dsw-20260502

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 2, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from						to

Commission file number 001-32545


DESIGNER BRANDS INC.
(Exact name of registrant as specified in its charter)

Ohio

31-0746639

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

810 DSW Drive,

Columbus,

Ohio

43219

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (614) 237-7100

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Shares, without par value	DBI	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☑

Non-accelerated filer

☐

Smaller reporting company

☑

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No

Number of shares outstanding of each of the registrant's classes of common stock, as of June 2, 2026: 43,044,346 Class A common shares and 7,732,733 Class B common shares.

DESIGNER BRANDS INC.

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PART I	FINANCIAL INFORMATION
Item 1	Financial Statements	1
	Condensed Consolidated Statements of Operations	1
	Condensed Consolidated Statements of Comprehensive Income (Loss)	2
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Shareholders' Equity	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to the Condensed Consolidated Financial Statements	6
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4	Controls and Procedures	25
PART II	OTHER INFORMATION
Item 1	Legal Proceedings	25
Item 1A	Risk Factors	25
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3	Defaults Upon Senior Securities	26
Item 4	Mine Safety Disclosures	26
Item 5	Other Information	26
Item 6	Exhibits	27
	SIGNATURE	28

All references to "we," "us," "our," "Designer Brands Inc.," or the "Company" in this Quarterly Report on Form 10-Q for the quarter ended May 2, 2026 (this "Form 10-Q") mean Designer Brands Inc. and its subsidiaries.

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Cautionary Statement Regarding Forward-Looking Information for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

Certain statements in this Form 10-Q may constitute forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements reflect our current views with respect to, among other things, future events and financial performance. You can identify these forward-looking statements by the use of words such as "outlook," "could," "believes," "expects," "potential," "continues," "may," "will," "should," "would," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates," or the negative version of those words or other comparable words. Any forward-looking statements contained in this Form 10-Q are based upon current plans, estimates, expectations and assumptions relating to our operations, results of operations, financial condition, and liquidity. The inclusion of any forward-looking statements should not be regarded as a representation by us or any other person that the future plans, estimates, or expectations contemplated by us will be achieved. Such forward-looking statements are subject to numerous risks, uncertainties, and other factors, many of which are outside of our control, that may cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. In addition to those factors described under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (the "2025 Form 10-K") filed with the Securities and Exchange Commission (the "SEC") on March 30, 2026 and otherwise in our reports and filings with the SEC, there are a number of important factors that could cause actual results, performance, or achievements to differ materially from those discussed in forward-looking statements that include, but are not limited to, the following:

•uncertain general economic and financial conditions, including economic volatility and potential downturn or recession, supply chain disruptions, new or increased tariffs and other barriers to trade, tariff refunds, fluctuating interest rates, unemployment rates and inflationary pressures, and the related impacts to consumer discretionary spending, as well as our ability to plan for and respond to the impact of these conditions;

•our ability to anticipate and respond to rapidly changing consumer preferences, seasonality, customer expectations, and fashion trends;

•the impact on our consumer traffic and demand, our business operations, and the operations of our suppliers, as we experience unseasonable weather, climate change evolves, and the frequency and severity of weather events increases;

•our ability to execute our business strategies, including growing our Brand Portfolio segment, enhancing in-store and digital shopping experiences, integrating previously acquired businesses and brands, and meeting consumer demands;

•our ability to maintain strong relationships with our suppliers, vendors, licensors, and retailer customers;

•risks related to losses or disruptions associated with our distribution systems, including our distribution centers and stores, and payment processing services whether as a result of reliance on third-party providers or otherwise;

•our reliance on third parties to provide customer payment processing services;

•risks related to cyber security threats and privacy or data security breaches or the potential loss or disruption of our information technology ("IT") systems, or those of our vendors;

•risks related to the implementation of new or updated IT systems, including the use of artificial intelligence tools;

•our ability to protect our reputation and to maintain the brands we license;

