||
Not applicable.
During the three months ended August 1, 2026, none of our directors or executive officers adopted, modified, or terminated any contract, instruction, or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any "non-Rule 10b5-1 trading arrangement" (as defined in Item 408(c) of Regulation S-K).
AMENDED AND RESTATED CODE OF REGULATIONS
On June 17, 2026, at the Company's Annual Meeting of Shareholders (the "Annual Meeting"), the Company's shareholders approved certain amendments to the Company's Amended and Restated Code of Regulations (as further amended and restated, the "Code"), which were effective immediately following the Annual Meeting. Among other things, the amendments to the Code enhanced the procedural mechanics and disclosure requirements relating to advance notice of director nominations made by shareholders. More specifically, the new requirements include the following, among other provisions: (i) requiring greater information regarding the proposing shareholder (or associated persons), including with respect to their share ownership, potential conflicts of interests and/or legal proceedings; (ii) requiring the proposing shareholder to comply with the universal proxy rules and to provide reasonable evidence thereof prior to the shareholder meeting; (iii) adopting changes to augment the information provided about potential director nominees, including such nominee's share ownership, details as to potential conflicts of interests, including whether the proposed nominee has served as an officer or director of any competitor of the Company, requiring the nominee to complete a questionnaire and provide certain other information to the Company, and certification that the information provided by the nominee is accurate; and (iv) requiring updated notices so that any nomination is accurate as of the applicable shareholder meeting record date and as of 10 business days prior to the applicable shareholder meeting date. The amendments also require proposing shareholders presenting a director nominee to provide written notice of such proposal or nominee to the Secretary of the Company no later than the close of business on the 90th day and no earlier than the close of business on the 120th day prior to the one-year anniversary of the preceding year's annual meeting of shareholders.
32
| ITEM 6. EXHIBITS | ||
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
| Exhibit Number | Exhibit Description | Form | File No. | Date of Filing | Exhibit Number | |||||||||||||||||||||||||||
| Second Amended and Restated Code of Regulations (effective as of June 17, 2026). | 8-K | 001-32545 | 6/18/2026 | 3.1 | ||||||||||||||||||||||||||||
| Mutual Separation Agreement, dated May 21, 2026, between Mary Turner and Designer Brands Inc. | - | - | - | - | ||||||||||||||||||||||||||||
| Rule 13a-14(a)/15d-14(a) Certification - Principal Executive Officer. | - | - | - | - | ||||||||||||||||||||||||||||
| Rule 13a-14(a)/15d-14(a) Certification - Principal Financial Officer. | - | - | - | - | ||||||||||||||||||||||||||||
| Section 1350 Certification - Principal Executive Officer. | - | - | - | - | ||||||||||||||||||||||||||||
| Section 1350 Certification - Principal Financial Officer. | - | - | - | - | ||||||||||||||||||||||||||||
| 101* | The following materials from the Designer Brands Inc. Quarterly Report on Form 10-Q for the quarter ended August 1, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations; (ii) Condensed Consolidated Statements of Comprehensive Income (Loss); (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Shareholders’ Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to the Condensed Consolidated Financial Statements. | - | - | - | - | |||||||||||||||||||||||||||
| 104* | Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101. | - | - | - | - | |||||||||||||||||||||||||||
* Filed herewith
** Furnished herewith
# Management contract or compensatory plan or arrangement
33
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 thereunto duly authorized.
DESIGNER BRANDS INC.
