DBI on NYSE

Designer Brands

Logo: Designer Brands, Public domain, via Wikimedia Commons5

American shoe and accessory retailer

Designer Brands Inc. is an American company that sells designer and name brand shoes and fashion accessories. It owns the Designer Shoe Warehouse (DSW) store chain, and operates over 500 stores in the United States and an e-commerce website. The company also owns private-label footwear brands including Audrey Brooke, Kelly & Katie, Lulu Townsend, and Poppie Jones.3 Its shares trade on NYSE under the symbol DBI.1 Wikipedia text CC BY-SA 4.0

Price unavailable

Last updated Oct 21, 2026.

Overview

$2.9BRevenue, fiscal 20266
-$8.4MNet income, fiscal 20266
Jan 20, 1969Founded1

Compare with Genesco, Boot Barn Holdings, Inc. or Shoe Carnival, or pick any stock.

  • TickerDBI on NYSE1
  • Industryretail1
  • HeadquartersColumbus1
  • Websitewww.designerbrands.com
  • Incorporated inOH7
  • Business address810 Dsw Drive, Columbus, Oh 432197
  • Filer categoryAccelerated filer, Smaller reporting company7
  • Legal formCorporation (For-Profit)4
  • LEI549300X8J6FI8PPRK8594
  • StatusInactive4
  • LEI statusRetired4
  • Registered addressC/O CSC-Lawyers Incorporating Service (Corporation Service Company), 43215 Columbus, United States4
  • Registered withCorporation Database (Ohio Secretary of State), 11119434

Designer Brands Inc. is an American company that sells designer and name brand shoes and fashion accessories. It owns the Designer Shoe Warehouse (DSW) store chain, and operates over 500 stores in the United States and an e-commerce website.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2026

43.6%Gross margin6
1.7%Operating margin6
-0.3%Net margin6
-3.9%Revenue growth, 20266
-3.0%Return on equity6
1.52×Debt to equity6
$78.3MFree cash flow6

Where the money goes

Where each dollar of revenue went, fiscal 2026

  • Selling, general and admin42¢$1.2B
  • Other costs58¢$1.7B
  • Income tax0¢$7.0M

Out of $2.9B in revenue.6 The company lost money this year.

Where each dollar of operating cash went, fiscal 2026

  • Capital spending29¢$31.6M
  • Dividends paid9¢$9.7M
  • Kept or used elsewhere62¢$68.6M

