DBI Designer Brands Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 4)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

DESIGNER BRANDS INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Common Stock, no par value

(Title of Class of Securities)

250565108

(CUSIP Number of Class of Securities)

Designer Brands Inc.

Attention: Michelle Krall, Esq.

Chief Legal Officer and Corporate Secretary

Designer Brands Inc.

810 DSW Drive

Columbus, Ohio 43219

(614) 237-7100

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

Copy to:

Erin E. Martin, Esq.

Celia A. Soehner, Esq.

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, New York 10178

(212) 309-6000

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☒

Introductory Statement

This Amendment No. 4 (“Amendment No. 4”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “Commission”) by Designer Brands Inc., an Ohio corporation (“DBI” or the “Company”), on June 8, 2023 (the “Original Schedule TO”), as amended and supplemented by the Amendment No. 1 to the Tender Offer Statement, filed with the Commission on June 23, 2023 (“Amendment No. 1”), the Amendment No. 2 to the Tender Offer Statement, filed with the Commission on June 27, 2023 (“Amendment No. 2”), and the Amendment No. 3 to the Tender Offer Statement, filed with the Commission on July 10, 2023 (“Amendment No. 4,” and together with the Original Schedule TO, Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 4, the “Schedule TO”) in connection with the offer by the Company to purchase for cash up to $100,000,000 in value of shares of its Class A Common Shares, without par value (the “Shares”) at a price not greater than $10.00 nor less than $8.50 per Share to the seller in cash, less any applicable withholding taxes and without interest.

The Company’s tender offer (the “Offer”), which expired at 12:00 Midnight, ET, at the end of the day on July 7, 2023, was made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 8, 2023, and previously filed as Exhibit (a)(1)(A) to the Original Schedule TO (the “Original Offer to Purchase”) as amended and supplemented by the Amendment No. 1 and the Supplement to Offer to Purchase, dated June 23, 2023 and filed as Exhibit (a)(1)(G) to Amendment No. 1 (the “Supplement” and, together with the Original Offer to Purchase, the “Offer to Purchase”), the related Amended Letter of Transmittal, dated June 23, 2023, a copy of which is filed as Exhibit (a)(1)(H) to Amendment No. 1 (the “Amended Letter of Transmittal,”), and in the Instruction Form, a copy of which is filed as Exhibit (a)(1)(L) to Amendment No. 2 (together with the Offer to Purchase and the Amended Letter of Transmittal, the “Offer Documents”).

Only those items amended or supplemented are reported in this Amendment No. 4. Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase and the other Offer Documents that constitute part of the Offer remain unchanged.

Item 11 is hereby amended and supplemented as follows:

On July 12, 2023, the Company issued a press release announcing the final results of the Offer, which expired at 12:00 Midnight, ET, at the end of the day on July 7, 2023. A copy of such press release is filed as Exhibit (a)(9) to this Amendment No. 4 and is incorporated herein by reference.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following Exhibit:

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 12, 2023

Exhibit Index

Exhibit (a)(9)

Designer Brands Inc. Announces Final Results of Modified Dutch Auction Tender Offer

COLUMBUS, Ohio, July 12, 2023—Designer Brands Inc. (NYSE: DBI) (the “Company”), one of the world’s largest designers, producers, and retailers of footwear and accessories, today announced final results of its “modified Dutch auction” tender offer which expired at 12:00 Midnight, ET, at the end of the day on July 7, 2023.

Based on the final count by Computershare Trust Company, N.A., the depositary for the tender offer (the “Depositary”), a total of 1,470,832 shares of the Company’s Class A Common Shares, without par value (each, a “Share”), were properly tendered and not properly withdrawn at or below a purchase price of $10.00 per Share.

In accordance with the terms and conditions of the tender offer, the Company accepted for purchase an aggregate 1,470,832 Shares, representing approximately 2.5% of the total number of Shares outstanding, or 2.2% of the total number of Shares outstanding assuming the conversion of all shares of the Company’s Class B Common Shares into Shares, as of July 6, 2023, at a purchase price of $10.00 per Share, for an aggregate cost of $14,708,320 excluding fees and expenses relating to the tender offer. As the Company accepted for purchase all of the Shares which were properly tendered and not properly withdrawn at a price at or below $10.00 there is no proration factor. The Depositary has paid for all of the Shares accepted for purchase. Payment for the Shares purchased was made in cash, less any applicable withholding taxes and without interest.

BofA Securities, Inc. and BMO Capital Markets Corp. acted as dealer managers for the tender offer and Georgeson, LLC acted as information agent for the tender offer. Shareholders who have questions or would like additional information about the tender offer may contact Georgeson toll-free at (888) 206-5896 banks and brokers may call Georgeson at (888) 206-5896, BofA Securities, Inc. at (888) 803-9655 or BMO Capital Markets Corp. at (212) 702-1101.

About Designer Brands Inc.

Designer Brands is one of the world’s largest designers, producers, and retailers of the most recognizable footwear brands and accessories, transforming and defining the footwear industry through a mission of inspiring self-expression. With a diversified, world-class portfolio of coveted brands, including Keds, Lucky Brand, Crown Vintage, Vince Camuto, Topo Athletic, Jessica Simpson, Le Tigre and others, Designer Brands designs and produces on-trend footwear and accessories for all of life’s occasions delivered to the consumer through a robust direct-to-consumer omni-channel infrastructure and powerful national wholesale distribution. Powered by a billion-dollar digital commerce business across multiple domains and nearly 640 DSW Designer Shoe Warehouse and The Shoe Company stores in North America, Designer Brands delivers current, in-line footwear and accessories from the largest national brands in the industry and holds leading market share positions in key product categories across Women’s, Men’s and Kids’. Designer Brands also distributes its brands internationally through select wholesale and distributor relationships while also leveraging design and sourcing expertise to build private label product for national retailers. Designer Brands is committed to being a difference maker in the world, taking steps forward to advance diversity, equity, and inclusion in the footwear industry and supporting a global community and the health of the planet by donating more than seven million pairs of shoes to the global non-profit Soles4Souls. To learn more, visit www.designerbrands.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Certain statements in this press release, other than statements of historical fact, constitute forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by the use of forward-looking 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. These statements are based on the Company’s current views and expectations and involve known and unknown risks, uncertainties, and other factors, including those included in the Company’s latest Annual Report on Form 10-K or other reports filed or made with the Securities and Exchange Commission, 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. All forward-looking statements speak only as of the time when made. The Company undertakes no obligation to update or revise the forward-looking statements included in this press release to reflect any future events or circumstances.

For further information: Edelman Smithfield for Designer Brands, DesignerBrandsIR@edelman.com