| Date: | September 10, 2026 | By: | /s/ Sheamus Toal | |||||||||||
| Sheamus Toal | ||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||
| (Principal Financial Officer and duly authorized officer) | ||||||||||||||
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1 MUTUAL SEPARATION AGREEMENT This Mutual Separation Agreement is made between: MARY TURNER (“Employee”) and DESIGNER BRANDS INC. (the “Company”) (each referred to as a “Party” and collectively as the “Parties”) WHEREAS the Employee has been employed by the Company in the position of President – Canada, and commenced employment with the Company on or about September 26, 2016; AND WHEREAS the Parties have mutually expressed an interest to enter into this Mutual Separation Agreement and Release (the “Separation Agreement”) relating to the voluntary separation of the Employee’s employment from the Company, and the end of the Standard Executive Severance Agreement and any other employment offer/agreement, effective December 31, 2026 (the “Separation Date”); AND WHEREAS the Employee represents and confirms that she has not made, nor will she make, any claim for employment insurance benefits or other benefits relating to loss of employment with the Company for any period during which she is paid compensation by the Company pursuant to the Separation Agreement; AND WHEREAS the Employee recognizes that as a result of this Separation Agreement, she will have been paid any and all statutory and contractual entitlements which may be owed to her, including any pay in lieu of notice, severance pay, and all accrued and unused vacation and benefits continuation, in both cases up to and including the end of the statutory notice period; AND WHEREAS the consideration offered and referred to herein is not an admission of liability on the part of the Company and shall not be referred to, directly or indirectly, as such an admission; AND WHEREAS the Employee and the Company wish to resolve all outstanding differences arising from the Employee’s employment with the Company and the cessation of the employment relationship between the parties; AND WHEREAS IN CONSIDERATION FOR THE MUTUAL COVENANTS BELOW THE PARTIES AGREE AS FOLLOWS: 1. The parties certify and attest that the recitals in the preamble above are true and correct. Those recitals form an integral part of the present Separation Agreement. 2. Separation Date: The employment of the Employee will cease and the Employee will resign from her employment effective on the Separation Date, provided however that if prior to such date the Employee resigns or is terminated for common law cause, or for wilful misconduct, disobedience or neglect (as further defined by the Ontario Employment Standards Act, 2000, as amended, hereafter the “ESA”) the Separation Date shall be the effective date of such
2 resignation or termination (“Early Termination”). a. The Employee will continue to benefit from all current terms and conditions of employment up to and including the Separation Date, less applicable withholdings and deductions. b. In the case of Early Termination, the Company will comply with the ESA, as applicable. 3. Vacation: The Company will pay the employee all accrued and unused vacation up to and including the Separation Date. 4. Group Benefits: As noted above, unless the Parties are in a situation of Early Termination, all benefits entitlements will continue in the normal course until the Separation Date. In addition, unless the Parties are in a situation of Early Termination, the Company and the Employee will continue to pay their respective shares of the premium contributions towards the Employee’s health and dental benefits for a 12-month period starting immediately after the Separation Date, or until the Employee becomes eligible to participate in similar benefits through alternate or self-employment, whichever occurs first. All other benefits (other than health and dental) will cease after the Separation Date, and the Employee is responsible for obtaining whatever replacement coverage she requires. The Employee may be entitled to convert current group life insurance coverage to an individual policy, at her expense, provided that she notify the Company’s insurance carrier within 30 days from the end of coverage. 5. Garden Leave: The Company reserves the right to relieve the Employee of all or part of her duties and assign her to a “garden leave” prior to the Separation Date, provided that the Company continues to provide the Employee her current salary, vacation entitlements (including any accrued and unused vacation), and all current benefits and entitlements up to and including the Separation Date, less applicable withholdings and deductions. Any “garden leave” prior to the Separation Date will not affect the language below pertaining to the Separation Indemnity, nor the vacation provision above. 6. Separation Indemnity: Provided that the Parties are not in a situation of Early Termination: a. the Company will pay the Employee continued base salary for a 12-month period starting immediately after the Separation Date, less applicable withholdings and deductions. For clarity, the requirement for the Employee to mitigate and pursue new employment during the salary continuation period in the Standard Executive Severance Agreement is hereby waived by the Company. For further clarity, there will be no payments on account of car allowance, special allowance or RRSP matching during this salary continuation period; b. the Company will pay the Employee’s 2026 Cash Incentive Bonus (Annual Incentive Plan) (Annual Bonus Plan), subject to such a bonus being achieved and subject to the extent to which performance standards/levels/criteria are met on the last day of fiscal year 2026, in accordance with and subject to any future FY2026 DB Canada Annual Bonus Plan and the Designer Brands Inc. Cash Incentive Compensation Plan (as amended and restated). This payment will be made at the same time as for other participants, and is anticipated to be paid in the spring of 2027. To the extent that this Separation Agreement conflicts with the aforementioned Annual Bonus/Cash
