What changed in this filing

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Item 1. Business

2026-03-30 compared with 2025-03-24 · 75 added, 74 removed, 144 unchanged (51% of the section changed)

Designer Brands Inc., originally founded as DSW Inc., is one of the world's largest designers, producers, and retailers of footwear and accessories.

We operate in three reportable segments:

Retail segment, the Canada Retail segment, and the Brand Portfolio segment.

Retail segment operates the DSW Designer Shoe Warehouse ("DSW") banner through its direct-to-consumer stores and e-commerce site in the United States ("U.S.").

The Canada Retail segment operates The Shoe Co., DSW, and Rubino banners through its direct-to-consumer stores and e-commerce sites in Canada.

The Brand Portfolio segment earns revenue from the wholesale of our branded products to retailers and international distributors, the sale of our Vince Camuto, Keds, and Topo brands through direct-to-consumer e-commerce sites, and commissions for serving retailers as the design and buying agent for products under private labels.

On February 4, 2023, we completed the acquisition of the Keds business ("Keds") from Wolverine World Wide, Inc.

This acquisition expanded the reach of our Owned Brands offerings, which refers to those brands that we have rights to sell through ownership or license arrangements, into casual and athleisure footwear in the wholesale and direct-to-consumer e-commerce channels.

Keds is included within our Brand Portfolio segment.

We operate in two reportable segments:

the Retail segment and the Brand Portfolio segment.

The Retail segment operates the DSW Designer Shoe Warehouse ("DSW"), The Shoe Co., and Rubino banners through its direct-to-consumer stores and e-commerce sites.

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.

Beginning with this 2025 Annual Report on Form 10-K, we aggregated our previously reported U.S.

Retail operating segment and Canada Retail operating segment into a single reportable segment, the Retail segment, due to the similar nature of their operations and economic characteristics.

All prior period segment information has been recast to conform to the current reporting segment presentation.

On April 8, 2024, we completed the acquisition of Rubino Shoes Inc.

("Rubino"), a retailer of branded footwear, handbags, and accessories that operates Rubino banner stores and an e-commerce site in Quebec, Canada.

The acquisition of Rubino has allowed our Canada Retail segment to expand into the province of Quebec.

The acquisition of Rubino has allowed our Retail segment to expand into the province of Quebec.

Our fiscal year ends on the Saturday nearest to January 31.

References to a fiscal year (e.g., "2025") 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 2024), but occasionally will contain an additional week resulting in a 53-week fiscal year (including 2023).

RETAIL SEGMENTS

We offer a wide assortment of dress, casual, and athletic footwear and accessories for women, men, and kids in stores and online under the following banners:

• DSW Designer Shoe Warehouse- Our DSW banner, which is offered both in the U.S.

and in Canada, is the destination for on-trend and fashion-forward footwear and accessory brands at a great value every single day.

This reporting schedule is followed by many national retail companies and typically results in a 52-week fiscal year (including 2025 and 2024), but occasionally will contain an additional week resulting in a 53-week fiscal year (including 2023).

RETAIL SEGMENT

The Retail segment offers a wide assortment of dress, casual, and athletic footwear and accessories for women, men, and kids in stores and online under the following banners:

• DSW Designer Shoe Warehouse- Our DSW banner, which is offered both in the United States ("U.S.") and in Canada, is the destination for on-trend and fashion-forward footwear and accessory brands at a great value every single day.

• The Shoe Co.- The Shoe Co.

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Our omni-channel capabilities allow customers to order a wide range of styles, sizes, widths and categories.

Online orders in the U.S.

and Canada, for the DSW and The Shoe Co.

Online orders for the DSW and The Shoe Co.

banners can be fulfilled from our stores or directly from our suppliers for certain products (referred to as "drop ship").

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Likewise, returns may be shipped to us or brought back to any of our store locations.

In the retail segments, we sell a large assortment of national brands and Owned Brands.

We believe that offering a robust assortment of our Owned Brands alongside top national brands within the retail segments provides our customers with a unique assortment and allows us to lean into our integrated business model for providing value.

We disaggregate our net sales for our retail segments into non-athletic women's, men's and kids' footwear, athletic footwear, and accessories and other.

We sell a large assortment of national, exclusive, and licensed brands.

We believe that offering a robust assortment of our exclusive and licensed brands alongside top national brands provides our customers with a unique assortment and allows us to lean into our integrated business model for providing value.

We disaggregate our net sales into non-athletic women's, men's and kids' footwear, athletic footwear, and accessories and other.

