[Form 4] Designer Brands Inc. Insider Trading Activity

Rhea-AI Filing Summary

Designer Brands Inc. (DBI) – Form 4 filing: On 06/18/2025, CEO & Director Douglas M. Howe automatically acquired 34,030 Dividend Equivalent Rights (DERs) tied to previously granted restricted stock units. Each DER represents one Class A common share and carries a $0.0000 exercise price, meaning no cash changed hands and no open-market trade occurred.

Following the transaction, Howe directly holds 81,273 derivative units linked to Class A shares. Because DERs vest in step with the underlying RSUs, the disclosure is largely administrative and does not affect the company’s share count or cash flow. The additional units modestly increase management’s equity exposure, modestly strengthening shareholder alignment without creating dilution.

Insights

Financial Analyst

TL;DR: Routine DER accrual; no share sale; neutral impact on valuation.

The Form 4 records an automatic grant—not a purchase—of 34,030 dividend equivalent rights to CEO Douglas Howe. These rights simply mirror dividends on earlier RSUs and vest with them, so there is no immediate earnings, cash-flow or dilution effect. Howe’s total derivative exposure rises to 81,273 units, marginally increasing insider alignment. Because no shares were sold or bought on the market and the award was cost-free, the filing is best viewed as ordinary course equity compensation with neutral investment impact.

Corporate Governance Specialist

TL;DR: Standard compensation mechanism; slightly positive for alignment, but immaterial overall.

Dividend equivalent rights are customary supplements to RSUs, ensuring executives receive economic parity with shareholders during vesting. The 34,030-unit accrual increases Howe’s potential ownership but involves no discretionary action by the board, no change in voting power today, and no indication of sentiment. Governance best practice is maintained—there is full, timely disclosure and the transaction remains within the existing equity plan. For investors, the news neither signals strategic change nor triggers governance concerns, landing in the non-impactful category.

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

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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^*

HOWE DOUGLAS M.

(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
X	Officer (give title below)		Other (specify below)
	CEO

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		34,030		(1)	(1)	Class A Common Shares	34,030	$0.0000	81,273	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
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