22 unchanged sentences
ITEM 9B OTHER INFORMATION
−Removed: During the fourteen weeks ended February 3, 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.
+Added: During the thirteen weeks ended February 1, 2025, 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.
ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
38 unchanged sentences
All other schedules specified under Regulation S-X have been omitted because they are not applicable, because they are not required or because the information required is included in the financial statements or notes thereto.
+Added: Sale and Purchase Agreement, dated February 16, 2025, by and between Caleres, Inc.
+Added: (the “Company”) and Tapestry, Inc.
+Added: incorporated herein by reference to Exhibit 2.1 to the Company's Form 8-K filed February 19, 2025.
Restated Certificate of Incorporation of Caleres, Inc.
−Removed: (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: incorporated herein by reference to Exhibit 3.1 to the Company's Form 8-K filed June 1, 2020.
+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.
Description of the Registrant's Securities Registered Pursuant to Section 12 of The Securities Exchange Act of 1934, incorporated herein by reference to Exhibit 4.1 to the Company’s Form 10-K for the year ended February 1, 2020, and filed March 31, 2020.
First Amendment to Fourth Amended and Restated Credit Agreement, dated as of July 20, 2015 (the “Credit Agreement”), among the Company, as lead borrower for itself and on behalf of certain of its subsidiaries, and Bank of America, N.A., as lead issuing bank, administrative agent and collateral agent, Wells Fargo Bank, National Association, as an issuing bank, Wells Fargo Bank, National Association, as syndication agent, JPMorgan Chase Bank, N.A.
−Removed: and SunTrust Bank, as co-documentation agents, and the other financial institutions party thereto, as lenders, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K dated and filed July 20, 2015.
−Removed: Second Amendment to Fourth Amended and Restated Credit Agreement, dated August 17, 2016, among the Company, as lead borrower for itself and on behalf of certain of its subsidiaries, and the financial
−Removed: institutions party thereto, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarterly period ended July 30, 2016.
+Added: and SunTrust Bank, as co-documentation agents, and the other financial
+Added: institutions party thereto, as lenders, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K dated and filed July 20, 2015.
+Added: Second Amendment to Fourth Amended and Restated Credit Agreement, dated August 17, 2016, among the Company, as lead borrower for itself and on behalf of certain of its subsidiaries, and the financial institutions party thereto, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarterly period ended July 30, 2016.
Third Amendment to Fourth Amended and Restated Credit Agreement, dated January 18, 2019, among the Company, as lead borrower for itself and on behalf of certain of its subsidiaries, and the financial institutions party thereto, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K dated and filed January 23, 2019.
15 unchanged sentences
Form of Performance Award Agreement (for 2023 – 2025 performance period) under the Company’s Incentive and Stock Compensation Plan of 2022, incorporated herein by reference to Exhibit 10.3d to the Company’s Form 10-K for the year ended January 28, 2023, and filed March 28, 2023.
−Removed: Form of Restricted Award Agreement (for employee grants commencing March 2023) under the Company’s Incentive and Stock Compensation Plan of 2022, incorporated herein by reference to
−Removed: Exhibit 10.3e to the Company’s Form 10-K for the year ended January 28, 2023, and filed March 28, 2023.
+Added: Form of Restricted Award Agreement (for employee grants commencing March 2023) under the Company’s Incentive and Stock Compensation Plan of 2022, incorporated herein by reference to Exhibit 10.3e to the Company’s Form 10-K for the year ended January 28, 2023, and filed March 28, 2023.
+Added: Form of Performance Award Agreement (for 2024 – 2026 performance period) under the Company’s Incentive and Stock Compensation Plan of 2022, incorporated herein by reference to Exhibit 10.3f to the Company’s Form 10-K for the year ended February 3, 2024, and filed April 2, 2024.
+Added: Form of Restricted Award Agreement (for employee grants commencing March 2024) under the Company’s Incentive and Stock Compensation Plan of 2022, incorporated herein by reference to Exhibit 10.3g to the Company’s Form 10-K for the year ended February 3, 2024, and filed April 2, 2024.
Form of Performance Award Agreement (for 2025 – 2027 performance period) under the Company’s Incentive and Stock Compensation Plan of 2022, filed herewith.
33 unchanged sentences
Caleres, Inc.
−Removed: Incentive Compensation Recovery Policy, filed herewith.
+Added: Incentive Compensation Recovery Policy, incorporated herein by reference to Exhibit 97.1 to the Company’s Form 10-K for the year ended February 3, 2024, and filed April 2, 2024.
Inline XBRL Instance Document
36 unchanged sentences
April 1, 2025
−Removed: /s/ Mahendra R.
April 1, 2025
+Added: /s/ Mahendra R.
April 1, 2025
2 unchanged sentences
April 1, 2025
+Added: /s/ Molly Langenstein
+Added: Molly Langenstein
+Added: April 1, 2025
/s/ Wenda Harris Millard
3 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.