[Form 4] Designer Brands Inc. Insider Trading Activity

Rhea-AI Filing Summary

Designer Brands Inc. (DBI) – Form 4 insider filing details a routine equity award to non-employee director Joanne Zaiac on 18 Jun 2025.

Ms. Zaiac received two tranches of stock units that each convert 1-for-1 into Class A common shares when she leaves the Board:

• 72,368 stock units granted under the company’s director compensation plan (Transaction Code “A”).
• 1,036 stock units representing dividend-equivalent rights accrued on prior awards.

The award vests immediately upon grant, but settlement is deferred until board service ends, effectively aligning the director’s economic interests with long-term shareholder value. Because there is no cash exercise price (noted as $0.0000), the units function as deferred share compensation rather than options.

After the transactions Ms. Zaiac’s total derivative holdings increased to 120,693 stock units. No open-market purchases or sales of common shares occurred, and there were no changes to direct or indirect ownership classifications (all holdings remain Direct).

No earnings data, cash consideration, or change in executive roles were disclosed, making this a standard governance filing rather than a catalyst. Nevertheless, ongoing accumulation of equity by directors can serve as a modest positive signal of board alignment with shareholders.

Positive

• Director’s equity stake increases to 120,693 units, modestly enhancing board-shareholder alignment.

Negative

• Grant is part of routine compensation and does not represent an open-market purchase, limiting its signaling value.

Insights

Securities Analyst

TL;DR: Routine director stock-unit grant; minimal market impact, modest alignment signal.

The filing shows director Joanne Zaiac received 72,368 stock units plus 1,036 dividend equivalents, boosting her deferred equity to 120,693 units. These awards are typical board compensation, cost-free to the insider, and do not involve open-market buying. Because settlement occurs only after board departure, the economic effect is long-dated and non-dilutive beyond existing share-reserve assumptions. Investors should view the disclosure as neutral to mildly positive for governance—ownership rises, but no incremental cash commitment was made. I rate the impact neutral (0).

Corporate Governance Expert

TL;DR: Standard equity retainer maintains board-shareholder alignment; no red flags.

Designer Brands continues to compensate directors primarily in equity, consistent with best-practice governance that encourages long-term thinking. Immediate vesting with deferred settlement pushes taxation and builds a continued stake in corporate performance. Absence of performance conditions is typical for director grants but offers limited incentive beyond share price appreciation. No compliance issues noted and Rule 10b5-1 box remains unchecked, so award is not under a pre-arranged plan. Overall, governance posture remains sound; impact rating 0.

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^*

Zaiac Joanne

(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	119,657(3)	D
Stock Unit	(1)	06/18/2025		A		1,036(4)		(2)	(2)	Class A Common Shares	1,036	$0.0000	120,693(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).
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FAQ

How many stock units did Joanne Zaiac receive in the June 18 2025 grant for DBI?

72,368 units were granted, plus 1,036 dividend-equivalent units.

What is the exercise price of the stock units awarded to DBI director Joanne Zaiac?

The stock units have $0.0000 exercise price; they function as deferred share awards.

When will the DBI stock units granted to the director convert into Class A shares?

Conversion occurs upon the director’s termination of board service.

Did the Form 4 report any open-market purchases or sales of DBI shares?

No, the filing shows only stock-unit grants; there were no market transactions.

What is the total number of DBI derivative securities Ms. Zaiac owns after the transactions?

Her holdings increased to 120,693 stock units.