3 Incentive plans and agreements, this Separation Agreement supersedes the terms of those aforementioned plans and agreements; c. the Parties agree that the Employee will have no rights or entitlements to any amount in respect of any future 2027 Cash Incentive Bonus (Annual Incentive Plan) (Annual Bonus Plan); d. subject to the terms of the 2014 Long-Term Incentive Plan (as Amended and Restated), the applicable Restricted Stock Units Agreements, and any other applicable plan and/or agreement (the “LTIP Plans”), share awards (the “Award(s)”) made pursuant to the LTIP Plans, and which are vesting on March 3, March 28, 2027, and April 2, 2027will be subject to accelerated vesting as of seven (7) days after the Employee signs the Release contemplated by paragraph 14 herein, subject to and upon the satisfaction of all applicable requirements and terms, including without limitation performance criteria, performance goals, and participant conditions. To the extent that this Separation Agreement conflicts with the LTIP Plans, this Separation Agreement supersedes the terms of those LTIP Plans; e. 2024 Performance Grant: the Parties hereby acknowledge and confirm that no performance shares were achieved or vested in respect of the 2024 performance year. With respect to the 2025 performance period, 75% of the Award for the 2025 performance period will vest on March 28, 2027, and those shares will be subject to accelerated vesting as of seven (7) days after the Employee signs the Release contemplated by paragraph 14 herein, subject to and upon the satisfaction of all applicable requirements and terms. With respect to the 2026 performance year, subject to the terms of the LTIP Plans, the applicable Performance Share Agreements, the applicable Award/Grant Agreements, and any other applicable plan and/or agreement, the Company will pay a cash equivalent of any 2026 portion of performance shares, if any shares are achieved based on FY2026 Performance Goals and results. Any such payment will be made as soon as administratively practical following the certification of the results. To the extent that this Separation Agreement conflicts with the aforementioned LTIP Plans and other plans/agreements, this Separation Agreement supersedes the terms of those aforementioned LTIP Plans and other plans/agreements. For the purposes of the cash equivalent of 2026 performance shares, the stock price and DBI’s standard conversion rate as of December 31, 2026 will be used.; f. 2025 Performance Grant: With respect to the 2025 performance period, 75% of the Award will vest on March 28, 2027, and those shares will be subject to accelerated vesting as of seven (7) days after the Employee signs the Release contemplated by paragraph 14 herein, subject to and upon the satisfaction of all applicable requirements and terms. With respect to the 2026 performance year, subject to the terms of the LTIP Plans, the applicable Performance Share Agreements, the applicable Award/Grant Agreements, and any other applicable plan and/or agreement, the Company will pay a cash equivalent of any 2026 portion of performance shares, if any shares are achieved based on FY2026 Performance Goals and results. Any such payment will be made as soon as administratively practical following the certification of the results. The Parties hereby acknowledge and confirm that performance shares in respect of FY2027 and the 2027 performance year are forfeited. To the extent that this Separation Agreement conflicts with the aforementioned LTIP Plans and other
4 plans/agreements, this Separation Agreement supersedes the terms of those aforementioned LTIP Plans and other plans/agreements. For the purposes of the cash equivalent of 2026 performance shares, the stock price of December 31, 2026 will be used. 7. Cooperation: It is understood that up to and including the Separation Date, the Employee will fully and faithfully discharge all her duties and will assist the Company with any transition of her duties. It is further understood and agreed that the transition of the Employee’s duties is taking place in the context of the integration of both the United States and Canada into a unified North America retail structure and will include, without limitation, the transition of leadership, operations and knowledge to a new president who will lead the combined U.S. and Canada retail segment. 8. Covenants: a. The Employee shall comply with all terms of the Standard Executive Severance Agreement and any other employment offer/agreement that survive the cessation of the employment relationship between the Parties, including without limitation: i. the confidentiality and confidential information provisions, a. which include, inter alia, section 1.02 of the Standard Executive Severance Agreement which provides, among other obligations, that the Company has legitimate and continuing proprietary interest in the protection of Confidential Information (as defined therein), and that the Employee agrees that during and after employment (i) any Confidential Information will be held in confidence and treated as proprietary to the Group (as defined therein), and (ii) the Employee will not use or disclose any Confidential Information except to promote and advance the Group’s business and interests, and that immediately upon termination from employment, however caused, will return to the Company any Confidential Information. The Employee further agrees and expressly acknowledges that all right, title and interest to all Intellectual Property (as defined therein) shall be owned by the Group and is subject to confidentiality. The Employee shall, without any additional consideration, execute all documents and take all other actions needed to convey her complete ownership interest in any Intellectual Property. ii. the non-solicitation of employees and third parties provisions, a. which include, inter alia, sections 1.03 and 1.04 of the Standard Executive Severance Agreement which provide, among other obligations, that during employment, and for two (2) years after termination of employment, however caused, the Employee will not, directly or indirectly: i. solicit any employee of any Group Member (as defined therein) to leave employment with the Group; ii. employ or seek to employ any employee of any Group Member; iii. cause or induce any of the Group’s (or Group
