Designer Brands Inc.

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Designer Brands Inc., an Ohio corporation, for use at the 2026 Annual Meeting to be held on June 17, 2026, at 1:00 p.m. Eastern Time via live audio cast at www.virtualshareholdermeeting.com/DBI2026. This Proxy Statement is first being mailed to the shareholders on or about May 7, 2026. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement carefully before voting. “We,” “our,” “us,” “Designer Brands,” “DBI,” and the “Company” refer to Designer Brands Inc.

2026 Annual Meeting of Shareholders

How to Attend

To participate in the virtual 2026 Annual Meeting, please visit www.virtualshareholdermeeting.com/DBI2026 and enter the 16-digit control number included in your Notice, on your proxy card, or on the instructions that accompanied your proxy materials.

How to Vote

Proposals Requiring Your Vote

Your vote is very important! Please cast your vote immediately on all the proposals to ensure that your shares are represented.

PROPOSAL 1: Election of Four Class I Director Nominees

The four Class I director nominees possess the necessary qualifications and range of experience and expertise to provide effective oversight and advice to management.ü The Board recommends a vote FOR all Class I director nominees.

PROPOSAL 2: Ratification of Appointment of Deloitte & Touche LLP

The Audit Committee approved the appointment of Deloitte as the Company’s independent auditor for fiscal 2026. As a matter of good corporate governance, shareholders are being asked to ratify the Audit Committee’s appointment of the independent auditor.ü The Board recommends a vote FOR the ratification of the appointment of Deloitte.

PROPOSAL 3: Advisory Approval of Named Executive Officer 2025 Compensation

The Company’s executive compensation program is designed to create a direct linkage between shareholders’ interests and management, with incentives specifically tailored to the achievement of short-term and long-term goals.ü The Board recommends a vote FOR the Company’s 2025 Named Executive Officer compensation.

PROPOSAL 4: Approval of Amendments to our Code of Regulations

The Board has approved certain amendments to our Amended and Restated Code of Regulations ( the “Code of Regulations”) intended to improve and modernize the current Code of Regulations for current best governance practices, Ohio statutory updates, technological developments, and other matters. In accordance with SEC requirements, shareholders are being asked to separately approve each of the following amendments to the Code of Regulations: a.Revise and enhance the Company’s advance notice procedures;b.Modify the voting standard for approval of matters other than the election of directors; c.Expressly permit the issuance of uncertificated shares; d.Amend the provisions relating to director and officer indemnification and related matters; e.Authorize the Board to amend the Code of Regulations to the extent permitted by Ohio law; and f.Make certain other clarifying, technical and conforming changes. Because we consider each sub-proposal of this Proposal 4 not to be interrelated, the approval of each of the sub-proposals is not conditioned on the approval of the others. For additional information, see “Proposal 4 – Approval of Amendments to our Code of Regulations” below.ü The Board recommends a vote FOR each of the amendments to our Code of Regulations included in Proposal 4.

Business Overview – 2025 Highlights

Fiscal 2025 was a year of disciplined execution as we strengthened our business. We delivered three consecutive quarters of sequential improvement in the top-line rate of change across both net sales and comparable sales, and ended the year with fourth quarter net sales flat year-over-year, full-year gross margin rate expansion and lower operating expenses.

Some fiscal 2025 highlights included:

•Net sales decreased 3.9% to $2.9 billion.

•Total comparable sales decreased by 4.3%.

•Gross profit decreased to $1.26 billion as compared to $1.29 billion last year, while gross margin increased to 43.6% compared to 42.7% last year.

•Net loss attributable to Designer Brands Inc. was $8.4 million, or loss per diluted share of $0.17.

As we enter fiscal 2026, we remain focused on our strategic priorities, executing the initiatives within our control, and building on the improving trends and momentum. We believe this focus will drive continued improvement in both sales and profitability over the long-term.

Your Board of Directors

The following table provides summary information about each director currently serving on our Board. Our Board is divided into three classes, with each class to consist, as nearly as possible, of one-third of the total authorized number of directors. The Board is currently composed of four Class I directors, four Class II directors, and four Class III directors. Directors serve for three-year terms, with one class of directors elected by our shareholders at each annual meeting. All four of the Class I directors are standing for election at the 2026 Annual Meeting. Your Board recommends that you vote “FOR” the election of each of the four Class I director nominees. See “Proposal 1 – Election of Directors.”

Current Board Snapshot

Summary of Director Skills

Our directors bring to our Board a wide variety of skills, qualifications, experiences, and viewpoints that strengthen the Board’s ability to carry out its oversight role on behalf of our shareholders. The table below is a summary of some of the skills and experience that each director brings to the Board, and which we currently find to be relevant to our business. Because it is a summary, it does not include all of the skills, experience, and qualifications that each director offers, and the fact that a particular experience, skill, or qualification is not listed does not mean that a director does not possess it. All of our directors exhibit high integrity, an appreciation for a wide range of backgrounds, experiences, and viewpoints, innovative thinking, a proven record of success, and deep knowledge of corporate governance requirements and best practices.

