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Designer Brands Inc

For the period ended Aug 3, 2024. Filed Sep 11, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Aug 3, 2024 · Filed Sep 11, 2024

DBI$6.750.0%Stored close · as of Nov 10, 2026

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Unregistered Sales of Equity Securities and Use of Proceeds

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

SHARE REPURCHASE PROGRAM

On August 17, 2017, the Board authorized the repurchase of anadditional $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. 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.

The following table sets forth the Class A common shares repurchased during the three months ended August 3, 2024:

(in thousands, except per share amounts)(a)Total Number of Shares Purchased (1)(b)Average Price Paid per Share(c)Total Number of Shares Purchased as Part of Publicly Announced Programs(d)Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
May 5, 2024 to June 1, 202454$9.35—$87,677
June 2, 2024 to July 6, 20241,478$6.681,457$77,985
July 7, 2024 to August 3, 20241,210$6.851,208$69,708
2,742$6.812,665

(1) The total number of shares repurchased represents shares repurchased as part of publicly announced programs and 77,008 shares withheld in connection with tax payments due upon vesting of stock-based compensation awards.

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. It is anticipated that dividends will be declared on a quarterly basis.

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.

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