•our reliance on our reward programs and marketing to drive traffic, sales, and customer loyalty;

•our ability to successfully integrate new hires or changes in leadership and retain our existing management team, and to continue to attract qualified new personnel;

•risks related to restrictions imposed by our senior secured asset-based revolving credit facility, as amended ("ABL Revolver"), and our senior secured term loan credit agreement, as amended ("Term Loan"), that could limit our ability to fund our operations;

•our competitiveness with respect to style, price, brand availability, shopping platforms, and customer service;

•risks related to our international operations and our reliance on foreign sources for merchandise;

•our ability to comply with laws and regulations, as well as other legal obligations;

•risks associated with climate change and other corporate responsibility issues; and

•uncertainties related to future legislation, regulatory reform, policy changes, or interpretive guidance on existing legislation.

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If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results, performance, or achievements may vary materially from what we have projected. Furthermore, new factors emerge from time to time, and it is not possible for management to predict all such factors, nor can management assess the impact of any such factor on the business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.

iii

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


(unaudited and in thousands, except per share amounts)	Three months ended
		May 2, 2026		May 3, 2025
Net sales		$	696,350	$	686,909
Cost of sales		(381,032)		(392,428)
Gross profit		315,318		294,481
Operating expenses		(299,209)		(301,862)
Income from equity investments		2,761		2,427
Impairment charges		—		(2,953)
Operating profit (loss)		18,870		(7,907)
Interest expense, net		(10,125)		(11,971)
Non-operating income (expenses), net		(5)		8
Income (loss) before income taxes and loss from equity investment		8,740		(19,870)
Income tax benefit (provision)		(4,805)		2,189
Loss from equity investment		(481)		—
Net income (loss)		3,454		(17,681)
Net income attributable to redeemable noncontrolling interest		(2,295)		(135)
Net income (loss) attributable to Designer Brands Inc.		$	1,159	$	(17,816)
Earnings (loss) per share attributable to Designer Brands Inc.:
Basic earnings (loss) per share		$	0.02	$	(0.37)
Diluted earnings (loss) per share		$	0.02	$	(0.37)
Weighted average shares used in per share calculations:
Basic shares		50,241		48,243
Diluted shares		55,920		48,243

The accompanying notes are an integral part of the condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)


(unaudited and in thousands)	Three months ended
		May 2, 2026		May 3, 2025
Net income (loss)		$	3,454	$	(17,681)
Other comprehensive income (loss) - Foreign currency translation gain (loss)		(107)		3,498



Comprehensive income (loss)		3,347		(14,183)
Comprehensive income attributable to redeemable noncontrolling interest		(2,295)		(135)
Comprehensive income (loss) attributable to Designer Brands Inc.		$	1,052	$	(14,318)

The accompanying notes are an integral part of the condensed consolidated financial statements.

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CONDENSED CONSOLIDATED BALANCE SHEETS


(unaudited and in thousands)	May 2, 2026		January 31, 2026		May 3, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	50,104	$	50,871	$	46,025
Receivables, net	77,725		61,716		57,941
Inventories	586,635		563,547		623,584
Prepaid expenses and other current assets	49,703		34,286		47,975
Total current assets	764,167		710,420		775,525
Property and equipment, net	209,164		213,291		230,559
Operating lease assets	673,681		675,648		719,749
Goodwill	130,830		130,837		130,714
Intangible assets, net	80,734		81,242		85,062
Deferred tax assets	34,693		35,882		50,801
Equity investments	56,733		56,260		54,862
Other assets	48,194		46,325		46,046
Total assets	$	1,998,196	$	1,949,905	$	2,093,318
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	236,278	$	236,195	$	261,787
Accrued expenses	202,398		178,430		187,808
Current maturities of long-term debt	6,750		6,750		6,750
Current operating lease liabilities	158,034		175,515		158,171
Total current liabilities	603,460		596,890		614,516
Long-term debt	468,521		428,206		516,192
Non-current operating lease liabilities	593,156		596,587		650,438
Other non-current liabilities	48,562		46,606		46,478
Total liabilities	1,713,699		1,668,289		1,827,624
Commitments and contingencies
Redeemable noncontrolling interest	3,571		1,616		2,212
Shareholders' equity:
Common shares paid in-capital, no par value	1,064,311		1,061,957		1,049,774
Treasury shares, at cost	(833,351)		(833,351)		(833,355)
Retained earnings	56,062		57,383		54,616
Accumulated other comprehensive loss	(6,096)		(5,989)		(7,553)
Total shareholders' equity	280,926		280,000		263,482
Total liabilities, redeemable noncontrolling interest, and shareholders' equity	$	1,998,196	$	1,949,905	$	2,093,318

