Designer Brands (DBI) Files Form 4 for 73K Director Stock-Unit Award

Rhea-AI Filing Summary

Designer Brands Inc. (DBI) – Form 4 insider filing

Director Joanna T. Lau reported two related transactions dated 18 June 2025 involving the company’s stock units, a form of deferred equity compensation that converts 1-for-1 into Class A common shares when the director leaves the Board.

• 72,368 stock units were acquired (Code “A”) at a stated price of $0.00.
• An additional 1,164 stock units reflect dividend-equivalent rights that accrued on prior awards.

Following these grants, Lau’s total beneficial interest in derivative securities rose to 126,586 stock units. The units vest immediately on the grant date, but the underlying shares will not be delivered until the director’s service terminates. No open-market purchases or sales of common stock were reported, and there were no changes in non-derivative share ownership disclosed.

The filing indicates routine board compensation rather than discretionary buying; however, it modestly increases insider alignment by expanding the director’s economic stake in DBI.

Positive

• Increased insider alignment: Director Joanna T. Lau’s beneficial ownership rises to 126,586 stock units, strengthening long-term incentive linkage.

Negative

• No cash purchase or open-market buying: the award is a routine compensation grant at $0, offering limited insight into management’s valuation view.

Insights

Corporate Governance Expert

TL;DR: Routine director stock-unit grant; no cash outlay, minimal immediate market impact.

The Form 4 shows standard equity compensation for an outside director. The large headline amount—72,368 units—reflects the company’s practice of paying retainers in stock units that settle only when service ends, thereby encouraging long-term alignment. Because the award is priced at $0.00 and involves no open-market activity, it does not signal fresh capital commitment or a view on valuation. The additional 1,164 units stem from dividend equivalents, a mechanical adjustment following a special dividend previously declared by DBI. Total derivative holdings now stand at 126,586 units, but actual tradable float remains unchanged. Investors should regard the disclosure as governance-related housekeeping with neutral valuation implications.

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^*

LAU JOANNA T

(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	125,422(3)	D
Stock Unit	(1)	06/18/2025		A		1,164(4)		(2)	(2)	Class A Common Shares	1,164	$0.0000	126,586(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.
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FAQ

How many DBI stock units did Joanna T. Lau acquire on 18 June 2025?

She acquired 72,368 stock units plus 1,164 dividend-equivalent units, totaling 73,532 new units.

What is Lau’s total beneficial ownership in Designer Brands after the transaction?

Following the grant, she beneficially owns 126,586 stock units.

Do the granted stock units vest immediately?

Yes. The units vest on the grant date but convert to Class A shares only when the director leaves the Board.

Was there any open-market purchase of DBI common shares reported?

No. The Form 4 lists only compensatory stock-unit grants; no purchases or sales of common shares occurred.

What transaction code appears on the Form 4 for these grants?

Transaction code “A” indicates an acquisition of securities, in this case through compensation.