Form SCHEDULE 13D/A Designer Brands Inc. Filed by: Stone House Capital Management, LLC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Designer Brands Inc. (Name of Issuer) |
Class A Common Shares, without par value (Title of Class of Securities) |
(CUSIP Number) |
MARK COHEN STONE HOUSE CAPITAL MANAGEMENT, LLC, 1019 Kane Concourse, Suite 202 Bay Harbor Islands, FL, 33154 212-543-1500 STEVE WOLOSKY & IAN ENGORON OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/15/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Stone House Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
7,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
16.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person:
Based upon 43,390,683 Shares outstanding as of September 3, 2026, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 10, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
SH Capital Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
7,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Based upon 43,390,683 Shares outstanding as of September 3, 2026, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 10, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Cohen Mark A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
7,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
16.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
Based upon 43,390,683 Shares outstanding as of September 3, 2026, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 10, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Shares, without par value | |
| (b) | Name of Issuer:
Designer Brands Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
810 DSW DRIVE, COLUMBUS,
OHIO
, 43219. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D is jointly filed by and on behalf of each of the Reporting Persons to amend the Schedule 13D related to the shares of Class A Common Shares, without par value (the "Shares") of Designer Brands Inc., an Ohio corporation (the "Issuer"), initially filed with the U.S. Securities and Exchange Commission on June 11, 2026 (the "Schedule 13D"). Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended to add the following:
The Reporting Persons are pleased that management provided additional disclosure regarding Topo Athletic ("Topo") during the recent earnings call on September 10, 2026, including that Topo is on track to generate more than $100 million of revenue in 2027.
Attached hereto as Exhibit 99.1 is a presentation (the "Presentation"), which is incorporated herein by reference, summarizing the Reporting Persons' views regarding Topo and its potential to create significant long-term value. As set forth in the Presentation, given Topo's substantial runway for growth and increasing awareness and adoption within the running community, the Reporting Persons believe Topo has the potential to become the Issuer's largest driver of value creation over time.
The Reporting Persons continue to believe that the Shares are significantly undervalued and look forward to maintaining an open and constructive dialogue with management and the Board regarding opportunities to maximize value for all of the Issuer's stockholders. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following exhibit:
99.1 - The Presentation, dated September 15, 2026. | ||
| SIGNATURE | |
After reasonable 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.
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ATTACHMENTS / EXHIBITS