Designer Brands (DBI) risk factors, FY2026 10-K

Designer Brands's FY2026 10-K, filed Mar 30, 2026, lists 23 risk factors in 4 groups. Against the prior year's 17: 6 new, 7 substantially reworded.

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Risk factors listed
234 groups
New this year
6vs 17 last year
Dropped
0since the prior 10-K
Substantially reworded
7of those kept
Section length
9k wordsItem 1A

What the changes say

  • Tariff policy changes and U.S. Supreme Court IEEPA rulings introduced cost uncertainties.
  • VIP membership dropped to 30.0 million, though generating 89% of retail sales.
  • Artificial intelligence tools and payment processing risks were added.

What changed since the prior 10-K

New

  • NewRISKS RELATING TO MACROECONOMIC AND INDUSTRY CONDITIONS

    Changes to U.S. tariff policies could have a material adverse effect on our business, results of operations, and liquidity

    U.S. tariff increases following the January 2025 inauguration, the Supreme Court's February 2026 IEEPA invalidation, and a new 10% Section 122 tariff surcharge created cost structure uncertainty.

  • NewRISKS RELATING TO OUR BUSINESS AND OPERATIONS

    be forced to increase markdowns in relation to slow-moving merchandise, either of which could have a material adverse effect on our business

    Impaired supplier relationships could prevent us from obtaining merchandise assortments at attractive prices or lead to slow-moving inventory markdowns.

  • NewRISKS RELATING TO OUR BUSINESS AND OPERATIONS

    We are subject to customer payment-related risks that could decrease our net sales, increase our operating costs, expose us to fraud or theft, subject us to potential liability, and potentially disrupt our business

    Accepting customer payments via credit cards, buy now pay later, and digital wallets exposes us to rising fees, regulatory compliance burdens, and third-party processing risks.

  • NewRISKS RELATING TO OUR BUSINESS AND OPERATIONS

    verification and payment processing providers, also regularly have access to customer data. Additionally, we maintain other confidential, proprietary, or otherwise sensitive information relating to our business and third parties

    IT network vulnerabilities and third-party vendor access could result in cyberattacks, data breaches, system shutdowns, and the loss of sensitive customer or proprietary data.

  • NewRISKS RELATING TO OUR BUSINESS AND OPERATIONS

    We are exposed to risks related to the use of artificial intelligence tools or other new technologies by us and others

    Using artificial intelligence tools and new technologies risks competitive disadvantage, integration costs, and flaws from biased algorithms or training data.

  • NewRISKS RELATING TO EXTERNAL FACTORS

    foreign countries, any of these events could result in our failure to obtain merchandise in a timely manner, which ultimately could have a material adverse effect on our business, financial condition, or results of operations

    Supplier violations of labor or other laws in foreign countries could result in delayed merchandise delivery and hurt our business operations.

Reworded

  • 76% rewrittenRISKS RELATING TO OUR BUSINESS AND OPERATIONS

    We may be unable to anticipate and respond to rapidly changing consumer preferences, customer expectations, and fashion trends, which could have a material adverse effect on our business

    Added popular styles alongside popular brands as a factor affecting our ability to maintain the proper product mix.

  • 75% rewrittenRISKS RELATING TO MACROECONOMIC AND INDUSTRY CONDITIONS

    A downturn in global economic conditions or a decline in consumer confidence in the economy has adversely affected discretionary consumer spending and may continue to do so, which has impacted, and likely will continue to impact, our business

    Updated economic risk factors to explicitly cite uncertain tariff and trade policies, volatile stock market indices, and geopolitical instability.

  • 75% rewrittenRISKS RELATING TO OUR BUSINESS AND OPERATIONS

    The loss or disruption of IT services and other third-party services could affect our operations and have a material adverse effect on our business

    Refined IT system performance requirements by removing the reference to capital resource strain from keeping systems operating at peak performance.

    Was: The loss or disruption of IT services could affect our operations and have a material adverse effect on our business

  • 55% rewrittenRISKS RELATING TO EXTERNAL FACTORS

    Our international operations and reliance on foreign-sourced merchandise exposes us to risks associated with international matters

    Removed explicit mention of key international operations in Canada and China, broadening the risk to foreign-sourced merchandise in general.

  • 28% rewrittenRISKS RELATING TO OUR BUSINESS AND OPERATIONS

    We are dependent on our retail customer reward programs and marketing to drive traffic, sales, and loyalty, and any decrease in membership or purchases from members could have a material adverse effect on our business

    Updated VIP reward program metrics to 30.0 million members as of January 31, 2026, generating approximately 89% of retail segment net sales in fiscal 2025.

    Was: We are dependent on our customer retail reward programs and marketing to drive traffic, sales, and loyalty, and any decrease in membership or purchases from members could have a material adverse effect on our business

  • 23% rewrittenRISKS RELATING TO OUR BUSINESS AND OPERATIONS

    Our ABL Revolver and Term Loan contain restrictions that could limit our ability to fund operations, which could adversely affect our business

    Retained existing ABL Revolver and Term Loan restrictions with unchanged borrowing base and fixed charge coverage ratio terms.

