Form 4: Levi Strauss CCO Gianluca Flore Receives Equity Awards

Levi Strauss & Co.'s EVP & Chief Commercial Officer, Gianluca Flore, reported the acquisition of restricted stock units and stock appreciation rights, alongside shares withheld for tax obligations.

Summary

• Gianluca Flore, EVP & Chief Commercial Officer of Levi Strauss & Co., reported transactions involving the company's Class A Common Stock and Stock Appreciation Rights.
• Flore acquired 37,611 shares of Class A Common Stock in the form of Restricted Stock Units (RSUs) on January 30, 2026, with a price of $0.00 per share.
• These RSUs will vest in four equal installments of 25% on January 29, 2027, January 28, 2028, January 26, 2029, and January 25, 2030, contingent on continuous service.
• On the same date, 6,451 shares of Class A Common Stock were disposed of at a price of $19.88 per share to cover tax obligations arising from the settlement of vested RSUs.
• Flore also acquired 112,833 Stock Appreciation Rights (SARs) on January 30, 2026, with an exercise price of $19.88 and an acquisition price of $0.00.
• These SARs will vest in four equal installments of 25% on January 29, 2027, January 28, 2028, January 26, 2029, and January 25, 2030, also subject to continuous service.
• Following these transactions, Flore beneficially owns 183,641 shares of Class A Common Stock directly and 112,833 Stock Appreciation Rights directly.
• The reported beneficial ownership of Class A Common Stock includes 172 shares acquired on January 15, 2026, through the company's employee stock purchase plan.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive, reflecting routine executive compensation that aligns management incentives with long-term company performance, despite a minor share disposal for tax purposes.

Positives

• Gianluca Flore acquired 37,611 Restricted Stock Units (RSUs), representing a future right to Class A Common Stock.
• Flore acquired 112,833 Stock Appreciation Rights (SARs), providing potential future value tied to stock price appreciation.
• The acquisition of RSUs and SARs aligns the executive's interests with long-term shareholder value.
• An additional 172 shares were acquired through the employee stock purchase plan, indicating ongoing participation in company equity programs.

Negatives

• 6,451 shares of Class A Common Stock were disposed of to cover tax obligations, reducing the immediate beneficial ownership.

Risks

• The vesting of RSUs and SARs is subject to the reporting person's continuous service, meaning forfeiture could occur if employment terminates before vesting dates.
• The value of the RSUs and SARs is tied to the future performance of Levi Strauss & Co.'s Class A Common Stock, exposing the awards to market fluctuations.

Future Outlook

The filing details future vesting schedules for RSUs and SARs, with 25% vesting annually from January 29, 2027, through January 25, 2030, contingent on continuous service. The Stock Appreciation Rights have an expiration date of January 29, 2036.

Industry Context

StockSavvy.ai notes that equity awards like RSUs and SARs are standard components of executive compensation packages across various industries, including apparel and retail. These awards are designed to incentivize long-term performance and align executive interests with shareholder returns, a common practice for publicly traded companies like Levi Strauss & Co.

Comparison to Industry Standards

• StockSavvy.ai observes that the structure of these equity awards, including multi-year vesting schedules and tax withholdings upon settlement, is consistent with typical executive compensation practices seen in major consumer goods companies such as Nike, Adidas, and PVH Corp.
• The use of both RSUs and SARs provides a balanced incentive structure, offering both direct equity ownership potential and value tied to stock price appreciation, which is a common approach to executive retention and motivation in competitive markets.

Related Party Transactions

• The acquisition of Restricted Stock Units and Stock Appreciation Rights by an executive is a form of related party transaction, specifically executive compensation.
• The acquisition of shares through the employee stock purchase plan is also a related party transaction.

Stakeholder Impact

• Shareholders: The equity awards align the interests of a key executive with long-term shareholder value, potentially fostering better performance. The tax-related share disposal is a minor, routine event.
• Employees: The mention of an employee stock purchase plan indicates broader employee participation in company ownership.
• Management: The awards provide significant long-term incentives and compensation for the EVP & Chief Commercial Officer.

Next Steps

• The RSUs and SARs will vest in four equal installments on January 29, 2027, January 28, 2028, January 26, 2029, and January 25, 2030, subject to continuous service.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation and tax-related transactions. It does not contain information that would fundamentally alter the investment thesis for Levi Strauss & Co. The acquisition of equity awards by a key executive is a positive for aligning interests, but the scale of the transaction is not significant enough to warrant a change in investment recommendation. Therefore, a "hold" recommendation is appropriate, maintaining current positions based on broader company fundamentals rather than this specific insider transaction.

Keywords

Levi Strauss, LEVI, Form 4, Insider Trading, Restricted Stock Units, RSUs, Stock Appreciation Rights, SARs, Executive Compensation, Equity Awards, Gianluca Flore, Chief Commercial Officer