Designer Brands Insider Adds 16K Rights; Ownership Now 40,857 Units

Rhea-AI Filing Summary

Form 4 overview: On 06/18/2025, Designer Brands Inc. (DBI) Vice Chair & Chief Product Officer Deborah L. Ferree automatically acquired 16,166 dividend-equivalent rights (DERs) that accrued on previously granted restricted stock units (RSUs). Each DER is the economic equivalent of one Class A common share.

Post-transaction position: Ferree now beneficially owns 40,857 DERs. No common shares were sold or disposed of, and the price per right was $0.00, reflecting the non-cash nature of the accrual.

Transaction details: Code “A” designates an acquisition. Because the rights vest proportionately with the underlying RSUs, the filing represents a routine adjustment rather than an open-market trade. Ownership is reported as direct; no indirect holdings were disclosed.

Investor take-away: The additional equity increases the executive’s potential alignment with shareholders but carries minimal immediate market impact given the non-transferable, compensation-related origin of the rights.

Positive

• Insider ownership increased: Executive received 16,166 dividend-equivalent rights, lifting her total to 40,857 and modestly enhancing equity alignment.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine DER accrual; insider adds 16 k units, no cash, negligible valuation effect.

The filing reveals a standard dividend-equivalent adjustment tied to unvested RSUs. While it raises Deborah Ferree’s theoretical equity exposure to 40,857 rights, the transaction involves no open-market activity and no capital outlay. Such automatic accruals are common in executive compensation plans and rarely influence stock supply-demand dynamics. Investors may view the growing stake as modestly positive for alignment, but the event is not material to DBI’s near-term fundamentals.

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

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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^*

Ferree Deborah 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	V. Chair; Ch Product Off

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		16,166		(1)	(1)	Class A Common Shares	16,166	$0.0000	40,857	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 insider transaction did DBI report on Form 4 dated 06/23/2025?

Vice Chair Deborah L. Ferree acquired 16,166 dividend-equivalent rights on 06/18/2025.

How many DBI derivative units does Deborah Ferree now hold?

Following the accrual, she beneficially owns 40,857 dividend-equivalent rights.

Did the Form 4 include any open-market purchase or sale of DBI shares?

No. The rights were granted automatically at a price of $0.00; no shares were bought or sold.

What is a dividend-equivalent right in the context of DBI’s RSUs?

Each right mirrors one Class A share’s dividend value and vests proportionately with the corresponding RSU.

Why is the transaction code marked "A" on the Form 4?

Code "A" denotes an acquisition—in this case, the automatic crediting of DERs to the executive’s account.