[Form 4] Designer Brands Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing recap: On 06/23/2025 Designer Brands Inc. (ticker DBI) reported insider activity for Mark Haley, the companys SVP, Controller and Principal Accounting Officer. The earliest transaction date noted is 06/18/2025.

Haley received 2,346 dividend equivalent rights (DERs) that accrue on previously granted restricted stock units (RSUs). Each DER is economically equivalent to one Class A common share and was recorded at a price of $0.0000 under transaction code "A" (acquisition).

Following the automatic accrual, Haley now directly holds 6,095 DERs. The filing shows no dispositions of common shares and no cash consideration, indicating this is a routine adjustment tied to the companys dividend policy rather than an active purchase or sale in the open market.

The document contains no additional derivative or non-derivative transactions, financial performance data, or strategic disclosures.

Insights

Securities Analyst

TL;DR: Routine accrual of 2,346 dividend rights; neutral impact.

This Form 4 records the automatic crediting of dividend equivalent rights associated with earlier RSU grants to SVP Mark Haley. The rights were issued at $0.0000 under code "A", reflect no out-of-pocket investment, and do not change the insider's ownership of actual common shares. Because no shares were bought or sold, there is no fresh signal on management's valuation view, and the small size makes the event financially immaterial for investors. Overall, I regard the disclosure as administrative and not impactful.

Corporate Governance Expert

TL;DR: Timely disclosure of automatic dividend equivalents; governance neutral.

The filing demonstrates compliance with Section 16 reporting deadlines, indicating effective internal controls and attention to fiduciary duties. Because the rights arise mechanically from the company's dividend policy and carry no cash value, they do not alter management incentives or raise conflict-of-interest concerns. No sale activity or pattern of opportunistic trading is evident. I therefore view the governance impact as neutral.

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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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^*

Haley Mark

(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)
	SVP, Controller and PAO

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		2,346		(1)	(1)	Class A Common Shares	2,346	$0.0000	6,095	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.
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FAQ

Who is the insider named in Designer Brands (DBI) Form 4 filed on 06/23/2025?

Mark Haley, the company's SVP, Controller and Principal Accounting Officer.

What securities were acquired according to the DBI Form 4 dated 06/18/2025?

2,346 dividend equivalent rights linked to previously granted RSUs.

What was the transaction code and price for the acquisition?

The rights were reported under code A at a price of $0.0000.

How many dividend equivalent rights does Mark Haley hold after the transaction?

Haley now directly owns 6,095 dividend equivalent rights.

Did the Form 4 disclose any sale of Designer Brands common shares?

No; the filing reports no dispositions of DBI common shares.