Insider Filing: Elliott reports DERs and dividend reinvestment at LEVI

Rhea-AI Filing Summary

Rodgers Elliott, a director of Levi Strauss & Co. (LEVI), reported acquisitions of Class A common stock. On 08/07/2025 he acquired 233 shares through a dividend reinvestment program at a per-share price of $20.135. On 08/08/2025 he received 116 dividend equivalent rights (DERs) at a reported price of $0.00. The DERs are contingent rights to receive one share upon settlement and vest and are delivered consistent with the underlying awards, generally vesting by the earlier of the day before the next annual stockholder meeting or the first anniversary of grant; some underlying awards are fully vested but subject to deferred delivery. Following these reported transactions, Elliott's direct beneficial ownership is 50,558 Class A shares.

Insights

Financial Analyst

TL;DR: Routine insider acquisitions via dividend reinvestment and DERs; modest change in direct holdings, no clear material market impact.

These transactions consist of a 233-share purchase through a dividend reinvestment program and receipt of 116 DERs. The per-share price shown for the reinvestment is $20.135 and DERs are reported at $0.00. The filings state DERs vest consistent with underlying awards and are subject to deferred delivery rules for some awards. Given the nature of the transactions (dividend reinvestment and award-related DERs) and the relatively small incremental share count versus total outstanding shares (not provided in the filing), this appears to be a routine, non-material change to the director's stake.

Corporate Governance Expert

TL;DR: Disclosure is clear on transaction mechanics and vesting; governance implications are routine and informational.

The Form 4 discloses that the director used a dividend reinvestment program to acquire 233 shares and received 116 DERs, with explicit vesting and delivery terms tied to underlying awards. The filing clarifies the nature of DERs and the deferred delivery feature where applicable. From a governance perspective, the report provides necessary transparency about insider holdings and award settlement mechanics; nothing in the filing indicates unusual compensation practices or exceptional corporate governance actions.

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

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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^*

Rodgers Elliott

(Last) (First) (Middle)

C/O LEVI STRAUSS & CO.

1155 BATTERY STREET

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LEVI STRAUSS & CO [ LEVI ]

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)
08/07/2025

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 Stock	08/07/2025		L(1)	V	233	A	$20.135	50,442	D
Class A Common Stock	08/08/2025		A		116(2)	A	$0.00	50,558	D

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. Shares were acquired pursuant to a dividend reinvestment program offered through a personal brokerage account.

2. Represents dividend equivalent rights (DER), each of which represents a contingent right to receive one share of the issuer's Class A Common Stock upon settlement. The DERs vest and are delivered consistent with the underlying awards to which they relate. Unvested awards and the related DERs vest as to 100% of the shares on the earlier of the day before the next Annual Stockholder Meeting or the first anniversary of the date of grant of the underlying award. Certain underlying awards are fully vested and are subject to a deferred delivery feature, these same terms apply to the related DERs.

	/s/ Priscilla Duncan-Tannous, Attorney-in-Fact	08/11/2025
	** 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

What transactions did Rodgers Elliott report on the LEVI Form 4?

He acquired 233 Class A shares via a dividend reinvestment program on 08/07/2025 at $20.135 and received 116 DERs on 08/08/2025 at $0.00.

What are the dividend equivalent rights (DERs) reported on the LEVI Form 4?

The DERs represent a contingent right to receive one share upon settlement; they vest and are delivered consistent with the underlying awards, generally by the earlier of the day before the next annual stockholder meeting or the first anniversary of grant.

How many LEVI shares does Rodgers Elliott beneficially own after these transactions?

Following the reported transactions, Elliott's direct beneficial ownership is 50,558 Class A shares.

What does the Form 4 indicate about the dividend reinvestment transaction code?

The filing explains that the shares acquired under the transaction were obtained pursuant to a dividend reinvestment program, as shown in the explanations accompanying the table.