Corporate Governance Highlights

The Board remains committed to strong corporate governance and the protection of long-term shareholder value. Please see “Other Director Information, Board Committees, and Corporate Governance Information” for a description of our corporate governance practices. Some of our corporate governance best practices include, but are not limited to:

•Separate chief executive officer (“CEO”) and executive chairman roles

•Two-thirds of the Board is currently composed of independent directors

•100% of committee members are independent

•Robust annual Board and committee evaluation process

•Annual say-on-pay vote

•Stock ownership guidelines for directors and the CEO

•Board risk oversight (including, without limitation, with respect to cybersecurity, artificial intelligence, and sustainability risks)

•Independent directors meet regularly without management present

•Anti-hedging and anti-pledging policy

•Code of Conduct for directors and employees (including executive officers)

•Annual review of committee charters and governance policies

2025 Shareholder Engagement

Engaging with our shareholders is critically important to our Board and management team. During fiscal 2025, we proactively communicated with the investment community and shareholders about our financial performance, operations, and strategic developments through quarterly earnings releases, investor presentations, and conference calls; in-person and telephonic meetings with investors and stakeholders; and our annual shareholders meeting that includes a Q&A session.

Sustainability, Social Impact, and Human Capital

At Designer Brands, we are putting our best foot forward toward a more sustainable and inclusive future for footwear – a future where we use fewer resources and do more to reduce waste and our impact on the planet.

With a long history of giving back to the communities in which we live, serve and work, we continuously strive to serve our neighbors, strengthen our communities, and provide support for those in the footwear industry.

Our investment in our people fosters a culture of belonging and empowering individual development and potential. We are passionate about our associates and continue our ongoing commitment to unity, inclusion and belonging, turning our values into action, and standing for the laces that tie us together.

Sustainability

We believe in the importance of helping to create a future where we use fewer resources and reduce our impact on the planet, making sustainable footwear more attainable. We are proud of our steps forward in this space, including the following achievements:•Since 2018, we have diverted over thirteen million shoes from landfills by collecting post-consumer shoes in connection with our partnership with Soles4Souls.•In fiscal 2025, we became a Candidate Member of Cascale, a global nonprofit alliance that develops sustainability standards for the consumer goods industry, allowing us to continue the expansion of our sourced factory participation in the Higg Facility Environmental Module Assessment.•In fiscal 2025, we continued a key partnership that has resulted in 80% of our shoeboxes having certified recycled and Forest Stewardship Council (FSC) certified content.•In fiscal 2025, we completed 40 store lighting retrofits to LED lighting. As of January 31, 2026, 63.5% of our stores operated with LED lighting.

Social Impact

In step with our long-time partner Soles4Souls, we are helping to create sustainable jobs and provide relief through the distribution of shoes and clothing around the world, while giving shoes a second life and keeping them out of landfills longer. Our efforts and accomplishments in this space include:•In partnership with Soles4Souls, we donated 1.9 million pairs of shoes in 2025 and have diverted more than thirteen million shoes from landfills since 2018 by collecting post‑consumer footwear.•Through point-of-sale donations, we have collected and donated over $5 million to Soles4Souls, including over $1 million in fiscal 2025.•In fiscal 2025, more than 40 Designer Brands associates participated in Soles4Souls Global Experience trips, where they met some of the inspiring recipients of our shoe donations and witnessed firsthand the full lifecycle and impact of the donation process.

Human Capital

Our associates are the heart and soul of everything we do. We aspire to be an exceptional place to work for our associates and continue our longstanding commitment to unity, inclusion and belonging. In fiscal 2025, Designer Brands achieved the following:•Received the Equality 100 Award earning the top score of 100 in the Human Rights Campaign (“HRC”) Foundation’s 2025-2026 Corporate Equality Index for the sixth year.•Continued to expand our We Belong associate training program to reinforce our value of We Belong and foster a more inclusive workplace.

Compensation Highlights and Say-on-Pay

Our executive compensation policies and practices reinforce our pay-for-performance philosophy and align with sound governance principles and shareholder interests. At the 2025 Annual Meeting of Shareholders, over 97% of the votes cast on the advisory say-on-pay vote on executive compensation were voted in favor of the proposal. We viewed the vote as a strong expression of our shareholders’ general satisfaction with the Company’s current executive compensation programs. We will continue to evaluate our executive compensation programs, taking into consideration shareholder feedback, including the results of this year’s say-on-pay vote.

Our Board recommends that shareholders vote to approve an advisory resolution on the compensation paid to the Company’s named executive officers (“NEOs”), as described in this Proxy Statement. For additional information regarding the compensation paid to the Company’s NEOs and our annual say-on-pay vote, see the Compensation Discussion and Analysis (“CD&A”) section of this Proxy Statement and “Proposal 3 – Advisory Vote on the Compensation of Named Executive Officers.”

Compensation Objectives

We aim to (i) attract and retain highly qualified, experienced executive officers who can make significant contributions to our long-term business success; (ii) reward executive officers for achieving business goals and delivering strong performance; and (iii) align executive officer incentives with shareholder value creation.

Strong Governance Standards and Best Practices

The Human Capital and Compensation Committee of our Board is fully engaged to respond to the dynamic business environment in which we operate. As discussed in the CD&A section of this Proxy Statement, the Human Capital and Compensation Committee:

•Adapts our compensation programs as needed to match the needs of our business and the industry in which we operate;

•Fosters long-term shareholder value creation and pay-for-performance alignment;

•Focuses on attracting and retaining the top talent that is crucial to our business;

•Mitigates undue compensation-related risks;

•Conducts an annual say-on-pay advisory vote; and

•Regularly engages with shareholders on executive compensation.

Pay for Performance

We pay for performance. To incentivize our executive team to achieve our short-term and long-term goals, we allocate total direct compensation, consisting of salary, short-term and long-term incentives, to achieve (and pay for) performance. To this end, the total direct compensation of our NEOs for fiscal 2025 was allocated as follows (at target) among pay elements: