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Director and Section 16 Officer Trading Arrangements
−Removed: On July 18, 2024 , John W.
−Removed: Schmidt , President, Chief Executive Officer and Director , 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.
+Added: On September 16, 2024 , Steven W.
+Added: Korn , Director , 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 Mr.
−Removed: Schmidt provides for the sale of up to 65,000 shares of the Company’s common stock, pursuant to the terms of the Rule 10b5-1 Plan.
−Removed: The Rule 10b5-1 Plan expires on April 11, 2025 , or upon the earlier completion of all authorized transactions under such Rule 10b5-1 Plan.
−Removed: No other 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, during the thirteen weeks ended August 3, 2024.
+Added: Korn provides for the sale of up to 7,500 shares of the Company’s common stock, pursuant to the terms of the Rule 10b5-1 Plan.
+Added: The Rule 10b5-1 Plan expires on December 31, 2025 , or upon the earlier completion of all authorized transactions under such Rule 10b5-1 Plan.
+Added: On October 9, 2024 , Daniel R.
+Added: Friedman , Chief Sourcing Officer , 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.
+Added: The Rule 10b5-1 Plan for Mr.
+Added: Friedman provides for the sale of up to 16,782 shares of the Company’s common stock, pursuant to the terms of the Rule 10b5-1 Plan.
+Added: The Rule 10b5-1 Plan expires on December 31, 2025 , or upon the earlier completion of all authorized transactions under such Rule 10b5-1 Plan.
+Added: No other 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, during the thirteen weeks ended November 2, 2024.
ITEM 6 EXHIBITS
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(the “Company”) incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed June 1, 2020.
−Removed: 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.
+Added: Bylaws of the Company as amended through November 5, 2024, incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed November 7, 2024.
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
11 unchanged sentences
CALERES, INC.
−Removed: September 12, 2024
+Added: December 11, 2024
Senior Vice President and Chief Financial Officer
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.