1 unchanged sentence
Director and Section 16 Officer Trading Arrangements
−Removed: On September 16, 2024 , Steven W.
−Removed: 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.
−Removed: The Rule 10b5-1 Plan for Mr.
−Removed: 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.
−Removed: 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.
−Removed: On October 9, 2024 , Daniel R.
−Removed: 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.
−Removed: The Rule 10b5-1 Plan for Mr.
−Removed: 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.
−Removed: 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.
−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 November 2, 2024.
+Added: 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, during the thirteen weeks ended May 3, 2025.
ITEM 6 EXHIBITS
−Removed: 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 November 5, 2024, incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed November 7, 2024.
+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.
+Added: Restated Certificate of Incorporation of the Company 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 May 22, 2025, incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed May 23, 2025.
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
11 unchanged sentences
CALERES, INC.
−Removed: December 11, 2024
+Added: June 10, 2025
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.