CALERES INC 10-Q

ITEM 5 OTHER INFORMATION Director and Section 16 Officer Trading Arrangements During the thirteen weeks ended May 4, 2024, no director or Section 16 officer adopted or terminated any “Rule 10b5-1 trading arrangement” or “ non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K. ​ On January 19, 2024 , Diane M. Sullivan , Executive Chair , adopted a Rule 10b5-1 plan (“Rule 10b5-1 Plan”) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act of 1934. The Rule 10b5-1 Plan for Ms. Sullivan provides for the sale of up to 241,807 shares of the Company’s common stock (representing the gross number of vested shares before tax withholding for certain restricted stock awards), pursuant to the terms of the Rule 10b5-1 Plan. The Rule 10b5-1 Plan expires on November 22, 2024 , or upon the earlier completion of all authorized transactions under such Rule 10b5-1 Plan. ​ On December 7, 2023 , Daniel R. Friedman , Chief Sourcing Officer , adopted a Rule 10b5-1 plan (“Plan”) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act of 1934. Mr. Friedman’s Plan provides for the sale of up to 15,000 shares of the Company’s common stock, pursuant to the terms of the Plan. The Plan expires on December 31, 2024 , or upon the earlier completion of all authorized transactions under such Plan. ​ ​ ​ 33 Table of Contents ITEM 6 EXHIBITS ​ ​ Exhibit No. 3.1 Restated Certificate of Incorporation of Caleres, Inc. (the “Company”) incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed June 1, 2020. 3.2 Bylaws of the Company as amended through March 9, 2023, incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed March 15, 2023. 31.1 † Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 † Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 † Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS † iXBRL Instance Document 101.SCH † iXBRL Taxonomy Extension Schema Document 101.CAL † iXBRL Taxonomy Extension Calculation Linkbase Document 101.LAB † iXBRL Taxonomy Extension Label Linkbase Document 101.PRE † iXBRL Taxonomy Presentation Linkbase Document 101.DEF † iXBRL Taxonomy Definition Linkbase Document 104 † Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101. * Denotes management contract or compensatory plan arrangements. † Denotes exhibit is filed with this Form 10-Q. ​ ​ ​ ​ 34 Table of Contents SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ​ CALERES, INC. Date: June 11, 2024 /s/ Jack P. Calandra Jack P. Calandra Senior Vice President and Chief Financial Officer on behalf of the Registrant and as the Principal Financial Officer ​ ​ ​ ​ ​ ​ 35