Refer to Note 3 , Revenue , of the consolidated financial statements of this Form 10-K for the disaggregation of net sales.

The following table presents certain data about the sourcing of our merchandise for our retail segments:

The following table presents certain data about the sourcing of merchandise for the Retail segment:

Number of unrelated third-party merchandise suppliers at end of fiscal year 347 392

Percentage of purchases from:

Brand Portfolio segment sourced Owned Brands 9 % 9 %

Brand Portfolio segment sourced exclusive and licensed brands 10 % 9 %

Top three national brand suppliers 24 % 25 %

REWARD PROGRAMS

We invite our U.S.

and Canada retail customers to join our DSW and The Shoe Co.

VIP rewards programs, which enable members to earn points toward discounts on future purchases.

Our VIP rewards programs provide timely customer insights and create stronger customer engagement, while driving a higher-than-average level of customer spend.

The following table presents the number of members enrolled in our VIP rewards programs that have made a purchase over the prior two years and the percentage of retail segments' net sales generated from these members:

We invite our customers to join our DSW VIP and The Shoe Co.

VIP reward programs, which enable members to earn points toward discounts on future purchases.

These reward programs provide timely customer insights and create stronger customer engagement, while driving a higher-than-average level of customer spend.

The following table presents the number of members enrolled in our VIP reward programs that have made a purchase over the prior two years and the percentage of the Retail segment's net sales generated from these members:

Number of VIP members at end of the fiscal year (in millions) 30.0 30.8

Percentage of retail segments' net sales generated from VIP members 86 % 90 %

Retail segment operations, the majority of our inventory is shipped directly from suppliers to our distribution center located in Columbus, Ohio ("Midwest Logistics Center") and a West Coast facility, previously located in California, that is operated by a third party, where the inventory is then processed, sorted, and shipped to one of our pool locations located throughout the country, and then on to the stores.

During March 2025, the West Coast facility in California was replaced with our new distribution center located in Arizona ("West Coast Logistics Center"), which is also operated by a third party.

For our Canada Retail segment, we engage a logistics service provider to receive and distribute inventory to the majority of our stores.

Percentage of the Retail segment's net sales generated from VIP members 89 % 86 %

STORE DISTRIBUTION

store operations, the majority of our inventory is shipped directly from suppliers to our distribution centers located in Columbus, Ohio ("Midwest Logistics Center") and Glendale, Arizona ("West Coast Logistics Center") where the inventory is then processed, sorted, and shipped to one of our pool locations located throughout the country, and then on to the stores.

For our Canada operations, we engage a logistics service provider to receive and distribute inventory to the majority of our stores.

Inventory management is important to our business.

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BRAND PORTFOLIO SEGMENT

The Brand Portfolio segment designs, develops, and sources footwear and accessories of our Owned Brands for the sale of wholesale merchandise to our retail segments and our other retailer customers.

The Brand Portfolio segment designs, develops, and sources footwear and accessories of our exclusive and licensed

brands for the sale of wholesale merchandise to retailer customers, our Retail segment, and international distributors.

In addition, we sell our branded products on direct-to-consumer e-commerce sites for the Vince Camuto, Keds, and Topo brands.

We also earn commission-based income for serving retailers as their design and buying agent, while leveraging our overall design and sourcing infrastructure.

Refer to Note 3 , Revenue , of the consolidated financial statements of this Form 10-K, for the Brand Portfolio segment's total net sales attributable to each channel.

During 2024 and 2023, the net sales of Owned Brands for all of our segments combined represented 23.3% and 25.8%, respectively, of consolidated net sales.

The Brand Portfolio segment has five customers that made up 38.0% of its segment net sales in 2025, excluding intersegment net sales, and the loss of any or all of these customers could have a material adverse effect on the Brand Portfolio segment.

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We are party to a licensing agreement with ABG-Camuto, which grants us the exclusive right to design, source, and sell footwear and handbags under the brands that ABG-Camuto owns.

ABG-Camuto is an integral part of the Brand Portfolio segment.

In addition, we own the licensing rights for footwear and handbags of the Lucky Brand and the licensing rights for footwear of the Jessica Simpson brand.

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The majority of our wholesale inventory is shipped directly from factories in foreign countries to our East Coast Logistics Center where the inventory is then processed, sorted, and provided to our customers' shipping carriers.

In response to increased tariffs and uncertain trade policy, we have optimized where we source our products from in an effort to mitigate risk, maximize flexibility, and decrease costs.