5 Member’s) competitors to solicit for employment or employ any employee of any Group Member; iv. recruit, solicit or otherwise induce or influence any customer, supplier, sales representative, lender, lessor, lessee or any other person having a business relationship with the Group (or any Group Member) to discontinue or reduce the extent of that relationship. iii. the non-competition provisions, a. which include, inter alia, section 1.05 of the Standard Executive Severance Agreement which provides, among other obligations, that for one (1) year after termination of employment, however caused, the Employee agrees not, directly or indirectly, to accept employment with, act as a consultant to, or otherwise perform services that are substantially the same or similar to those for which the Employee was compensated by any Group Member (this comparison will be based on job-related functions and responsibilities and not on job title) for any business that directly competes with the Group’s (or any Group Member’s) business within the United States of Canada, which is understood to be the sale of significant branded footwear regardless of whether it is offered at full-price, at discount or off-price, and regardless of the channel of distribution (such as department stores, specialty retail stores, for sale at “first-cost” or wholesale rates and/or for sale online), and the manufacture and design of footwear. Illustrations of businesses that compete with the Group’s business include, but are not limited to, those listed in the Standard Executive Severance Agreement. iv. the post-termination cooperation provisions, a. which include, inter alia, section 1.06 of the Standard Executive Severance Agreement which provides, among other obligations, that both during and after employment, and without additional compensation (other than reimbursement for reasonable associated expenses), the Employee agrees to cooperate with the Group (and with each Group Member) as outlined in subsections 1.06(1), (2) and (3). v. the non-disparagement provisions, a. which include, inter alia, section 1.07 of the Standard Executive Severance Agreement which provides, among other obligations, that the Employee will not make any disparaging remarks as outlined in that section. vi. the notice of subsequent employment provisions, 1. which include, inter alia, section 1.08 of the Standard Executive Severance Agreement which provides that the Employee agrees to immediately notify the Company of any subsequent employment during the period of salary continuation after employment terminates.
6 b. The Employee will agree to keep confidential the fact that she is vacating her role as President and the cessation of her employment until a communication plan is approved by the Company, all Parties acting reasonably and with the Employee’s input. c. The Employee agrees to abide by her duty of loyalty, which survives the Separation Date. 9. Confidentiality of Agreement: As further outlined in the attached Full and Final Release, the Employee agrees not to disclose the terms of this Separation Agreement to anyone except her immediate family, and/or her legal or financial advisors (only in strictest confidence and provided they are deemed to be bound by this provision) or as required by law. The Employee acknowledges that confidentiality is a fundamental term of this Separation Agreement and the Company would not agree to resolve the matter if she did not explicitly agree to confidentiality provisions. The Employee further acknowledges that should she breach these terms the Employee may have to repay the sums paid out and referred to herein. 10. Non-Disparagement: As further outlined in the attached Full and Final Release, the Employee agrees at all times to refrain from making any offensive public remarks, whether orally, in writing or via electronic means (i.e., internet based medium) concerning the Company, its operations or business, or its current or former employees, officers or directors. The Employee further agrees that she will not intentionally act in any manner that is detrimental to the relations between the Company and its clients, suppliers, employees or others, or to the business or reputation of the Company generally. 11. Confidential Information: The Employee agrees to retain in confidence all confidential information she acquired during her employment with the Company and she agrees that she will not disclose same to any third party (save for such disclosure as may be required by law) or use for her own benefit or that of any third party any such information learned during the course of her employment, other than confidential information which becomes public other than through her own action. 12. Return of Property: Upon the Separation Date or upon Early Termination, or at any time at the Company’s request, the Employee shall return, without delay, Company keys, credit cards, calling cards, access cards, computers, laptops, software, passwords, cell phones, files, documents, employee lists, customer lists, client files, work product, records, etc., without copying any such property. 13. Deductions and Withholdings: The payments referred to above are subject to all applicable deductions and/or withholdings and, together with the benefits referred to above, are inclusive of any and all payments and benefits to which the Employee may be entitled pursuant to employment standards legislation, under contract, or at common law, including termination, severance and vacation pay. 14. Release: As a condition of the benefits and entitlements granted to the Employee hereunder, the Employee will sign a full and final release in the form attached as Schedule “A” no later than the day following the Separation Date, unless the Parties are in a situation of Early Termination. 15. Applicable Law: The Separation Agreement shall be governed by the laws of Ontario and the federal laws of Canada applicable therein.
