[Form 4] Designer Brands Inc. Insider Trading Activity

Rhea-AI Filing Summary

Designer Brands Inc. (DBI) – Form 4 filing: EVP & President of DSW Designer Shoe Warehouse, Laura Davis, reported an acquisition (Code “A”) on 06/18/2025 of 8,103 dividend-equivalent rights tied to previously granted restricted stock units. Each right represents the economic value of one Class A common share and was received at $0.00 cost. Following the transaction, Davis now beneficially owns 20,430 such derivative securities held directly. The rights will vest proportionately with the underlying RSUs as dividends are declared.

The transaction is routine compensation-related and does not involve open-market purchases or sales. No non-derivative share movement was reported. The filing indicates continued alignment of executive interests with shareholders but carries limited immediate financial impact on the company.

Positive

• Executive equity alignment strengthened as Laura Davis’ beneficial holdings increase by 8,103 rights, promoting shareholder-management interest alignment.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine Form 4 shows 8,103 dividend-equivalent rights granted; neutral for valuation.

The filing documents customary accrual of dividend equivalents on outstanding RSUs. Because the award is cost-free and vests with existing RSU schedules, it does not signal open-market confidence nor cash outflow. Beneficial ownership rises to 20,430 units, a modest figure versus DBI’s float, leaving earnings, liquidity, and capital structure unchanged. From a trading perspective, the disclosure is informational rather than catalytic.

Corporate Governance Expert

TL;DR: Filing affirms incentive alignment; no governance red flags detected.

Davis’ receipt of dividend-equivalent rights is consistent with DBI’s equity incentive plan and reflects standard practice of mirroring cash dividends on RSUs. The absence of sales or discretionary trades limits concern over short-term sentiment. All Rule 10b5-1 and Section 16 boxes are properly addressed, suggesting sound compliance. Overall governance impact is neutral but underscores continuing executive stake in performance.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Davis Laura

(Last) (First) (Middle)

810 DSW DRIVE

(Street)

COLUMBUS OH 43219

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Designer Brands Inc. [ DBI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP;Pres DSW Designer ShoeWhse

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Dividend Equivalent Rights	(1)	06/18/2025		A		8,103		(1)	(1)	Class A Common Shares	8,103	$0.0000	20,430	D

Explanation of Responses:

1. The dividend equivalent rights accrued on previously awarded restricted stock units (RSUs) and become exercisable proportionately with the RSUs to which they relate. Each dividend equivalent right is the economic equivalent of one share of Issuer's Class A common stock.

	Katherine Alfano, Attorney-in-Fact	06/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many securities did DBI executive Laura Davis acquire on 06/18/2025?

8,103 dividend-equivalent rights tied to restricted stock units.

What is a dividend-equivalent right in the context of Designer Brands’ Form 4?

Each right mirrors the value of one DBI Class A share, accruing on RSUs when dividends are declared.

What is Laura Davis’ total beneficial ownership after the transaction?

She now holds 20,430 dividend-equivalent rights directly.

Did the Form 4 report any open-market stock purchases or sales?

No. The filing only records a cost-free accrual of derivative rights; no common shares were traded.

Does this insider transaction materially affect DBI’s financials?

No. The grant is routine compensation with no cash impact and minimal dilution.