The following table presents the percentages of the Brand Portfolio segment's purchases of merchandise units sourced by country:

China 60 % 77 %

Vietnam 11 % 10 %

India 5 % 5 %

Cambodia 19 % 5 %

All other foreign locations 2 % 4 %

Vietnam 15 % 11 %

India and other countries 6 % 7 %

The footwear market is highly competitive with few barriers to entry.

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• reward and support associates through competitive pay, benefits, and perquisite programs;

• cultivate an associate-centric culture where all associates feel empowered, valued, inspired, and included;

• cultivate an associate-centric culture where all our associates feel empowered, valued, inspired, and included;

• acquire talent and facilitate internal talent mobility to create a high-performing workforce;

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• evolve and invest in technology, tools, and resources to support our associates at work.

As of February 1, 2025, we employed approximately 14,000 associates worldwide, approximately 12,000 of whom are employed in the U.S.

As of January 31, 2026, we employed approximately 13,000 associates worldwide, approximately 11,000 of whom are employed in the U.S.

TOTAL REWARDS

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store that exceeds applicable minimum wage requirements.

• We continually monitor local pay practices for each distribution center and adjust accordingly to remain competitive in those markets.

• We continually monitor local pay practices in relation to our logistics centers' talent and adjust accordingly to remain competitive in those markets.

• We monitor pay equity and invest in pay processes that allow us to assess whether associates with similar roles and experience earn comparable pay for comparable work.

• We require completion of a Compensation Essentials training module that educates and equips managers to facilitate effective conversations about compensation.

• We require completion of a compensation training module that educates and equips managers to facilitate effective conversations about compensation.

• Our incentive plans provide additional cash compensation upon the achievement of results that meet or exceed defined goals for eligible store management, logistics centers, and corporate associates.

• We provide retirement benefits with a safe harbor 401(k) plan that includes an employer matching contribution of up to 4% of associate contributions.

• We help associates save for their retirement through a safe harbor 401(k) plan that includes an employer matching contribution of up to 4% of associate contributions that vest immediately.

Health & Wellbeing- We understand the importance of taking care of our associates and believe that every associate's journey is unique.

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Comprehensive health insurance coverage is available to full-time and Affordable Care Act eligible part-time associates through multiple medical plans.

These plans include prescription and vision insurance, as well as:

• Concierge plan advisors who can assist with clinical support for health conditions, locate high-quality physicians, advocate to resolve insurance billing issues, connect members to available community resources, and answer benefits questions.

• Free unlimited access to U.S.

board-certified physicians, via phone or video, for general medical, dermatology, and mental health services.

• Specialty prescription drug medications, with many at no cost.

• Concierge support and access to fertility centers across the U.S., as well as up to two cycles of in vitro fertilization or other fertility services in addition to necessary fertility medication and testing.

These plans include:

• Concierge health plan advisors who assist with clinical support for health conditions, locate high-quality physicians, advocate to resolve insurance billing issues, connect members to available community resources, and answer benefits questions.

• A comprehensive suite of free and unlimited virtual healthcare offerings, including access to primary care physicians, acute medical care needs, dermatology, mental health support, and physical therapy.

• Prescription drug coverage, including availability of specialty prescription drug medications with many at no cost.

• No cost surgical care benefits for many plannable surgical procedures.

• Concierge support and access to fertility centers across the U.S.

This includes up to two cycles of care for procedures such as in vitro fertilization, necessary fertility medication, testing, and other fertility services.

• Expert nurse care coordinator support provided through our maternity program.

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• Company-provided life and accidental death and dismemberment insurance.

• Pay for short-term disability, parental leave, and jury duty.

• Voluntary benefits (long-term disability, accident, hospital indemnity and critical illness) and flexible spending accounts.

• Adoption assistance with reimbursement of up to $10,000 of eligible expenses for each adoption.

• Paid time away for short-term disability, parental leave, and jury duty.

• Voluntary benefits (vision, long-term disability, accident, hospital indemnity and critical illness) and flexible spending accounts.

• Adoption assistance up to $10,000 of eligible expenses reimbursed per adoption.

• Up to $5,250 in tuition reimbursement annually, plus access to partner schools who offer capped annual tuition to receive a degree, at little to no cost when combined with our reimbursement.

All full-time and part-time associates are eligible for:

• Company paid time off, military, and bereavement pay.

• Generous product discounts at DSW, American Eagle Outfitters/Aerie, and American Signature/Value City Furniture.

• Company paid time off, including military and bereavement pay.

• Generous product discounts at DSW and American Eagle Outfitters/Aerie.

