[Form 4] Designer Brands Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 23 June 2025, Designer Brands Inc. (DBI) filed a Form 4 revealing that non-executive director Harvey L. Sonnenberg increased his direct equity exposure.

• Non-derivative shares: On 18 June 2025, Sonnenberg was granted 72,368 Class A common shares (Transaction Code “A”) at a stated price of $0.00. His direct holdings now total 75,548 shares.
• Derivative securities: He also received 1,410 stock units as dividend-equivalent rights on previous awards, lifting his deferred equity balance to 65,679 units. These units vest immediately but will not convert to common shares until he leaves the Board.

No dispositions or indirect transactions were reported. The increase was driven by equity-plan mechanics and dividend adjustments rather than an open-market purchase, so no cash changed hands. Still, the filing indicates a larger personal stake, modestly tightening alignment between the director and common shareholders.

Positive

• Director’s direct shareholding increased by 72,368 Class A shares, enhancing insider alignment with common shareholders.
• Deferred equity position grew to 65,679 stock units, signaling long-term commitment through vest-and-hold structure.

Negative

• Shares were issued at $0.00 under an equity plan, reducing the traditional bullish signal associated with open-market insider purchases.
• The additional shares represent a negligible percentage of DBI’s outstanding stock, suggesting minimal immediate market impact.

Insights

Financial Analyst

TL;DR: Director gains 72k shares via grant; holdings rise to 75k shares plus 65k units—cash-free, alignment positive, market impact limited.

The transaction is an administrative equity grant tied to prior awards and dividend equivalents, not an open-market buy. Although the additional 72,368 shares lift Harvey Sonnenberg’s direct stake more than twentyfold, the absolute value remains immaterial versus DBI’s 77 million shares outstanding. Because no cash was deployed, the signaling value is weaker than a purchase, yet the larger ownership still marginally improves governance alignment. From a trading perspective, the event is unlikely to influence valuation or liquidity.

Corporate Governance Specialist

TL;DR: Equity award expands director ownership; strengthens board-shareholder alignment but lacks robust incentive given zero-cost issuance.

Equity-based compensation remains a core governance tool. The immediate vesting of stock units, convertible only upon board departure, encourages long-term oversight. However, zero-cost issuance dilutes the strength of ownership mentality compared with market-priced acquisitions. Overall, the filing is governance-neutral: it neither raises red flags nor provides a compelling bullish signal.

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^*

SONNENBERG HARVEY L

(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
Class A Common Shares	06/18/2025		A		72,368	A	$0.0000	75,548	D

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		1,410(2)		(3)	(3)	Class A Common Shares	1,410	$0.0000	65,679(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. Shares represent dividend equivalent rights accrued on previously awarded stock units.

3. 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.

4. Total includes stock units acquired pursuant to a special dividend and 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.
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FAQ

What did Designer Brands' (DBI) Form 4 filed on 23 June 2025 disclose?

It showed Director Harvey L. Sonnenberg acquired 72,368 Class A shares and 1,410 stock units on 18 June 2025.

How many DBI shares does Harvey Sonnenberg own after the transaction?

His direct holdings total 75,548 Class A common shares after the grant.

At what price were the new shares acquired?

The shares were granted at $0.00 per share as part of the company’s equity compensation plan.

How many stock units does the director now hold?

He beneficially owns 65,679 stock units following the 1,410-unit dividend equivalent accrual.

When will the newly awarded stock units convert into DBI common shares?

They convert on a 1-for-1 basis upon the director’s termination of service from the Board.