Designer Brands insider boosts holdings with 72k stock-unit grant

Rhea-AI Filing Summary

Designer Brands Inc. (DBI) – Form 4 insider transaction filed 06/23/2025

The filing details two derivative stock-unit acquisitions by Director John W. Atkinson that took place on 06/18/2025. The main award grants 72,368 stock units, each convertible into one Class A common share. A further 419 units were credited as dividend-equivalent rights tied to prior grants. Both tranches vest immediately, but conversion into shares occurs only when the director leaves the Board. Transaction code “A” confirms the units were acquired at a price of $0.00. After these transactions, Atkinson’s beneficial ownership rises to 91,881 derivative stock units. No sales, option exercises, or non-derivative share movements were reported.

The grant strengthens insider equity alignment yet involves no cash outlay and therefore has minimal direct balance-sheet impact. Because the units convert upon board departure, dilution, if any, is deferred. Overall, the filing represents routine director compensation rather than an open-market purchase or sale.

Positive

• Director John W. Atkinson acquired 72,368 stock units plus 419 dividend equivalents, increasing total derivative holdings to 91,881 units and reinforcing insider-shareholder alignment.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine zero-cost grant lifts director stake; negligible near-term valuation impact.

The award of 72,368 stock units (plus 419 dividend equivalents) increases Director Atkinson’s derivative holdings to 91,881 units. Because the units were not purchased on the open market and carry a $0.00 cost basis, the grant does not indicate incremental insider cash buying. Conversion is deferred until board exit, so immediate share count dilution is immaterial. From a trading perspective, the filing is neutral; it neither signals insider selling pressure nor provides a bullish purchase signal.

Corporate Governance Expert

TL;DR: Compensation grant aligns director interests; corporate-governance neutral.

The stock-unit grant follows standard board compensation practice—immediate vesting, deferred settlement, and inclusion of dividend-equivalent rights. Such structures are designed to keep directors financially aligned with long-term shareholder value without short-term liquidity events. There are no red flags regarding excessive size or preferential terms. The absence of dispositions suggests continued commitment, but because grants are routine and non-cash, the governance impact is judged neutral rather than decisively positive.

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^*

Atkinson John W.

(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	91,462	D
Stock Unit	(1)	06/18/2025		A		419(3)		(2)	(2)	Class A Common Shares	419	$0.0000	91,881(4)	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. Shares represent dividend equivalent rights accrued on previously awarded stock units.

4. Total includes accrued dividend equivalent rights.

	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 stock units did Designer Brands director John W. Atkinson receive on 18 Jun 2025?

He received 72,368 stock units, plus 419 dividend-equivalent units credited on the same date.

What is John W. Atkinson's total beneficial ownership after the Form 4 filing?

Following the transaction, he beneficially owns 91,881 derivative stock units tied to DBI Class A common shares.

Were any DBI shares sold in this Form 4 filing?

No. The filing reports only acquisitions; no shares or options were sold or disposed of.

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

The units convert into an equal number of shares when Atkinson terminates service on the Board of Directors.

Did the insider pay cash for the stock units?

No. The units were granted at a price of $0.00 as part of standard director compensation.