• Free counseling and support for all associates, their dependents, and their family members, through access to licensed counselors, work/life balance support, and bereavement specialists.

• Free accredited general education college courses as well as discounted tuition offerings through multiple partner schools.

• Free accredited general education college courses.

• Discounted tuition offerings through multiple partner schools.

• Free and/or discounted legal support in areas such as civil/criminal needs, family disputes, immigration law, landlord/tenant issues, and basic document preparation.

• Free financial help including debt counseling, lease/purchase guidance, taxes, financial planning, and college funding.

• Free financial help, including support for debt counseling, lease/purchase guidance, taxes, financial planning, and college funding.

TALENT DEVELOPMENT

To help our associates succeed in their roles, we emphasize continuous learning and development opportunities.

Training provided through our online learning platform includes 269 resources, including videos, self-paced on-demand learning, and virtual instructor-led sessions.

Training provided through our online learning platform includes approximately 260 resources, including videos, self-paced on-demand learning, and virtual instructor-led sessions.

A wide variety of resources are designed to address the needs of our entire workforce, from entry-level associates to our most senior executives.

During 2024, approximately 7,100 associates completed over 84,000 learning experiences through our online learning platfor m.

During 2025, over 9,100 associates completed over 98,000 learning experiences through our online learning platform.

We invest resources in professional development and growth as a means of improving associate performance, engagement, and retention.

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Not only do we strive to create positive impacts within our organization, but we also aim to better the communities in which we conduct business.

In 2023, we launched our charitable Designer Brands Foundation to expand our corporate giving.

Since launching our Designer Brands Foundation at the end of 2023, we have given over $3.0 million in grants to charitable organizations across the U.S.

In 2025, we expanded the Designer Brands Foundation into Canada.

The Designer Brands Foundation's mission is to advance empowerment of individuals, removing barriers and helping them put their best foot forward in the communities in which we live, serve, and work.

The Designer Brands Foundation features three primary areas of focus:

Empowerment - Support organizations that prioritize empowerment and build self-confidence without discrimination.

Inclusion - Support organizations whose key constituents align with our Business Resource Groups ("BRGs").

Empowerment - Supporting organizations that prioritize empowerment and build self-confidence without discrimination.

Inclusion - Supporting organizations whose key constituents align with our Business Resource Groups ("BRGs").

Local Community - As the places where our associates live and work are vitally important to us, we support the organizations that put our local communities first and provide opportunities for our associates to give back through volunteering and donations.

With the Designer Brands Foundation in place, we have been able to significantly expand our Company's giving through the following:

With the Designer Brands Foundation in place, we have been able to significantly expand our Company's giving and are committed to continuing down that path:

Soles4Souls - Soles4Souls creates sustainable jobs and provides relief through the distribution of shoes and clothing around the world, while giving shoes and garments a second life.

Since partnering with Soles4Souls in 2018, we are proud to have donated over 13 million pairs of shoes, including 1.9 million pairs in 2025.

In 2024, we continued to enhance our shoe donation experience and Soles4Souls store register donation efforts with store register donations generating over $1.6 million in customer-funded donations.

Associate Relief Funding - In 2024, we established our DBI Cares Associate Relief Fund to provide financial assistance to DBI associates experiencing unexpected hardships and emergencies.

In addition, we partner with Two Ten Footwear Foundation ("Two Ten") to provide scholarships and financial aid, as well as free counseling and community resources, to people working in the footwear industry.

In 2025, we continued to enhance our shoe donation experience and Soles4Souls store register donation efforts.

Associate Relief Funding - In 2024, we established our DBI Cares Associate Relief Fund to provide financial assistance to DBI associates experiencing unexpected hardships and emergencies globally.

In addition, we partner with the Two Ten Footwear Foundation ("Two Ten") to provide scholarships and financial aid, as well as free counseling and community resources, to people working in the footwear industry.

Many of our own associates have been beneficiaries of Two Ten's programs.

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Through our grants and associate led affinity groups, we aim to support and better the communities in which we live, serve, and work.

In 2024, we issued our first round of public community grants totaling $89,000 to nonprofits across the U.S.

Our DBI Gives volunteerism-focused Community Interest Group ("CIG") led multi-city volunteer opportunities for associates to come together and participate in community clean ups during Earth Month, as well as gift collection and wrapping during the holiday season.

Since the beginning of 2024, we have continued to issue semi-annual Community Grants, now totaling over $285,000 to date and are proud to have instituted our first annual all-corporate Step Up & Serve Associate Volunteer Day in 2025, volunteering with over 75 charities globally.