Out of $109.9M of cash from operations.6

Financial statements

Revenue9101112136$2.9B in 2026−9% since 2019
0$1.0B$2.0B$3.0B$4.0B2019: $3.2B$3.2B20192020: $3.5B$3.5B2020+10%2021: $2.2B$2.2B2021−36%2022: $3.2B$3.2B2022+43%2023: $3.3B$3.3B2023+4%2024: $3.1B$3.1B2024−7%2025: $3.0B$3.0B2025−2%2026: $2.9B$2.9B2026−4%
Gross profit9101112136$1.3B in 2026+34% since 2019
0$500.0M$1.0B$1.5B2019: $938.7M$938.7M20192020: $999.7M$999.7M2020+6%2021: $311.2M$311.2M2021−69%2022: $1.1B$1.1B2022+243%2023: $1.5B$1.5B2023+36%2024: $1.3B$1.3B2024−9%2025: $1.3B$1.3B2025−3%2026: $1.3B$1.3B2026−2%
Operating income9101112136$47.8M in 2026−19% since 2019
-$600.0M-$400.0M-$200.0M0$200.0M$400.0M2019: $59.0M$59.0M20192020: $127.3M$127.3M2020+116%2021: -$586.3M-$586.3M20212022: $205.2M$205.2M20222023: $187.4M$187.4M2023−9%2024: $72.4M$72.4M2024−61%2025: $34.9M$34.9M2025−52%2026: $47.8M$47.8M2026+37%
Net income9101112136-$8.4M in 2026−59% since 2019
-$600.0M-$400.0M-$200.0M0$200.0M2019: -$20.5M-$20.5M20192020: $94.5M$94.5M20202021: -$488.7M-$488.7M20212022: $154.5M$154.5M20222023: $162.7M$162.7M2023+5%2024: $29.1M$29.1M2024−82%2025: -$10.5M-$10.5M20252026: -$8.4M-$8.4M2026−21%
Fiscal year20192020202120222023202420252026
Revenue$3.2B9$3.5B10$2.2B11$3.2B12$3.3B13$3.1B6$3.0B6$2.9B6
Cost of revenue
Gross profit$938.7M9$999.7M10$311.2M11$1.1B12$1.5B13$1.3B6$1.3B6$1.3B6
Selling, general and admin$820.2M9$874.7M10$753.3M11$870.7M12$1.3B13$1.3B6$1.2B6$1.2B6
Operating income$59.0M9$127.3M10-$586.3M11$205.2M12$187.4M13$72.4M6$34.9M6$47.8M6
Interest$2.4M9$8.9M10$24.0M11$32.2M12$15.1M12$33.0M12
Income before tax$173.0M12$159.5M13$40.2M6-$10.7M6$2.2M6
Income tax$29.8M9$25.3M10-$119.9M11$18.5M12-$3.1M13$11.0M6-$755.0K6$7.0M6
Net income-$20.5M9$94.5M10-$488.7M11$154.5M12$162.7M13$29.1M6-$10.5M6-$8.4M6
Earnings per share-$0.269$1.2810-$6.7711$2.1212$2.4113$0.476-$0.206-$0.176
Earnings per share (diluted)-$0.269$1.2710-$6.7711$2.0012$2.2613$0.466-$0.206-$0.176
Shares (weighted, basic)73.0M shares1267.6M shares1361.3M shares653.7M shares649.1M shares6
Shares (weighted, diluted)77.3M shares1272.1M shares1363.4M shares653.7M shares649.1M shares6

Compare Designer Brands with another company

Corporate structure

Designer Brands sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Designer Brands

  • Designer Brands Columbus, Ohio, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Designer Brands reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Land$1.1M13 Feb 1, 2025$1.1M13 Feb 3, 20240%
Buildings and improvements$12.5M13 Feb 1, 2025$12.5M13 Feb 3, 20240%
Furniture and fixtures$463.1M13 Feb 1, 2025$455.9M13 Feb 3, 2024+1.6%
Computer equipment and software$203.4M13 Feb 1, 2025$232.1M13 Feb 3, 2024−12.4%
Leasehold improvements$457.8M13 Feb 1, 2025$447.7M13 Feb 3, 2024+2.3%
Construction in progress$11.2M13 Feb 1, 2025$10.5M13 Feb 3, 2024+6.5%
Property and equipment, before depreciation$1.1B13 Feb 1, 2025$1.2B13 Feb 3, 2024−0.9%
Accumulated depreciation$940.9M13 Feb 1, 2025$939.9M13 Feb 3, 2024+0.1%
Property and equipment, net$208.2M13 Feb 1, 2025$219.9M13 Feb 3, 2024−5.3%
Finance-lease assets$29.5M6 Jan 31, 2026$06 Feb 1, 2025
Operating-lease assets (leased space)$675.6M6 Jan 31, 2026$701.6M6 Feb 1, 2025−3.7%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$50.9M6 Jan 31, 2026$44.8M6 Feb 1, 2025+13.7%
Stakes in other companies (equity method)$56.3M6 Jan 31, 2026$56.8M6 Feb 1, 2025−0.9%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$130.8M6 Jan 31, 2026$130.4M6 Feb 1, 2025+0.3%
Intangible assets, net (excluding goodwill)$81.2M6 Jan 31, 2026$84.6M6 Feb 1, 2025−4.0%
Trademarks and trade names (indefinite-lived)$64.0M6 Jan 31, 2026$65.4M6 Feb 1, 2025−2.2%
Accumulated amortization$9.0M6 Jan 31, 2026$7.0M6 Feb 1, 2025+29.0%

Inventory

ItemLatestA year beforeChange
Inventory, total$563.5M6 Jan 31, 2026$599.8M6 Feb 1, 2025−6.0%

Properties, in its own words

The following table summarizes the location and general use of our principal properties as of January 31, 2026 that we consider to be material to our business and that we believe will meet our operational needs for the foreseeable future:

Facility · Location · Owned/Leased · Segment · Approximate Square Feet

The rest of Item 2

Principal corporate office · Columbus, Ohio · Owned · Corporate and Retail · 178,000

Distribution centers:

Midwest Logistics Center · Columbus, Ohio · Owned · Retail · 625,000

East Coast Logistics Center · Westampton, New Jersey · Leased · Retail and Brand Portfolio · 683,000

West Coast Logistics Center · Glendale, Arizona · Leased · Retail · 276,000

Retail stores · 665 various North American locations · Leased · Retail · 10,922,000

Primary foreign sourcing office · Dongguan, China · Leased · Brand Portfolio · 102,000

Item 2 of the 10-K filed Mar 30, 2026.19

The story

The company was founded in 1969 as Shonac Corporation, as the shoe licensee for Value City. In July 1991, the company opened its first store, which was in Dublin, Ohio. In 1998, the company was acquired by Value City. By 1999, the company had 48 stores.

In December 2004, the company was acquired by Retail Ventures, an affiliate. In March 2005, the company experienced massive data theft, including customer data from 1.4 million credit card transactions. In June 2005, the company became a public company via an initial public offering. In April 2008, the company launched its e-commerce website.

In 2011, the company acquired Retail Ventures, its largest shareholder. In 2014, the company acquired 44% of Town Shoes, a chain of Canadian shoe stores, and entered into a licensing agreement for the DSW name. In February 2016, the company acquired Ebuys for $62.5 million. In July 2016, the company added shoes for children to its inventory. In August 2016, the company entered into a franchising agreement with Apparel Brands to open DSW stores in the Middle East.

In March 2017, the company reached a deal with Under Armour to carry Under Armour shoes in DSW stores. In June 2017, the company opened a store in Oman, its first store in the Middle East. In May 2018, the company acquired the remaining shares of Town Shoes to obtain complete ownership of the company.

In February 2019, the company announced an addition of nail salons to 5 stores, after testing the concept in 2 stores in Columbus, Ohio. In March 2019, DSW rebranded their corporate name to Designer Brands. The company also changed its ticker symbol on the NYSE from "DSW" to "DBI" effective April 2, 2019.

Entertainer Jennifer Lopez collaborated with the brand to launch the March 2020 line. When the chain closed all its retail stores due to the COVID-19 pandemic, and fashion trends shifted as a result of the increase in remote work, the line was redesigned to include sneakers and comfort shoes.

From Wikipedia’s article on Designer Brands, shared under CC BY-SA 4.0.8

Leadership

Who has led Designer Brands, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (37)

Former names

  • Designer Brands Inc.Mar 19, 2019 to Oct 9, 20267
  • DSW Inc.Mar 14, 2005 to Mar 15, 20197

Timeline

  1. Sep 10, 20268-K Results of operations; Other events72
  2. Jun 18, 20268-K Bylaws or fiscal year changed; Shareholder vote73
  3. Jun 11, 20268-K Other events74
  4. Jun 9, 20268-K Results of operations75
  5. Mar 26, 20268-K Results of operations76
  6. Mar 13, 20268-K Other events77
  7. Mar 4, 20268-K Entered a material agreement; New debt or obligation78
  8. Feb 11, 20268-K Executive or director change; Regulation FD disclosure79
  9. Feb 9, 20268-K Other events80
  10. Jan 30, 20268-K Executive or director change81
  11. Jan 29, 20268-K Other events82
  12. Dec 9, 20258-K Results of operations83
  13. Apr 18, 2023New chief executive Douglas M. Howe becomes CEO20
  14. Mar 15, 2019New chief executive Simon R. Nankervis becomes CEO21
  15. Mar 15, 2016New chief executive Roger Rawlins becomes CEO22
  16. May 1, 2009New chief executive Michael R. Macdonald becomes CEO23
  17. Sep 11, 2006New chief executive Jay L. Schottenstein becomes CEO24
  18. Jan 20, 1969Founded Founded1

Calendar

Coming up

  1. Dec 8, 2026Reports results for the quarter ending Oct/2026 A year earlier it reported $0.38 a share, on Dec 9, 2025.84

When it reported results

  1. Sep 10, 2026Reported quarterly or annual results72
  2. Jun 9, 2026Reported quarterly or annual results75
  3. Mar 26, 2026Reported quarterly or annual results76
  4. Dec 9, 2025Reported quarterly or annual results83
  5. Sep 9, 2025Reported quarterly or annual results85
  6. Jun 10, 2025Reported quarterly or annual results86
  7. Mar 20, 2025Reported quarterly or annual results87
  8. Dec 10, 2024Reported quarterly or annual results88

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

699 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 57 major events, 520 insider forms, 36 large holders, 66 other. The latest 20:

  1. Oct 9, 20264 EDGAR
  2. Oct 9, 20264 EDGAR
  3. Oct 9, 20264 EDGAR
  4. Oct 9, 20264 EDGAR
  5. Oct 9, 20264 EDGAR
  6. Oct 9, 20264 EDGAR
  7. Oct 9, 20264 EDGAR
  8. Oct 9, 20264 EDGAR
  9. Oct 9, 20264 EDGAR
  10. Oct 9, 20264 EDGAR
  11. Oct 9, 20264 EDGAR
  12. Oct 9, 20264 EDGAR
  13. Oct 9, 20264 EDGAR
  14. Oct 9, 20264 EDGAR
  15. Oct 9, 20264 EDGAR
  16. Oct 7, 20264 OWNERSHIP DOCUMENT EDGAR
  17. Oct 7, 2026SCHEDULE 13D/A EDGAR
  18. Sep 21, 20264 EDGAR
  19. Sep 16, 2026144 EDGAR
  20. Sep 15, 20264 EDGAR

The 699 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

48 open-market trades by officers, directors and large owners since October 2021: 4 buys and 44 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 17, 2026SONNENBERG HARVEY LDirectorSale24,000$6.15$147.6KForm 4
Sep 14, 2026Haley MarkSVP, Controller & PAOSale17,698$6.37$112.7KForm 4
Sep 11, 2026Haley MarkSVP, Controller & PAOSale1,800$6.01$10.8KForm 4
Jun 10, 2026Turner MaryEVP;Pres DesignerBrands CanadaSale34,708$7.00$243.0KForm 4
Dec 26, 2025LAU JOANNA TDirectorSale13,105$8.00$104.8KForm 4
Dec 11, 2025Ferree Deborah LV. Chair; Ch Product OffSale142,277$8.06$1.1MForm 4
Sep 11, 2025SONNENBERG HARVEY LDirectorSale50,000$4.52$226.0KForm 4
Sep 10, 2025Haley MarkSVP, Controller & PAOSale11,218$4.80$53.8KForm 4
Apr 8, 2025Turner MaryEVP;Pres DesignerBrands CanadaSale24,543$2.94$72.2KForm 4
Jan 28, 2025Pleasant Lake Partners LLC10% ownerSale250,000$5.39$1.3MForm 4
Jan 13, 2025Cohen Mark AlexanderBuy10,851$5.28$57.3KForm 4
Jan 10, 2025Cohen Mark AlexanderBuy489,149$5.65$2.8MForm 4
Dec 10, 2024Stone House Capital Management, LLCBuy250,000$5.63$1.4MForm 4
Oct 11, 2024Haley MarkSVP, Controller & PAOSale25,787$6.04$155.8KForm 4
Sep 17, 2024SONNENBERG HARVEY LDirectorSale22,000$6.62$145.6KForm 4
Apr 11, 2024SONNENBERG HARVEY LDirectorSale9,000$8.65$77.8KForm 4
Apr 8, 2024Poff Jared A.EVP, CFO & CAOSale15,000$9.76$146.4KForm 4
Apr 1, 2024Turner MaryEVP;Pres DesignerBrands CanadaSale8,764$10.90$95.5KForm 4
Mar 27, 2024Haley MarkSVP, Controller & PAOSale16,125$10.84$174.8KForm 4
Dec 4, 2023Ferree Deborah LV. Chair; Ch Product OffSale34,000$12.58$427.7KForm 4

All 48 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Douglas M. HoweChief Executive Officer65$1.2M$7.9M98
2025Jay L. SchottensteinExecutive Chairman71$1.0M$6.4M98
2025Deborah L. FerréeVice Chair and Chief Product Officer72$1.0M$4.0M98
2025Andrea O'DonnellExecutive Vice President President, Brands$834.1K$2.2M98
2025Jared A. PoffFormer Executive Vice President, Chief Financial Officer, and Chief Administrative Officer$527.4K$1.7M98
2025Mark A. HaleySenior Vice President, Controller and Principal Accounting Officer, Interim Principal Financial Officer$432.8K$991.0K98
2024Douglas M. HoweChief Executive Officer65$1.2M$4.9M98
2024Jay L. SchottensteinExecutive Chairman71$1.0M$3.9M98
2024Andrea O'DonnellExecutive Vice President President, Brands$825.0K$3.7M98
2024Deborah L. FerréeVice Chair and Chief Product Officer72$1.0M$2.9M98
2024Jared A. PoffFormer Executive Vice President, Chief Financial Officer, and Chief Administrative Officer$700.0K$1.4M98
2023Douglas M. HoweChief Executive Officer65$1.2M$5.7M98
2023Jay L. SchottensteinExecutive Chairman71$1.0M$4.3M98
2023Deborah L. FerréeVice Chair and Chief Product Officer72$1.0M$3.9M98
2023Jared A. PoffFormer Executive Vice President, Chief Financial Officer, and Chief Administrative Officer$698.1K$1.7M98

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Stone House Capital Management, LLC5,500,000$32.1M40.2%No change
BlackRock, Inc.3,305,760$19.3M0.0%+457,361
Dimensional Fund Advisors LP2,183,715$12.7M0.0%+106,106
American Century Companies Inc1,794,046$10.5M0.0%+223,770
Vanguard Capital Management LLC1,567,643$9.1M0.0%+71,184
Charles Schwab Investment Management Inc1,567,294$9.1M0.0%−541,736
Raymond James Financial Inc1,527,399$8.9M0.0%−71,128
Ameriprise Financial Inc1,527,265$8.9M0.0%+24,429
Divisadero Street Capital Management, LP1,184,045$6.9M0.2%New
Two Sigma Investments, LP1,144,570$6.7M0.0%−355,658
UBS Group AG1,004,337$5.9M0.0%+29,399
Allianz Asset Management GmbH937,162$5.5M0.0%+114,122
Geode Capital Management, LLC915,207$5.3M0.0%+61,089
State Street Corp855,068$5.0M0.0%−35,595
Bridgeway Capital Management, LLC759,977$4.4M0.1%+187,989
Arrowstreet Capital, Limited Partnership664,164$3.9M0.0%−524,850
Group One Trading LLC571,363$3.3M0.1%−24,800
D. E. Shaw & Co., Inc.505,920$2.9M0.0%−46,334
Vanguard Portfolio Management LLC504,460$2.9M0.0%+63,020
Yarger Wealth Strategies, LLC467,569$2.6M0.9%+20,879
Northern Trust Corp440,924$2.6M0.0%+136,135
Jacobs Levy Equity Management, Inc390,259$2.3M0.0%−4,384
Empowered Funds, LLC377,631$2.2M0.0%+12,821
Goldman Sachs Group Inc356,754$2.1M0.0%−397,041
State Of Wisconsin Investment Board334,992$2.0M0.0%+38,191

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Designer Brands is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARDesigner Brands Inc.2
  • CIK0001319947
  • Employer ID (EIN)31-074663919
  • Filer statusAccelerated filer not an emerging growth company; a smaller reporting company; not a shell company19
  • Incorporated inOhio19
  • Fiscal year endsJanuary 302
  • Industry code (SIC)5661 Retail-Shoe Stores2
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance2
  • Business address810 Dsw Drive, Columbus, OH 432192
  • Phone(614) 237-71002
  • Shares outstanding42,973,499 Common Class A shares; 7,732,721 Common Class B shares as of Mar 23, 202619
  • Public float$82.8M as of Aug 1, 202519
  • AuditorDeloitte & Touche LLP, Columbus, Ohio PCAOB ID 34; it also attests to the company’s internal control over financial reporting19
  • On EDGAR sinceMar 14, 20052
  • Filings2,574 in all: 4 (1,804), 8-K (202), SC 13G/A (114), 10-Q (64), SC 13G (56), 3 (53), 4/A (38), 144 (37)2
    All 49 form types

    DEF 14A (22), 10-K (21), SC 13D/A (21), UPLOAD (16), ARS (14), DEFA14A (14), CORRESP (10), SCHEDULE 13G/A (9), 425 (7), S-1/A (6), SD (6), 3/A (5), S-8 (5), S-3ASR (4), SC 13D (4), SC TO-I/A (4), 424B4 (3), 8-K/A (3), EFFECT (3), S-3/A (3), 424B3 (2), PRE 14A (2), S-1 (2), SCHEDULE 13D/A (2), SCHEDULE 13G (2), 10-K/A (1), 144/A (1), 424B5 (1), 424B7 (1), 8-A12B (1), CERTNYS (1), FWP (1), POS AM (1), S-1MEF (1), S-4 (1), S-4/A (1), S-4MEF (1), S-8 POS (1), SC TO-C (1), SC TO-I (1), SCHEDULE 13D (1)

  • Latest filingsAnnual report (10-K) Mar 30, 2026
    Quarterly report (10-Q) Sep 10, 2026
    Proxy statement (DEF 14A) May 7, 2026
    Latest 8-K (8-K) Sep 10, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Shares, without par valueDBINew York Stock Exchange

From the cover page of the 10-K filed Mar 30, 2026 (Section 12(b) of the Exchange Act).19

Risk factors and legal proceedings

The risks Designer Brands names in Item 1A of its 10-K filed Mar 30, 2026: 22 risks under these headings, as written.19

  • RISKS 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.
  • Changes to U.S. tariff policies could have a material adverse effect on our business, results of operations, and liquidity.
  • We 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
  • 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.
  • We rely on our strong relationships with our suppliers. If these relationships were to be impaired, we may be unable to obtain a sufficient assortment of merchandise at attractive prices or respond promptly to rapidly changing trends, either of which could have a material adverse effect on our business and financial performance.
  • Losses or disruptions associated with our distribution systems, including our distribution centers and stores, could have a material adverse effect on 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.
  • 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.
  • We face risks related to our electronic processing of sensitive and confidential personal and business data. If such data is lost or disclosed in an unauthorized manner, or if we or our third-party vendors are subject to cyberattacks, data breaches, other security incidents, or disruption of IT systems or software, our business and operations may be adversely affected and we could be exposed to liability or experience reputational harm.
  • We are exposed to risks related to the use of artificial intelligence tools or other new technologies by us and others.
The other 12 risks
  • 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.
  • 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.
  • Future 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.
  • Our failure to retain our existing senior management team or continue to attract qualified new personnel could have a material adverse effect on our business.
  • Our failure to retain existing and secure new store locations under acceptable lease terms could have a material adverse effect on our business.
  • Our ABL Revolver and Term Loan contain restrictions that could limit our ability to fund operations, which could adversely affect our business.
  • RISKS RELATING TO EXTERNAL FACTORS
  • Our international operations and reliance on foreign-sourced merchandise exposes us to risks associated with international matters.
  • Compliance 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.
  • Extreme 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
  • Our 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.
  • Entities 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.
  • We 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.

Legal proceedings

The information set forth in Note 13, Commitments and Contingencies - Legal Proceedings, of the consolidated financial statements of this Form 10-K is incorporated herein by reference.

The opening of Item 3, Legal Proceedings.19

Sources

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