The accompanying notes are an integral part of the condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY


	Number of Shares			Amounts
(unaudited and in thousands, except per share amounts)	Class A Common Shares	Class B Common Shares	Treasury Shares	Common Shares Paid in Capital		Treasury Shares		Retained Earnings		Accumulated Other Comprehensive Loss		Total

















Three months ended May 2, 2026
Balance, January 31, 2026	42,062	7,733	52,902	$	1,061,957	$	(833,351)	$	57,383	$	(5,989)	$	280,000
Net income attributable to Designer Brands Inc.	—	—	—	—		—		1,159		—		1,159
Stock-based compensation activity	958	—	—	2,354		—		—		—		2,354

Dividends ($0.05 per share)	—	—	—	—		—		(2,480)		—		(2,480)
Foreign currency translation adjustment	—	—	—	—		—		—		(107)		(107)

Balance, May 2, 2026	43,020	7,733	52,902	$	1,064,311	$	(833,351)	$	56,062	$	(6,096)	$	280,926
Three months ended May 3, 2025
Balance, February 1, 2025	40,211	7,733	52,902	$	1,045,002	$	(833,355)	$	74,829	$	(11,051)	$	275,425
Net loss attributable to Designer Brands Inc.	—	—	—	—		—		(17,816)		—		(17,816)
Stock-based compensation activity	689	—	—	4,772		—		—		—		4,772

Dividends ($0.05 per share)	—	—	—	—		—		(2,397)		—		(2,397)
Foreign currency translation adjustment	—	—	—	—		—		—		3,498		3,498
Balance, May 3, 2025	40,900	7,733	52,902	$	1,049,774	$	(833,355)	$	54,616	$	(7,553)	$	263,482

The accompanying notes are an integral part of the condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Three months ended
(unaudited and in thousands)	May 2, 2026		May 3, 2025
Cash flows from operating activities:
Net income (loss)	$	3,454	$	(17,681)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	14,380		14,796
Stock-based compensation expense	6,468		6,103
Deferred income taxes	1,189		(7,710)
Income from equity investments	(2,280)		(2,427)
Distributions received from equity investments	1,799		4,326
Impairment charges	—		2,953
Other	266		(425)
Change in operating assets and liabilities:
Receivables	(16,014)		(5,898)

Inventories	(23,037)		(21,447)
Prepaid expenses and other current assets	(13,625)		(6,102)
Accounts payable	186		(7,880)
Accrued expenses	24,096		26,700
Operating lease assets and liabilities, net	(18,915)		(5,674)
Net cash used in operating activities	(22,033)		(20,366)
Cash flows from investing activities-
Cash paid for property and equipment	(9,869)		(7,229)






Net cash used in investing activities	(9,869)		(7,229)
Cash flows from financing activities:
Borrowing on revolving credit facility	237,877		301,338
Payments on revolving credit facility	(196,284)		(268,173)

Payments for borrowings under Term Loan	(1,687)		(1,688)


Payments of debt issuance costs	(3,186)		—

Dividends paid	(2,480)

SEC Form 10-Q filed by Designer Brands Inc.