What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-30 compared with 2025-03-24 · 52 added, 35 removed, 154 unchanged (36% of the section changed)

6 unchanged sentences

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the U.S.

Management assessed the effectiveness of our internal control system as of February 1, 2025.

Management assessed the effectiveness of our internal control system as of January 31, 2026.

In making its assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013).

Based on this assessment, management concluded that our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting.

Based on this assessment, management concluded that our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting as of January 31, 2026.

Deloitte & Touche LLP (PCAOB ID No.

3 unchanged sentences

OTHER INFORMATION

During the three months ended February 1, 2025, 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) or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).

During the three months ended January 31, 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) or any "non-Rule 10b5-1 trading arrangement" (as defined in Item 408(c) of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information contained under the captions " INFORMATION ABOUT OUR EXECUTIVE OFFICERS ," " PROPOSAL 1- ELECTION OF DIRECTORS ," " OTHER DIRECTOR INFORMATION, BOARD COMMITTEES, AND CORPORATE GOVERNANCE INFORMATION ," and " SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT " in our Definitive Proxy Statement on Schedule 14A for the 2025 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A promulgated under the Exchange Act (the "Proxy Statement"), is incorporated herein by reference.

The applicable information contained under the captions " INFORMATION ABOUT OUR EXECUTIVE OFFICERS ," " PROPOSAL 1- ELECTION OF DIRECTORS ," and " OTHER DIRECTOR INFORMATION, BOARD COMMITTEES, AND CORPORATE GOVERNANCE INFORMATION " in our Definitive Proxy Statement on Schedule 14A for the 2026 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A promulgated under the Exchange Act (the "Proxy Statement"), is incorporated herein by reference.

EXECUTIVE COMPENSATION

The information contained under the captions " REPORT OF THE HUMAN CAPITAL AND COMPENSATION COMMITTEE ," " COMPENSATION DISCUSSION AND ANALYSIS " and the related tabular disclosure under " COMPENSATION TABLES ," and " FISCAL 2024 DIRECTOR COMPENSATION " in the Proxy Statement is incorporated herein by reference.

The applicable information contained under the captions " REPORT OF THE HUMAN CAPITAL AND COMPENSATION COMMITTEE ," " OTHER DIRECTOR INFORMATION, BOARD COMMITTEES, AND CORPORATE GOVERNANCE INFORMATION ," " COMPENSATION DISCUSSION AND ANALYSIS " and " COMPENSATION OF DIRECTORS " and the related tabular disclosure under " COMPENSATION TABLES ," and " FISCAL 2025 DIRECTOR COMPENSATION " in the Proxy Statement is incorporated herein by reference.

Notwithstanding the foregoing, the information contained in the Proxy Statement under the caption " REPORT OF THE HUMAN CAPITAL AND COMPENSATION COMMITTEE " shall be deemed furnished, and not filed, in this Form 10-K and shall not be deemed incorporated by reference into any filing we make under the Securities Act of 1933, as amended, or the Exchange Act.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information contained under the caption " SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT " in the Proxy Statement is incorporated herein by reference.

The applicable information contained under the caption " SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT " in the Proxy Statement is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information contained under the captions " CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS " and " OTHER DIRECTOR INFORMATION, BOARD COMMITTEES, AND CORPORATE GOVERNANCE INFORMATION " in the Proxy Statement is incorporated herein by reference.

The applicable information contained under the captions " CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS " and " OTHER DIRECTOR INFORMATION, BOARD COMMITTEES, AND CORPORATE GOVERNANCE INFORMATION " in the Proxy Statement is incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information contained under the caption " AUDIT AND OTHER SERVICE FEES " in the Proxy Statement is incorporated herein by reference.

