O'Donnell Andrea 4

What Happened

• Andrea O'Donnell, EVP & Brands President of Designer Brands (DBI), converted/ exercised derivative awards into common shares and had shares withheld to cover tax liability on January 30, 2026. The Form 4 lists an acquisition of 39,997 shares at $0.00 (conversion/exercise of derivatives) and disposals including 22,725 shares withheld at $6.34 per share (payment of tax liability) for $144,077. The filing also shows disposals of 3,447 and 36,550 shares at $0.00 reported as derivative-related dispositions.

Key Details

• Transaction date: 2026-01-30; Form filed: 2026-02-03 (timely filing).
• Reported items:
  • Acquired 39,997 shares via exercise/conversion of derivatives at $0.00.
  • Withheld 22,725 shares to satisfy tax liability at $6.34 each = $144,077 (code F).
  • Disposed/surrendered 3,447 and 36,550 shares (derivative-related) at $0.00 (codes M).
• Post-transaction holdings: not specified in the materials provided.
• Footnotes: F1–F3 indicate these awards relate to restricted stock units (RSUs) and dividend equivalent rights; each RSU equals one share and vests one-third per year beginning on the first anniversary of grant. The $0.00 prices reflect conversion/settlement mechanics rather than open-market purchases.
• No indication this was part of a 10b5-1 plan; transactions appear tax/settlement-related rather than discretionary open-market sales.

Context

• These transactions are largely routine: converting RSUs/dividend-equivalent rights into shares and surrendering shares to cover tax withholding. The 22,725-share withholding is a tax-coverage action (not an open-market sale) and therefore should not be read as a straightforward bearish sale. Derivative/RSU conversions reported at $0.00 reflect the mechanics of award settlement, not a purchase price.