1 unchanged sentence
Director and Section 16 Officer Trading Arrangements
−Removed: 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.
+Added: On July 8, 2025 , Daniel Friedman , Chief Sourcing Officer , terminated 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 was adopted on October 9, 2024 and provided for the sale of up to 16,782 shares of the Company's common stock.
+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 August 2, 2025.
ITEM 6 EXHIBITS
Sale and Purchase Agreement, dated February 16, 2025, by and between Caleres, Inc.
−Removed: (the “Company”) and Tapestry, Inc.
−Removed: incorporated herein by reference to Exhibit 2.1 to the Company’s Form 8-K filed February 19, 2025.
+Added: (the “Company”) and Tapestry, Inc., incorporated herein by reference to Exhibit 2.1 to the Company’s Form 8-K filed February 19, 2025.
+Added: Amendment No.1 to Sale and Purchase Agreement, dated as of August 4, 2025, by and between the Company and Tapestry, Inc., incorporated herein by reference to Exhibit 2.2 to the Company’s Form 8-K filed August 5, 2025.
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.
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.
+Added: Seventh Amendment to Fourth Amended and Restated Credit Agreement, dated as of June 27, 2025, by and among the Company, certain of its subsidiaries party thereto, the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent and collateral agent, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed July 3, 2025.
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
11 unchanged sentences
CALERES, INC.
−Removed: June 10, 2025
+Added: September 9, 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.