Designer Brands Inc.

RULE 10B5-1 TRADING PLANS

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

AMENDED AND RESTATED CODE OF REGULATIONS

On June 17, 2026, at the Company's Annual Meeting of Shareholders (the "Annual Meeting"), the Company's shareholders approved certain amendments to the Company's Amended and Restated Code of Regulations (as further amended and restated, the "Code"), which were effective immediately following the Annual Meeting. Among other things, the amendments to the Code enhanced the procedural mechanics and disclosure requirements relating to advance notice of director nominations made by shareholders. More specifically, the new requirements include the following, among other provisions: (i) requiring greater information regarding the proposing shareholder (or associated persons), including with respect to their share ownership, potential conflicts of interests and/or legal proceedings; (ii) requiring the proposing shareholder to comply with the universal proxy rules and to provide reasonable evidence thereof prior to the shareholder meeting; (iii) adopting changes to augment the information provided about potential director nominees, including such nominee's share ownership, details as to potential conflicts of interests, including whether the proposed nominee has served as an officer or director of any competitor of the Company, requiring the nominee to complete a questionnaire and provide certain other information to the Company, and certification that the information provided by the nominee is accurate; and (iv) requiring updated notices so that any nomination is accurate as of the applicable shareholder meeting record date and as of 10 business days prior to the applicable shareholder meeting date. The amendments also require proposing shareholders presenting a director nominee to provide written notice of such proposal or nominee to the Secretary of the Company no later than the close of business on the 90 th day and no earlier than the close of business on the 120 th day prior to the one-year anniversary of the preceding year's annual meeting of shareholders.