In 2025, we have also expanded our hometown reach through our "Dollars for Doers" program, rewarding U.S.

associates up to $500 annually from the DBI Foundation for their volunteer time to donate to non-profit organizations of their choosing.

From the inside out, Designer Brands starts with a workplace where all associates belong and are empowered to be their authentic selves, bringing their unique backgrounds, perspectives, and experiences to the table.

We believe that empowering our differences powers up innovation and ignites positive change.

Formal ways for associates, on a voluntary basis, to be involved, ignite innovation, and influence positive changes include:

Formal ways all associates, on a voluntary basis, can choose to be involved, ignite innovation, and influence positive change include:

• BRGs - associate-led groups organized around a common dimension to foster an inclusive work environment where everyone belongs.

• CIGs - associate-led groups based on a common passion or interest to drive a sense of community and shared purpose.

• Community Interest Groups ("CIGs") - associate-led groups based on a common passion or interest to drive a sense of community and shared purpose.

• Field Councils - associate-led groups organized to create a sense of belonging for those who work in our stores and logistics centers.

All groups are inclusive and open to any associate who wants to join, and associates can join as many groups as they choose.

Our BRGs, CIGs, and Field Councils provide a unique strategic perspective based on shared experiences, background, and allyship while promoting belonging in our workplace and community in alignment with our business goals.

Our BRGs, CIGs, and Field Councils provide a unique strategic perspective based on shared experience, background, and allyship while promoting belonging in our workplace and community in alignment with our business goals.

We proudly support nine BRGs, three CIGs, and two Field Councils (one in the U.S.

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Our value of We Belong is also reflected in our associate training programs, which address our policies against harassment, bullying, and bias in the workplace.

In 2024, we launched the We Belong Microlearning development initiative which aims to create more welcoming workplaces by providing easily digestible training sessions.

Additionally, we provide easily digestible training sessions, the We Belong Microlearning development which aims to create a more welcoming workplace.

We believe in taking strides and making progress towards unity and belonging, turning values into actions.

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To this end, we take several steps to ensure pay rates are fair, competitive, and based on job-related factors.

For example, we regularly review external market data, internal pay grades, position of pay in the pay range, as well as individual factors such as performance, training, and prior experience related to the work, to ensure fair pay.

For example, we regularly review external market data, internal pay grades, and position of pay in the pay range, as well as individual factors such as performance, training, and prior experience related to the work to ensure fair pay.

We also invest in pay processes that allow us to assess whether associates with similar roles and experience earn comparable pay for comparable work.

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We provide all associates with the opportunity to share their opinions and feedback in relation to their employment experience through engagement surveys performed on a regular basis across all business segments.

Results of the surveys are measured and analyzed at the team, department and Company-wide levels with a goal of enhancing the associate experience, strengthening engagement and retention, and driving positive change.

In addition to Company-led surveys, leaders are encouraged to conduct "skip level" touch bases, host roundtable chats, and conduct follow-up activities throughout the year to better understand associate feedback.

Upon exiting the Company, associates who voluntarily leave the business are provided with an exit survey to help us measure satisfaction and engagement, in addition to identifying the factors that may have contributed to pursuing another opportunity.

We continue to develop opportunities for associate connection and engagement in the evolving workplace environment by listening to our associates and taking actions on what is most important and impactful to them.

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INTELLECTUAL PROPERTY

We own numerous trademarks, service marks, and domains in the U.S., Canada, and internationally, such as Crown Vintage ® , DSW ® , DSW Shoe Warehouse ® , DSW Designer Shoe Warehouse ® , Keds ® , Kelly & Katie ® , Mix No.6 ® , Pro-Keds ® , Rubino ® , and Topo Athletic ® .

As of February 1, 2025, we have approximately 850 trademark registrations and pending applications in the U.S., Canada, and internationally.

We own numerous trademarks, service marks, and domains in the U.S., Canada, and internationally, such as Crown Vintage ® , DSW ® , DSW Shoe Warehouse ® , DSW Designer Shoe Warehouse ® , The Shoe Company ®, Keds ® , Kelly & Katie ® , Mix No.6 ® , Rubino ® , and Topo Athletic ® .

As of January 31, 2026, we have approximately 830 trade m ark registrations and pending applications in the U.S., Canada, and internationally.

We consider our trademarks, service marks, and domains to have significant value and to be important to building our name recognition.

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The SEC also maintains a website that contains reports, proxy statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

The information contained at www.designerbrands.com is not incorporated into this Form 10-K.

Any reference to our website is intended to be an inactive textual reference only.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business