7 16. Further assurances: Each Party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other Party may reasonably request in order to carry out the intent and accomplish the purposes of this Separation Agreement and the consummation of the transactions contemplated hereby. 17. Counterparts and Electronic Execution: This Separation Agreement may be executed in counterparts, each of which will be deemed to be an original and all of which together will constitute one and the same instrument. The Employee acknowledges that an electronic signature provided below will be considered to have the same legal effect as a written signature and will represent a valid and binding agreement to the terms contained herein. 18. Acceptance and Acknowledgment: The Employee voluntarily and freely accepts the terms regarding the cessation of her employment with the Company as set out herein and hereby acknowledges that she has had an adequate opportunity to read and consider this Separation Agreement and obtained such legal and other advice as he considered advisable in connection with this settlement. [signature page follows]
8 IN WITNESS WHEREOF MARY TURNER and DESIGNER BRANDS INC. have hereunto executed this Separation Agreement by the hand of its duly authorized officer on the date indicated below. Signed in the presence of: ) ) /s/ Thilags Rajah ) /s/ Mary Turner Witness Signature ) MARY TURNER ) Thilags Rajah ) Date: May 21, 2026_______________ Print name of Witness ) /s/ Doug Howe DESIGNER BRANDS INC. Per: Doug Howe__________________ Date: May 26, 2026________________
Schedule “A” FULL AND FINAL RELEASE (“RELEASE”) IN CONSIDERATION OF the terms and conditions contained in the agreement/letter accompanying this Release, and other good and valuable consideration, the sufficiency and adequacy of which I hereby acknowledge, I, MARY TURNER, on behalf of myself and my heirs, executors, assigns, administrators and legal representatives, release and forever discharge DESIGNER BRANDS INC. (the “Company”) and all related, subsidiary, parent or affiliated companies, and any and all of its and their respective officers, directors, agents and employees and any of its and their respective heirs, executors, administrators, legal representatives, successors and assigns (collectively, with the Company, the “Releasees”) from all claims, debts, demands, actions, causes of action, damages, costs, expenses and liabilities of any kind or nature whatsoever, which I have had or now have, in any way related to or arising out of my hiring by the Company, my employment with the Company and the termination of that employment, my capacity as a shareholder, director or officer of the Company or as a result of ceasing in such roles, including matters that have been raised in a civil action by me or could have been raised therein, including, without limitation, any claim for wages, holiday pay, vacation pay, overtime pay, bonus payments, commissions, right to reinstatement and/or reemployment, pension benefits, short-term disability benefits, long term disability benefits, other benefit entitlements, notice of termination or payment in lieu of notice, severance pay, share awards, restricted shares, repurchase of shares, stock options, deferred shares or similar incentive plan, or any other employment benefit whatsoever whether arising pursuant to contract, common law, legislation, or any other law, including, without limitation, the Employment Standards Act, 2000, the Human Rights Code, the Occupational Health and Safety Act, the Pension Benefits Act, the Pay Equity Act. Notwithstanding the foregoing, this Release does not apply to any rights and obligations I may have under the Mutual Separation Agreement dated May 21, 2026. I FURTHER RELEASE and forever discharge the Releasees from any liability for any past collection, use or disclosure of my personal information and acknowledge that the execution of this Release precludes the consideration of any complaint to the office of a provincial or federal privacy or information commissioner pursuant to the Personal Information Protection and Electronic Documents Act (Canada) or any other provincial or federal privacy legislation. I HEREBY ACKNOWLEDGE that the parties to this Release have discussed or otherwise canvassed any and all human rights or harassment complaints, concerns, or issues, whether or not arising out of or in respect to my employment with the Company and the termination of that employment and that it has been agreed that the aforementioned consideration constitutes a full and final settlement of any existing, planned, or possible claims or complaint(s) I may have against the Releasees under human rights legislation, occupational health and safety legislation, or other legislation dealing with workplace harassment, psychological harassment, or other forms of harassment. I ALSO ACKNOWLEDGE that the said consideration represents payment in full of any and all amounts including, without limitation, wages, overtime pay, vacation pay, severance and