The applicable information contained under the caption " AUDIT AND OTHER SERVICE FEES " in the Proxy Statement is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

3 unchanged sentences

• Report of Independent Registered Public Accounting Firm

• Consolidated Statements of Operations for the years ended February 1, 2025, February 3, 2024, and January 28, 2023

• Consolidated Statements of Comprehensive Income (Loss) for the years ended February 1, 2025, February 3, 2024, and January 28, 2023

• Consolidated Balance Sheets as of February 1, 2025 and February 3, 2024

• Consolidated Statements of Shareholders' Equity for the years ended February 1, 2025, February 3, 2024, and January 28, 2023

• Consolidated Statements of Cash Flows for the years ended February 1, 2025, February 3, 2024, and January 28, 2023

• Consolidated Statements of Operations for the years ended January 31, 2026, February 1, 2025, and February 3, 2024

• Consolidated Statements of Comprehensive Income (Loss) for the years ended January 31, 2026, February 1, 2025, and February 3, 2024

• Consolidated Balance Sheets as of January 31, 2026 and February 1, 2025

• Consolidated Statements of Shareholders' Equity for the years ended January 31, 2026, February 1, 2025, and February 3, 2024

• Consolidated Statements of Cash Flows for the years ended January 31, 2026, February 1, 2025, and February 3, 2024

• Notes to the Consolidated Financial Statements

28 unchanged sentences

10-Q 001-10767 06/18/2002 10.6

Incorporated by Reference

Exhibit Number Exhibit Description Form File No.

Date of Filing Exhibit Number

Amendment to Corporate Services Agreement, dated July 5, 2005, among Retail Ventures, Inc., Schottenstein Stores Corporation and Schottenstein Management Company, together with Side Letter Agreement, dated July 5, 2005, among Schottenstein Stores Corporation, Retail Ventures, Inc., Schottenstein Management Company and DSW Inc.

5 unchanged sentences

10-K 001-32545 4/17/2008 10.2.1

Incorporated by Reference

Exhibit Number Exhibit Description Form File No.

Date of Filing Exhibit Number

Second Amendment to Employment Agreement, dated February 12, 2016, between Deborah Ferrée and DSW Inc.

5 unchanged sentences

10-K 001-32545 3/16/2023 10.3.9

Form of Restricted Stock Units Agreement (2023).

10-K 001-32545 3/24/2025 10.3.4

Form of Restricted Stock Units Agreement for Canada Employees (2023).

10-K 001-32545 3/24/2025 10.3.5

Form of Performance Share Agreement (2023).

10-K 001-32545 3/24/2025 10.3.6

Form of Performance Share Agreement for Canada Employees (2023).

10-K 001-32545 3/24/2025 10.3.7

Form of Restricted Stock Units Agreement for Employees (2024).

10-K 001-32545 3/24/2025 10.3.8

Form of Restricted Stock Units Agreement (2023).

Form of Restricted Stock Units Agreement for Canada Employees (2024).

Form of Performance Share Agreement (2023).

10-K 001-32545 3/24/2025 10.3.9

Form of Performance Share Agreement for Employees (2024).

10-K 001-32545 3/24/2025 10.3.10

Form of Performance Share Agreement for Canada Employees (2024).

10-K 001-32545 3/24/2025 10.3.11

Form of Director Stock Units Agreement (2024).

10-K 001-32545 3/24/2025 10.3.12

Form of Restricted Stock Units Agreement for Employees (2025) - - - -

2 unchanged sentences

Form of Performance Share Agreement for Canada Employees (2025) - - - -

Form of Director Stock Units Agreement (2024).

Designer Brands Inc.

6 unchanged sentences

8-K 001-32545 11/1/2012 10.2

Standard Executive Severance Agreement, dated July 20, 2016, between Jared Poff and DSW Inc.

10-Q 001-32545 9/1/2016 10.1

Standard Executive Severance Agreement, dated April 9, 2020, between Mary Turner and Designer Brands Inc.

10-K 001-32545 5/1/2020 10.21

Amended and Restated Executive Severance Agreement, dated January 4, 2023, between Douglas M.

Amended and Restated Standard Executive Agreement, dated January 5, 2023, between Douglas M.

Howe and Designer Brands Inc.

10-Q 001-32545 6/8/2023 10.1

Incorporated by Reference

Exhibit Number Exhibit Description Form File No.

Date of Filing Exhibit Number

Standard Executive Agreement, dated August 4, 2023, between Laura Denk and Designer Brands Inc.

2 unchanged sentences

10-K 001-32545 3/25/2024 10.14

Standard Executive Agreement, dated February 10, 2026, between Sheamus Toal and Designer Brands Inc.