  • 22% rewrittenRISKS RELATING TO OUR BUSINESS AND OPERATIONS

    Our failure to protect the value of our banners, exclusive and licensed brands, or our reputation could have a material adverse effect on our brands

    Replaced references to Owned Brands with exclusive and licensed brands when discussing reputation and recognition of our product banners.

    Was: Our failure to protect the value of our banners, Owned Brands, or our reputation could have a material adverse effect on our brands

All 23 risk factors

Headings as the filing states them, in filing order.

RISKS RELATING TO MACROECONOMIC AND INDUSTRY CONDITIONS

  1. 01A downturn in global economic conditions or a decline in consumer confidence in the economy has adversely affected discretionary consumer spending and may continue to do so, which has impacted, and likely will continue to impact, our business75% rewritten
  2. 02Changes to U.S. tariff policies could have a material adverse effect on our business, results of operations, and liquidityNew
  3. 03We may be unable to compete in the highly competitive footwear market, which could have a material adverse effect on our business

RISKS RELATING TO OUR BUSINESS AND OPERATIONS

  1. 04We may be unable to anticipate and respond to rapidly changing consumer preferences, customer expectations, and fashion trends, which could have a material adverse effect on our business76% rewritten
  2. 05be forced to increase markdowns in relation to slow-moving merchandise, either of which could have a material adverse effect on our businessNew
  3. 06Losses or disruptions associated with our distribution systems, including our distribution centers and stores, could have a material adverse effect on our business and operations
  4. 07We are subject to customer payment-related risks that could decrease our net sales, increase our operating costs, expose us to fraud or theft, subject us to potential liability, and potentially disrupt our businessNew
  5. 08The loss or disruption of IT services and other third-party services could affect our operations and have a material adverse effect on our business75% rewritten
  6. 09verification and payment processing providers, also regularly have access to customer data. Additionally, we maintain other confidential, proprietary, or otherwise sensitive information relating to our business and third partiesNew
  7. 10We are exposed to risks related to the use of artificial intelligence tools or other new technologies by us and othersNew
  8. 11Our failure to protect the value of our banners, exclusive and licensed brands, or our reputation could have a material adverse effect on our brands22% rewritten
  9. 12We are dependent on our retail customer reward programs and marketing to drive traffic, sales, and loyalty, and any decrease in membership or purchases from members could have a material adverse effect on our business28% rewritten
  10. 13Future acquisitions of and investments in new businesses and brands and other growth strategies could disrupt our ongoing business and adversely impact our financial condition and results of operations
  11. 14Our failure to retain our existing senior management team or continue to attract qualified new personnel could have a material adverse effect on our business
  12. 15Our failure to retain existing and secure new store locations under acceptable lease terms could have a material adverse effect on our business
  13. 16Our ABL Revolver and Term Loan contain restrictions that could limit our ability to fund operations, which could adversely affect our business23% rewritten

RISKS RELATING TO EXTERNAL FACTORS

  1. 17Our international operations and reliance on foreign-sourced merchandise exposes us to risks associated with international matters55% rewritten
  2. 18foreign countries, any of these events could result in our failure to obtain merchandise in a timely manner, which ultimately could have a material adverse effect on our business, financial condition, or results of operationsNew
  3. 19Compliance with laws or changes in existing or new laws and regulations or regulatory enforcement priorities could adversely affect our business. Our failure to comply with applicable laws and regulations could have a material adverse effect on our business
  4. 20Extreme or unseasonable weather conditions in locations where we and our vendors operate could have a material adverse effect on our business

RISKS RELATING TO OUR COMMON SHARES

  1. 21Our amended and restated articles of incorporation, amended and restated code of regulations, and Ohio state law contain provisions that may have the effect of delaying or preventing a change in control of the Company. This could adversely affect the value of our Class A common shares
  2. 22Entities owned by or controlled by Jay L. Schottenstein, the Executive Chairman of our Board, and members of his family (the "Schottenstein Affiliates") directly control or substantially influence the outcome of matters submitted for shareholder votes, and their interests may differ from other shareholders
  3. 23We do not expect a trading market for the Company's Class B common shares to develop and, therefore, any investment in the Company's Class B common shares may be effectively illiquid, unless such shares are converted into the Company's Class A common shares

Other Designer Brands 10-Ks

  • FY2025 10-K risk factors
    17 risks

    Designer Brands faces intense competition in the footwear market and must adapt to rapid fashion trends. Sourcing merchandise internationally in places like China exposes the company to global supply risks. Controlling shareholder Jay L. Schottenstein and affiliates hold 67 percent of combined voting power through Class B shares.

    Filed Mar 24, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.