[Form 4] Designer Brands Inc. Insider Trading Activity

Rhea-AI Filing Summary

Designer Brands Inc. (DBI) – Form 4 insider filing dated 06/23/2025

Executive Vice President & Brands President Andrea O’Donnell reported a transaction that occurred on 06/18/2025. The filing discloses the automatic accrual of 7,032 Dividend Equivalent Rights (DERs) tied to previously granted Restricted Stock Units (RSUs). Each DER represents the economic value of one Class A common share and carries a conversion price of $0.0000 because the rights are granted in lieu of cash dividends.

Following the transaction, O’Donnell’s total holdings of DERs increased to 16,043. No open-market purchases, sales, or option exercises of DBI common shares were reported, and no non-derivative share movements were listed. The filing therefore reflects a routine, non-cash adjustment in the executive’s derivative security balance rather than a discretionary buy or sell decision.

Because the transaction is a dividend-related accrual under the original RSU award schedule, it does not signal a change in management’s view of the company’s valuation or prospects. Nonetheless, it marginally raises the insider’s equity-linked exposure, modestly aligning incentives with shareholders through an increased potential stake in future share performance.

Positive

• Increased insider equity exposure: O’Donnell’s derivative position rose by 7,032 units, modestly tightening alignment with shareholder interests.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine dividend-equivalent accrual, no cash outlay, neutral signal.

The Form 4 shows 7,032 DERs credited to EVP Andrea O’Donnell, bringing her total derivative holdings to 16,043. Because DERs mirror cash dividends on existing RSUs, there is no open-market activity or pricing information that would suggest an active bullish or bearish stance. The economic value is embedded in the original RSU award and vests proportionally. Such automatic credits are common and do not materially alter DBI’s share count or insider ownership dynamics. Investors should view the filing as administratively neutral.

Corporate Governance Expert

TL;DR: Administrative update, slightly higher alignment, negligible governance impact.

Dividend Equivalent Rights are standard features of equity-based compensation plans. Their accrual maintains parity between RSU holders and common shareholders when dividends are paid. The increase in O’Donnell’s derivative balance is mechanically driven and does not constitute new compensation or a change in vesting terms. Governance-wise, the action marginally deepens the executive’s equity linkage but offers no new insight into strategic outlook or board sentiment. Impact on voting power and dilution is immaterial.

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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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^*

O'Donnell Andrea

(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 & Brands President

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		7,032		(1)	(1)	Class A Common Shares	7,032	$0.0000	16,043	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

What did Designer Brands (DBI) disclose in the latest Form 4?

Executive Andrea O’Donnell received 7,032 Dividend Equivalent Rights on 06/18/2025 tied to prior RSUs.

Did the DBI insider buy or sell common shares?

No. The filing reports only dividend-related derivative accruals; no open-market purchases or sales of common stock occurred.

How many derivative securities does Andrea O’Donnell now hold?

After the transaction, she beneficially owns 16,043 Dividend Equivalent Rights.

Is the transaction part of a 10b5-1 trading plan?

The filing does not check the 10b5-1 box, indicating the accrual is not tied to a trading plan.

Does this Form 4 affect Designer Brands’ share count?

No. DERs are settled in shares upon RSU vesting; current outstanding share count remains unchanged.