Amended and Restated Nonqualified Deferred Compensation Plan.

10-K 001-32545 3/25/2024 10.15

Amendment, dated as of September 4, 2025, to the Nonqualified Deferred Compensation Plan (as Amended and Restated).

10-Q 001-32545 9/9/2025 10.1

Incorporated by Reference

Exhibit Number Exhibit Description Form File No.

Date of Filing Exhibit Number

Credit Agreement, dated March 30, 2022, among Designer Brands Inc., Designer Brands Canada Inc., certain domestic and Canadian subsidiaries as borrowers, other loan parties thereto, the lenders party thereto, The Huntington National Bank, as Administrative Agent, The Huntington National Bank, Bank of Montreal and Bank of America, N.A., as Joint Bookrunners and Joint Lead Arrangers, and PNC Bank, National Association, as Documentation Agent.

4 unchanged sentences

10-Q 001-32545 9/7/2023 10.3

Third Amendment to Credit Agreement dated as of February 27, 2026 among Designer Brands Inc., Designer Brands Canada Inc., certain of domestic and Canadian subsidiaries as borrowers, other loan parties thereto, the lenders party thereto, The Huntington National Bank, as Administrative Agent, The Huntington National Bank, Bank of Montreal and Bank of America, N.A., as Joint Bookrunners and Joint Lead Arrangers, and PNC Bank, National Association, as Documentation Agent.

8-K 001-32545 3/4/2026 10.1

Term Credit Agreement, dated June 23, 2023, among Designer Brands Inc., Designer Brands Canada Inc., certain domestic subsidiaries as guarantors, the lenders party thereto, and PLC Agent LLC, as Administrative Agent and Lead Arranger.

3 unchanged sentences

Second Amendment to Term Credit Agreement, dated March 3, 2025, among Designer Brands Inc., Designer Brands Canada Inc., certain domestic subsidiaries as guarantors, the lenders party thereto, and PLC Agent LLC, as Administrative Agent and Lead Arranger.

10-K 001-32545 3/24/2025 10.14.2

Designer Brands Inc.

1 unchanged sentence

List of Subsidiaries.

Consent of Independent Registered Public Accounting Firm.

Powers of Attorney.

Incorporated by Reference

1 unchanged sentence

Date of Filing Exhibit Number

Consent of Independent Registered Public Accounting Firm.

Powers of Attorney.

Rule 13a-14(a)/15d-14(a) Certification - Principal Executive Officer.

3 unchanged sentences

Designer Brands Inc.

Compensation Recoupment Policy 10-K 001-32545 3/25/2024 97

Compensation Recoupment Policy.

10-K 001-32545 3/25/2024 97

The following materials from the Designer Brands Inc.

Annual Report on Form 10-K for the year ended February 1, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language):

Annual Report on Form 10-K for the year ended January 31, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) Consolidated Statements of Operations;

3 unchanged sentences

(v) Consolidated Statements of Cash Flows;

and (vi) Notes to Consolidated Financial Statements.

and (vi) Notes to the Consolidated Financial Statements.

Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101.

9 unchanged sentences

March 30, 2026 By:

Executive Vice President, Chief Financial Officer and Chief Administrative Officer

Pursuant to the requirements of the Exchange Act, this report has been signed by the following persons in the capacities and on the dates indicated.

/s/ Sheamus Toal

Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Douglas M.

1 unchanged sentence

Howe (Principal Executive Officer)

Poff Executive Vice President, Chief Financial Officer and Chief Administrative Officer March 24, 2025

Poff (Principal Financial Officer)

/s/ Sheamus Toal Executive Vice President and Chief Financial Officer March 30, 2026

Sheamus Toal (Principal Financial Officer)

Haley Senior Vice President and Controller March 30, 2026

5 unchanged sentences

* Director March 30, 2026

* Vice Chair, Chief Product Officer and Director March 30, 2026

* Director March 30, 2026

5 unchanged sentences

* Director March 30, 2026

Poff (Attorney-in-fact)

/s/ Sheamus Toal

Sheamus Toal (Attorney-in-fact)

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 9A. Controls and Procedures