Designer Brands (DBI) Director Equity Grant Boosts Holdings to 186K Units

Rhea-AI Filing Summary

Designer Brands Inc. (DBI) – Form 4 insider activity summary

On 18 June 2025, Director Peter Cobb received two equity awards that increased his beneficial ownership in the company. The awards consist exclusively of stock units, each representing the contingent right to receive one Class A common share upon his separation from the Board.

• 72,368 stock units granted on the transaction date.
• 2,446 stock units representing dividend-equivalent rights accrued on previously awarded units.

The combined 74,814 units were added at $0.00 cost, reflecting typical director compensation rather than an open-market purchase. Mr. Cobb’s total derivative holdings now stand at 186,364 stock units, inclusive of accumulated dividend equivalents. Ownership is reported as direct, and no units were disposed of.

Because the units vest immediately but convert only upon departure from the Board, the award aligns the director’s incentives with long-term shareholder value while creating no near-term cash outflow for the company. No non-derivative transactions, sales, or option exercises were disclosed in this filing.

Positive

• Director Peter Cobb increased his beneficial holdings by 74,814 stock units, bringing total derivative ownership to 186,364 units, demonstrating further equity alignment with shareholders.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR – Award of 74.8k RSUs to Director Cobb; signals alignment, neutral cash impact, minimal market effect.

The Form 4 shows a routine equity grant to Director Peter Cobb: 72,368 RSUs plus 2,446 dividend-equivalent RSUs. These awards are standard board compensation and carry a $0 exercise price, so there is no immediate cash expense for DBI nor open-market signal. The cumulative holding of 186,364 units suggests meaningful exposure to the stock, supporting governance best practices that directors hold equity. However, because the units convert only at the end of board service, the grant does not translate into near-term buying pressure or insider conviction beyond ordinary compensation. There are no sales, so no negative price signal. Overall, impact on valuation or float is negligible.

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^*

Cobb Peter

(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)
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
Stock Unit	(1)	06/18/2025		A		72,368		(2)	(2)	Class A Common Shares	72,368	$0.0000	183,918(3)	D
Stock Unit	(1)	06/18/2025		A		2,446(4)		(2)	(2)	Class A Common Shares	2,446	$0.0000	186,364(3)	D

Explanation of Responses:

1. Each stock unit represents a contingent right to receive one share of the Issuer's Class A common stock.

2. The stock unit becomes vested upon the date of grant and will be converted to an equal number of shares of Issuer's Class A common stock upon Insider's termination of service from the Board of Directors.

3. Total includes accrued dividend equivalent rights.

4. Shares represent dividend equivalent rights accrued on previously awarded stock units.

	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 shares did Director Peter Cobb acquire according to the DBI Form 4?

He received 74,814 stock units (72,368 RSUs plus 2,446 dividend-equivalent units).

What is Director Cobb’s total DBI stock unit holding after the transaction?

His beneficial ownership increased to 186,364 stock units.

Did Peter Cobb sell any Designer Brands shares in this filing?

No. The Form 4 reports no disposals; only stock unit awards were granted.

What was the transaction price for the awarded stock units?

The units were issued at $0.00 cost as part of director compensation.

When do the stock units convert into Class A common shares?

They convert upon the director’s termination of service from the Board of Directors.