Designer Brands (DBI) Insider Grant Boosts Stake Above 1.5 M Shares

Rhea-AI Filing Summary

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

Director Joseph A. Schottenstein reported an acquisition (Code “A”) of 72,368 Class A common shares on 18 June 2025. The shares were recorded at a price of $0.0000, indicating a grant or other non-cash award rather than an open-market purchase.

Following the transaction, Schottenstein’s direct holdings increased to 270,206 shares. He also disclosed indirect ownership of 31,050 shares held by family trusts and 1,273,099 shares held through Schottenstein Realty LLC. Total reported beneficial ownership therefore stands at approximately 1.57 million shares.

• No derivative securities were reported.
• No accompanying sale transactions were reported.
• The filing was signed by attorney-in-fact Katherine Alfano on 23 June 2025.

The award modestly increases insider ownership and may be viewed by investors as a sign of continued alignment between the director and shareholders. However, because the shares appear to have been granted at no cost, the economic signal is weaker than a cash-funded open-market purchase, and potential dilution—though likely immaterial given DBI’s share count—is a consideration.

Positive

• Increased insider ownership: Director acquired 72,368 shares, raising total beneficial holdings to ~1.57 million shares, signalling continued alignment with shareholders.

Negative

• Non-cash grant: Shares were issued at $0.0000, so the purchase lacks the conviction of a market-price buy and adds marginal dilution.

Insights

Securities Analyst

TL;DR – Modest insider grant: mildly supportive, not game-changing.

The Form 4 shows a routine equity grant to Director Joseph Schottenstein. The incremental 72 k shares lift his direct stake by roughly 36% (from ~198 k to 270 k) but represent less than 0.1% of DBI’s ~72 million shares outstanding, so dilution is negligible. Because the acquisition was at $0, the transaction lacks the price-signal strength of an open-market buy. Still, with total beneficial ownership near 1.6 million shares (≈2.2% of the company), the director remains a meaningful long-term holder, which aligns interests but does not materially alter DBI’s investment thesis or near-term valuation.

Corporate Governance Expert

TL;DR – Governance-neutral equity award; maintains insider alignment.

DBI continues to compensate directors with equity, consistent with prevailing governance standards that encourage ownership. The grant increases Schottenstein’s direct stake and keeps his combined direct/indirect interest above 2%, reinforcing alignment without triggering control concerns. No red flags such as undisclosed 10b5-1 plans or simultaneous sales appear. From a governance standpoint, the filing is routine and does not materially impact risk profile.

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^*

Schottenstein Joseph A.

(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	270,206	D
Class A Common Shares								31,050	I	By Trusts(1)
Class A Common Shares								1,273,099	I	Schottenstein Realty LLC(1)

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

Explanation of Responses:

1. Mr. Schottenstein disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

	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 DBI shares did Joseph A. Schottenstein acquire on 18 June 2025?

72,368 Class A common shares were acquired according to the Form 4.

What is Joseph A. Schottenstein’s total beneficial ownership in Designer Brands Inc. after the transaction?

Approximately 1,574,355 shares (270,206 direct and 1,304,149 indirect).

Was the insider transaction an open-market purchase?

No. The shares were reported at $0.0000, indicating a grant or other award rather than an open-market buy.

Did the Form 4 report any sales or derivative transactions?

No sales or derivative securities were disclosed in this filing.

When was the Form 4 signed and filed?

It was signed by attorney-in-fact Katherine Alfano on 23 June 2025.