10 -10- pay in lieu of notice, to which I am or may be entitled to from the Releasees pursuant to employment standards legislation. IT IS UNDERSTOOD AND AGREED that the consideration paid or to be paid is not an admission of liability by the Releasees. IT IS FURTHER UNDERSTOOD AND AGREED that should I commence or continue any claim against the Releasees or any provider of benefit plans made available to me by or through the Releasees, in any way connected to my employment or the termination of my employment, this Release may be raised as a complete bar to such proceedings, and the Releasees and all of those entitled to the benefit of this Release shall be entitled to raise this Release in support of an order dismissing such proceedings without costs. I FURTHER AGREE not to make any claim, complaint or take any proceeding, including third party proceedings or cross-claims, against any person or corporation with respect to any matters, including claims released herein, that have arisen between myself and the Releasees up to the present time, on which any claim could arise against the Releasees for contribution or indemnity or other relief and I agree to save harmless and indemnify the Releasees from any and all costs, charges, legal fees and expenses reasonably incurred by the Releasees in connection with defending any civil, criminal or administrative action, proceeding or other remedy with respect to any such matters. I FURTHER AGREE to save harmless and indemnify the Releasees from and against all claims, charges, taxes or penalties and demands which may be made by governmental authorities against the Releasees in respect of income tax payable by me, or related to the Employment Insurance Act or the Canada Pension Plan, in relation to my income from the Releasees and aforesaid consideration. I FURTHER AGREE not to make any offensive public remarks, whether orally, in writing or via electronic means (i.e., internet based medium) concerning the Releasees. I FURTHER ACKNOWLEDGE I have not assigned to any person, firm or corporation any of the actions, causes of action, claims, suits, executions or demands which I am releasing in this Release. I FURTHER CONFIRM that, in signing this Release, I have not relied on any written or oral representations made by or on behalf of the Releasees other than what might be contained in the agreement accompanying this Release, that this Release contains all terms and conditions with respect to my release of liability of the Releasees without exception or limitation, and that the terms of this Release are contractual and not a mere recital. IT IS FURTHER UNDERSTOOD AND AGREED that the terms or existence of this settlement and this Release are confidential and I agree not to disclose any such terms to any person save and except as may be required by law or to my immediate family and professional advisors, all of whom I shall be responsible for in maintaining the confidentiality over the terms.
11 -11- IT IS FURTHER UNDERSTOOD AND AGREED that if I violate the terms of this Release I may be liable to repay some or all of the amount provided for in the agreement accompanying this Release. I HEREBY CONFIRM AND DECLARE that I have had an adequate opportunity to read and consider this Release and to obtain legal and other advice prior to executing it, that I understand the Release and the consequences of signing same, and I am signing the Release voluntarily, without coercion and without reliance on any representation, expressed or implied, by the Releasees. IN WITNESS WHEREOF, I, MARY TURNER, do execute this Release at the City/Town of ____________________ on the ______ day of (month)__________, (year)______. SIGNED In the presence of ) ) ) ) ) Witness Print Name Below ) ) MARY TURNER
EXHIBIT 31.1
CERTIFICATIONS
I, Douglas M. Howe, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Designer Brands Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| September 10, 2026 | By: | /s/ Douglas M. Howe | ||||||
| Douglas M. Howe | ||||||||
| Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
EXHIBIT 31.2
CERTIFICATIONS
I, Sheamus Toal, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Designer Brands Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| September 10, 2026 | By: | /s/ Sheamus Toal | ||||||
| Sheamus Toal | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
EXHIBIT 32.1
SECTION 1350 CERTIFICATION*
In connection with the Quarterly Report of Designer Brands Inc. (the "Company") on Form 10-Q for the quarter ended August 1, 2026 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Douglas M. Howe, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| September 10, 2026 | By: | /s/ Douglas M. Howe | ||||||
| Douglas M. Howe | ||||||||
| Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
* This Certification is being furnished as required by Rule 13a-14(b) under the Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. This Certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing.
EXHIBIT 32.2
SECTION 1350 CERTIFICATION*
In connection with the Quarterly Report of Designer Brands Inc. (the "Company") on Form 10-Q for the quarter ended August 1, 2026 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Sheamus Toal, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| September 10, 2026 | By: | /s/ Sheamus Toal | ||||||
| Sheamus Toal | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
* This Certification is being furnished as required by Rule 13a-14(b) under the Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. This Certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing.