Designer Brands (DBI) Form 4: Director reduces stake to 25,548 shares

Rhea-AI Filing Summary

Designer Brands Inc. (DBI) director Harvey L. Sonnenberg reported a sale of 50,000 Class A common shares on 09/11/2025 at a price of $4.52 per share. After the sale the reporting person beneficially owned 25,548 Class A shares, held directly. The Form 4 was signed by an attorney-in-fact on 09/12/2025. No derivative transactions were reported.

Positive

• None.

Negative

• Director sold 50,000 Class A shares, reducing direct beneficial ownership to 25,548 shares
• No 10b5-1 plan or explanatory note provided in the filing to clarify the reason for the sale

Insights

Financial Analyst

TL;DR: A director sold a meaningful block of shares, reducing direct ownership but no derivatives or additional context were disclosed.

The sale of 50,000 Class A shares at $4.52 reduces the director's direct stake to 25,548 shares. This is a straightforward Section 16 disclosure with no accompanying explanation for the sale and no listed purchases or option activity. As a standalone filing, it signals insider liquidity but provides no information on timing rationale, tax planning, or trading plan.

Corporate Governance Expert

TL;DR: Routine insider sale reported; governance implications depend on size relative to total outstanding shares and any disclosed trading plan.

The Form 4 documents a direct sale by a director and lacks any indication that the transaction was pursuant to a 10b5-1 plan. From a governance perspective, such sales are common and permissible, but absent more context they may prompt investor questions about insider views. The filing itself is compliant and timely.

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
Estimated average burden
hours per response:			0.5

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^*

SONNENBERG HARVEY L

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

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
Class A Common Shares	09/11/2025		S		50,000	D	$4.52	25,548	D

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

Explanation of Responses:

	Katherine Alfano, Attorney-in-Fact	09/12/2025
	** 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

What did DBI director Harvey L. Sonnenberg disclose on Form 4?

He disclosed a sale of 50,000 Class A common shares on 09/11/2025 at $4.52 per share and now beneficially owns 25,548 Class A shares.

Was the sale by the DBI director part of a 10b5-1 trading plan?

The Form 4 does not indicate the transaction was made pursuant to a 10b5-1 plan.

Are there any derivative transactions reported for DBI in this filing?

No. Table II lists no derivative securities acquired, disposed of, or beneficially owned in this filing.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by Katherine Alfano, Attorney-in-Fact on 09/12/2025.

How much proceeds did the director receive from the sale disclosed in DBI Form 4?

The sale was for 50,000 shares at $4.52 per share, implying gross proceeds of $226,000 (50,000 x $4.52) before taxes and fees.