STOCK TITAN

Insider Filing: Ming Jenny J Adds DERs; Ownership Totals Updated

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Ming Jenny J, a director of Levi Strauss & Co. (LEVI), reported insider acquisitions on 08/08/2025 consisting of dividend equivalent rights (DERs) tied to the company's common stock. The filing shows the reporting person acquired 82 DERs that represent contingent rights to receive Class A common stock and 110 DERs that represent contingent rights to receive Class B common stock; the Class B DERs are noted as fully vested and subject to a deferral delivery feature. The report lists 64,442 shares of Class A common stock beneficially owned following the non-derivative transaction and 59,775 derivative securities beneficially owned following the reported derivative transaction. Each share of Class B common stock is convertible into one share of Class A common stock per the filing.

Positive

  • Acquisition of 82 DERs representing contingent rights to receive Class A common stock
  • Acquisition of 110 DERs representing contingent rights to receive Class B common stock (fully vested)
  • Reported beneficial ownership of 64,442 Class A shares and 59,775 derivative securities following the transactions

Negative

  • None.

Insights

TL;DR: Routine grant-based insider acquisitions increased a director's reported economic interest; transactions appear compensation-related and not valuation-changing.

The Form 4 documents acquisitions dated 08/08/2025 of equity-linked instruments (DERs) rather than open-market purchases. The reporting person acquired 82 DERs tied to Class A common stock and 110 DERs tied to Class B common stock, with the filing showing post-transaction beneficial ownership of 64,442 Class A shares and 59,775 derivative instruments. The Class B instruments are fully vested and the filing notes convertibility of Class B into Class A. From a market-impact perspective, these appear to be routine compensation or benefit awards rather than signaling a material change in control or a significant shift in ownership stake.

TL;DR: Award structure and vesting/deferral features align with typical director compensation; no governance red flags in the disclosed items.

The disclosure indicates derivative awards in the form of dividend equivalent rights that vest according to prescribed terms and, in the case of the Class B DERs, are fully vested but subject to a deferral delivery feature. The filing explicitly states conversion mechanics for Class B shares into Class A shares, which is normal for a dual-class structure. There is no disclosure in the form of unusual transfer restrictions, accelerated vesting tied to non-routine events, or disposals that would raise immediate governance concerns.

Insider MING JENNY J
Role Director
Type Security Shares Price Value
Grant/Award Class B Common Stock 110 $0.00 --
Grant/Award Class A Common Stock 82 $0.00 --
Holdings After Transaction: Class B Common Stock — 59,775 shares (Direct); Class A Common Stock — 64,442 shares (Direct)
Footnotes (1)
  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 shall 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. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. Represents DERs, each of which represents a contingent right to receive one share of the issuer's Class B Common Stock upon settlement. The DERs are fully vested. The underlying shares of Class B Common Stock issuable pursuant to the DERs are subject to a deferral delivery feature.
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*
MING JENNY J

(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)
08/08/2025
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 82(1) A $0.00 64,442 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
Class B Common Stock $0.00(2) 08/08/2025 A 110(3) (2) (2) Class A Common Stock 110 $0.00 59,775 D
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 shall 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.
2. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.
3. Represents DERs, each of which represents a contingent right to receive one share of the issuer's Class B Common Stock upon settlement. The DERs are fully vested. The underlying shares of Class B Common Stock issuable pursuant to the DERs are subject to a deferral delivery feature.
/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 did Ming Jenny J report on the LEVI Form 4?

The Form 4 reports acquisitions on 08/08/2025 of 82 DERs tied to Class A common stock and 110 DERs tied to Class B common stock.

How many Class A shares does the filing show Ming Jenny J owns after the transaction?

The filing shows 64,442 shares of Class A common stock beneficially owned following the reported non-derivative transaction.

How many derivative securities are reported following the transactions?

The filing lists 59,775 derivative securities beneficially owned following the reported derivative transaction(s).

Are the Class B DERs vested or subject to vesting?

The filing states the 110 Class B DERs are fully vested and the underlying Class B shares are subject to a deferral delivery feature.

Can Class B common stock be converted to Class A common stock?

Yes; the filing explicitly states each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder and has no expiration date.