Designer Brands Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

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Designer Brands Inc.

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810 DSW Drive

Columbus, Ohio 43219

(614) 237-7100

Notice of 2025 Annual Meeting of Shareholders

and Proxy Statement

May 5, 2025

Dear Designer Brands Shareholder:

You are cordially invited to attend the 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) of Designer Brands Inc., an Ohio corporation (the “Company”) at 1:00 p.m. Eastern Time on June 18, 2025. The 2025 Annual Meeting will be held in a virtual-only format via live audio cast at www.virtualshareholdermeeting.com/DBI2025. All holders of shares of our outstanding common stock as of the close of business on April 24, 2025 are entitled to vote at the meeting. Details of the business to be conducted at the meeting are given in the Notice of 2025 Annual Meeting of Shareholders and the Proxy Statement, which are included on the following pages. Instructions for accessing the virtual meeting audio cast online are also included in the Proxy Statement.

Fiscal 2024 was a year focused on improvement, driven by our commitment to execute on key initiatives. We took decisive action to refresh and strengthen our leadership team, revitalize and modernize our product assortment, refine our marketing strategies, right size our brand portfolio, and elevate our customers' omnichannel experience. We originally anticipated an inflection to positive comparable sales in the third quarter of fiscal 2024, a sentiment bolstered by the positive performance we saw in August following our successful back-to-school efforts, but unseasonably warm weather, coupled with sustained consumer pressure, significantly dampened third-quarter performance. Nonetheless, we stayed the course with our strategies and were pleased that these efforts culminated in positive comparable sales in the fourth quarter, reflecting a return to growth for the first time in nine quarters.

With fresh leadership in several key areas – including new Presidents of DSW and Brands, a new Chief Marketing Officer, and a new Head of Merchandising – we have been reinvigorating our teams, implementing new ways of working, and adding new expertise. This enabled us to make notable strategic progress in fiscal 2024.

We ended the year with a more relevant and balanced assortment than ever before, strengthening and expanding our relationships with our top 8 brands and increasing the depth and variety of styles available to create a more dynamic and engaging shopping experience both in-store and online. On the marketing front, we amplified our efforts, particularly during the holiday season, prioritizing giftable items to capture consumer demand. Black Friday, Cyber Monday, and a well-timed post-holiday sale helped generate buzz, capture consumer interest, and maintain strong momentum beyond the holiday season. Our store experience was augmented by impactful visuals with impressive and attention-grabbing gift giving collateral, enhancing the customer experience. Within our Brands organization, we remained focused on cost reduction, brand optimization, higher product margins, and improved SKU productivity through streamlined operations. All of these initiatives contributed to top-line growth and margin expansion.

As we enter fiscal 2025, we are in a period of macro uncertainty driven by the implementation of tariffs and are monitoring the potential impact on our business. We will continue to focus on things that are within our control and believe our ongoing business transformation will drive continued stabilization and improvement of sales and profitability. In our retail operations, we will focus on driving a customer first and product obsessed organization, continuing to meet our customers where they are with the best assortment. In our Brands organization, we expect to re-establish our private label brands as margin drivers and build a more profitable wholesale business over the long term, which includes investing in core names like Keds and Topo to drive top-line revenue. We remain focused on evaluating expenses across the Company, executing on roadmaps to drive efficiency and remove cost from the business.

Your vote is important. Whether or not you plan to attend the 2025 Annual Meeting virtually, please vote as soon as possible. As an alternative to voting during the 2025 Annual Meeting, you may vote in advance via the internet, by telephone, or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. Voting by any of these methods will ensure you have a say on the important issues to be voted on at the 2025 Annual Meeting.

I would like to thank you personally for your continued support of Designer Brands Inc.

Douglas M. Howe

Chief Executive Officer

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810 DSW Drive

Columbus, Ohio 43219

(614) 237-7100

Notice of 2025 Annual Meeting of Shareholders

Items of Business – 2025 Annual Meeting

Shareholders will also transact such other business as may properly come before the 2025 Annual Meeting or any adjournment, continuation, or postponement thereof.

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Your Vote is Important: Even if you plan to virtually attend the 2025 Annual Meeting, please cast your vote as soon as possible by following the instructions on your proxy card or VIF:

Please consider the issues presented in this Proxy Statement and vote your shares, by internet or telephone, or sign, date, and return your proxy card, as promptly as possible.

Submitting your proxy now will not prevent you from voting your shares online during the 2025 Annual Meeting, as your proxy is revocable at your option. Whether or not you virtually attend the 2025 Annual Meeting, it is important that your shares be part of the voting process. You may vote your shares in advance of the meeting by following the instructions above. You can also vote or ask questions during the 2025 Annual Meeting by attending the virtual 2025 Annual Meeting and following the instructions at www.virtualshareholdermeeting.com/DBI2025.

Lisa M. Yerrace

Senior Vice President, General Counsel and Corporate Secretary

May 5, 2025

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Important Notice Regarding the Availability of Proxy Materials for the2025 Annual Meeting of Shareholders to be held on June 18, 2025:Our Proxy Statement follows this Notice of 2025 Annual Meeting of Shareholders. Financial and other information concerning the Company is contained in the Annual Report for fiscal 2024. The Proxy Statement and Annual Report are available on our Investor Relations website at investors.designerbrands.com. Additionally, you may access our proxy materials at www.proxyvote.com, a site that does not have “cookies” that identify visitors to the site.This Notice of 2025 Annual Meeting of shareholders, the accompanying Proxy Statement, and our Annual Report are all available, free of charge, at www.proxyvote.com.

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TABLE OF CONTENTS

Forward-Looking Statements

Certain statements in this Proxy Statement may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations and assumptions that involve risks and uncertainties, many of which are outside the Company’s control, and on information available to the Company as of the date hereof. The Company’s actual results could differ materially from those stated or implied, due to risks and uncertainties associated with its business, which include the risk factors disclosed in the Annual Report and other filings with the Securities and Exchange Commission (“SEC”), including, without limitation, the section entitled “Risk Factors” contained therein. Forward-looking statements include statements regarding the Company’s expectations, beliefs, intentions, or strategies regarding the future, and can be identified by forward-looking words such as “outlook,” “plans,” “anticipate,” “believe,” “could,” “continue,” “estimate,” “approximate,” “predict,” “expect,” “potential,” “seek,” “intend,” “may,” “should,” “will,” and “would” or the negative version of these words or other comparable words. Except as may be required by applicable law, the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions, or circumstances on which any such statement is based.

Websites

Website addresses referenced in this Proxy Statement are intended to be inactive textual references only, and the content on the referenced websites does not constitute a part of, and is specifically not incorporated by reference into, this Proxy Statement.

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