Insider Filing: LEVI Director Receives 137 Dividend Equivalent Rights

Rhea-AI Filing Summary

Prime Joshua E, identified as a director of Levi Strauss & Co. (LEVI), acquired 137 dividend equivalent rights (DERs) on 08/08/2025 at a reported price of $0.00. Those DERs are contingent rights to receive one share of the companys Class A Common Stock upon settlement and vest in line with the underlying awards.

The filing shows 64,570 Class A shares beneficially owned by the reporting person following the transaction, held directly. Unvested DERs vest 100% on the earlier of the day before the next annual meeting or one year after grant; some underlying awards are already vested but subject to deferred delivery, with the same DER terms.

Positive

• Director participation: Reporting person acquired 137 DERs, showing continued alignment with shareholder interests.
• Clear vesting terms: DERs vest consistent with underlying awards and convert to one share each on settlement, providing transparency on timing and delivery.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A director received 137 DERs that convert to Class A shares on vesting, modestly increasing direct ownership to 64,570 shares.

The transaction is a routine equity-based award settlement mechanism rather than an open-market purchase or sale. DERs replicate share delivery tied to underlying awards and vesting schedules, aligning director compensation with shareholder outcomes without immediate cash consideration. The post-transaction direct ownership of 64,570 shares reflects continued alignment but is small relative to market capitalization, so governance impact is limited.

Securities Analyst

TL;DR: Insider acquisition of 137 DERs is a standard, non-cash compensation event and is not materially market-moving.

From a securities perspective, the reported A transaction code and $0.00 price indicate grant/award-related delivery rather than a purchase. The DER structure creates contingent share issuance upon vesting, which may dilute over time if settled in shares, but the disclosed 137 additional DERs are immaterial versus the issuers outstanding shares. Investors tracking insider behavior should note timing and vesting triggers but this filing is informational and routine.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Prime Joshua E

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	137	$0.00	--

Holdings After Transaction: Class A Common Stock — 64,570 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
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^*

Prime Joshua E

(Last) (First) (Middle)

C/O LEVI STRAUSS & CO.

1155 BATTERY STREET

(Street)

SAN FRANCISCO CA 9411

(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)
08/08/2025

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	08/08/2025		A		137(1)	A	$0.00	64,570	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. Represents dividend equivalent rights (DERs), 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	08/12/2025
	** 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 transaction was reported for LEVI on this Form 4?

The filing reports acquisition of 137 dividend equivalent rights (DERs) in Levi Strauss & Co. Class A Common Stock on 08/08/2025.

How many LEVI shares does the reporting person own after the transaction?

The reporting person beneficially owns 64,570 Class A shares following the reported transaction, held directly.

What do the dividend equivalent rights (DERs) mean?

Each DER is a contingent right to receive one share upon settlement; they vest and are delivered consistent with the underlying awards to which they relate.

Was any cash paid for the DERs?

The DERs are reported at a price of $0.00, indicating they were granted or issued rather than purchased for cash.

Who is the reporting person and what is their relationship to LEVI?

The Form lists the reporting person as Prime Joshua E and indicates the relationship as Director of Levi Strauss & Co.