Designer Brands Inc. 10-K

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES COMMON SHARES Our Class A common shares are listed for trading on the NYSE under the ticker symbol "DBI." 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. As of March 23, 2026, there were 186 holders of record of our Class A common shares and 11 holders of record of our Class B common shares. The number of holders of record is based upon the actual number of holders registered at such date and does not include holders of shares in "street names" or persons, partnerships, associates, corporations, or other entities identified in security position listings maintained by depositories. 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. We anticipate declaring dividends on a quarterly basis. On March 12, 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 April 10, 2026 to shareholders of record as of the close of business on March 26, 2026. 20 Table of contents 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. A s of January 31, 2026, $19.7 million o f 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. Shares will be repurchased in the open market at times and in amounts considered appropriate based on price and market conditions . For 2025, we did not have any share repurchases. 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. PERFORMANCE GRAPH The following graph compares our cumulative total shareholder return on our Class A common shares with the cumulative total returns of the Standard and Poor's ("S&P") MidCap 400 Index and the S&P MidCap 400 Retail Index, both of which are published indices. The comparison of the cumulative total returns for each investment assumes that $100 was invested on January 30, 2021 and that all dividends were reinvested. This comparison includes the period beginning January 30, 2021 and ended January 31, 2026. Company / Index January 30, 2021 January 29, 2022 January 28, 2023 February 3, 2024 February 1, 2025 January 31, 2026 Designer Brands Inc. $ 100.00 $ 104.41 $ 87.01 $ 77.80 $ 43.63 $ 57.90 S&P MidCap 400 Index $ 100.00 $ 111.55 $ 115.15 $ 123.72 $ 146.97 $ 158.27 S&P MidCap 400 Retail Index $ 100.00 $ 101.29 $ 93.72 $ 102.42 $ 134.96 $ 122.45 ITEM 6. [RESERVED] 21 Table of contents