Spencer Fleischer Adds Class A and B DERs on 08/08/2025 — LEVI Insider Filing

Rhea-AI Filing Summary

Spencer C. Fleischer, a director of Levi Strauss & Co. (LEVI), reported acquisitions of dividend equivalent rights that will convert into common stock upon settlement. On 08/08/2025 he acquired 213 DERs tied to Class A Common Stock and 187 DERs tied to Class B Common Stock, each recorded with a transaction code A and a price of $0.00. Following these acquisitions the report shows 64,500 shares of Class A Common Stock beneficially owned and 116,515 shares underlying derivative securities beneficially owned. The filing explains that DERs represent contingent rights to receive one share per DER upon settlement, vesting consistent with underlying awards and subject in some cases to deferred delivery, and notes Class B shares convert one-for-one into Class A shares.

Insights

Securities Analyst

TL;DR: Director acquisitions of DERs on 08/08/2025 increase reported beneficial holdings; routine equity compensation activity with no stated cash consideration.

The Form 4 shows Spencer C. Fleischer acquired 213 DERs linked to Class A and 187 DERs linked to Class B, each at $0.00 under transaction code A, indicating grant or issuance rather than open-market purchase. The post-transaction totals—64,500 Class A shares and 116,515 underlying shares from derivatives—represent reported beneficial ownership levels. For investors, this is compensation-related insider activity rather than a direct market purchase signal; materiality appears limited absent additional context on company outstanding shares or large-scale conversions.

Corporate Governance Expert

TL;DR: Grant of dividend-equivalent rights reflects standard director compensation mechanics; vesting and deferred delivery provisions are disclosed.

The disclosure clarifies that the reported items are dividend equivalent rights (DERs) that convert to shares upon settlement and vest in line with underlying awards, with unvested awards accelerating to the earlier of the day before the next annual meeting or the first anniversary of grant. Some underlying awards are fully vested but subject to deferred delivery. The Form 4 properly discloses the nature, quantity, and conversion characteristics, including that Class B shares convert one-for-one into Class A shares, providing transparency on governance-linked equity arrangements.

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^*

Fleischer Spencer C

(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		213(1)	A	$0.00	64,500	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		187(3)		(2)	(2)	Class A Common Stock	187	$0.00	116,515	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 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.

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.
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FAQ

What did Spencer C. Fleischer report on Form 4 for LEVI?

The filing reports acquisition of 213 DERs tied to Class A and 187 DERs tied to Class B on 08/08/2025, recorded as transaction code A at $0.00.

How many LEVI shares does the report show Fleischer beneficially owns after the transactions?

The report shows 64,500 shares of Class A Common Stock beneficially owned and 116,515 shares underlying derivative securities beneficially owned following the transactions.

What are DERs disclosed in the LEVI Form 4?

DERs are dividend equivalent rights that represent a contingent right to receive one share upon settlement; they vest and are delivered consistent with the underlying awards and may be subject to deferred delivery.

Are Class B shares convertible into Class A shares for LEVI?

Yes. The filing states each Class B Common Stock share is convertible into one share of Class A Common Stock at the holder's option and has no expiration date.

What does transaction code 'A' mean in this Form 4?

In this filing, transaction code A is used to indicate an acquisition, consistent with grants or issuances such as DERs recorded at $0.00.