Designer Brands Form 4: Allan Tanenbaum Receives 76.8K RSUs

Rhea-AI Filing Summary

Designer Brands Inc. (DBI) – Form 4 insider transaction summary

On 06/18/2025, director Allan J. Tanenbaum filed a Form 4 reporting the acquisition of 76,776 derivative securities in the form of stock units. Two transactions coded “A” (acquisition) were disclosed: 72,368 stock units representing the regular grant and 4,408 stock units representing dividend-equivalent rights on prior awards. Each unit carries no exercise price and is convertible into one Class A common share once Mr. Tanenbaum leaves the Board; the award vests immediately on the grant date.

After the transactions, Mr. Tanenbaum beneficially owns 277,762 stock units that may settle into the same number of Class A shares. No dispositions or open-market purchases were reported, and ownership remains direct. The filing contains no non-derivative share activity and reflects routine director equity compensation with no immediate impact on share count.

Positive

• Director acquired 76,776 stock units with no disposals, raising total beneficial ownership to 277,762 units and reinforcing long-term alignment with shareholders.

Negative

• None.

Insights

Securities Analyst

TL;DR Routine director equity grant; neutral market impact.

The Form 4 shows Allan J. Tanenbaum acquired 76,776 stock units at $0.00 under Designer Brands’ standard board compensation plan. The units vest immediately but convert only when he leaves the Board, postponing dilution. Beneficial ownership rises to 277,762 units, and no shares were sold. Because this is compensation rather than an open-market purchase, signalling value is limited and market impact is neutral.

Corporate Governance Expert

TL;DR Standard board compensation; alignment improved, no red flags.

The filing confirms Designer Brands continues to compensate directors primarily with equity, strengthening alignment with shareholder interests. The mix of regular units and dividend-equivalent rights is commonplace and transparent. Immediate vesting with deferred settlement avoids premature dilution, and no complex derivatives or sales were disclosed. Governance implications are neutral-to-positive with no cause for concern.

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^*

TANENBAUM ALLAN J

(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	273,354(3)	D
Stock Unit	(1)	06/18/2025		A		4,408(4)		(2)	(2)	Class A Common Shares	4,408	$0.0000	277,762(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 stock units acquired pursuant to a special dividend and 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).
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 (DBI) director Allan J. Tanenbaum acquire on 18 June 2025?

He acquired 72,368 stock units plus 4,408 dividend-equivalent units, totaling 76,776.

What is Allan J. Tanenbaum's total beneficial ownership after the Form 4 transactions?

He now beneficially owns 277,762 stock units that may convert into Class A shares.

What transaction code was used in the Form 4 filed by DBI on 06/18/2025?

Both entries were coded "A" for acquisition, indicating shares were added, not sold.

When will the acquired stock units convert into Designer Brands Class A common stock?

They convert upon the director’s termination of Board service, according to the filing.

Were any shares sold or disposed of in this Form 4 filing?

No. The filing reports only acquisitions and lists no disposals.

Do the reported stock units carry an exercise price?

No; the filing lists a $0.00 exercise price because units are settled one-for-one upon conversion.