CALERES INC 10-Q

ITEM 5 OTHER INFORMATION Director and Section 16 Officer Trading Arrangements ​ On September 17, 2025 , Daniel 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. The Rule 10b5-1 Plan provides for the sale of up to 11,207 shares of the Company's common stock, pursuant to the terms of the Rule 10b5-1 Plan. The Rule 10b5-1 Plan expires on December 15, 2026 , or upon the earlier completion of all authorized transactions under such Rule 10b5-1 Plan. ​ 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 1, 2025. ​ Bylaws Amendment ​ On December 10, 2025, the Board of Directors amended the Company’s Bylaws to, among other things, (i) revise the calculation of the advance notice window for stockholders to nominate directors or make other business proposals at an annual meeting of stockholders such that it is 90 to 120 days before the anniversary of the prior year’s annual meeting rather than 90 to 120 days before the upcoming annual meeting; (ii) revise and clarify the scope of certain procedures and disclosure requirements set forth in the provisions for stockholders to provide advance notice of director nominations and business proposals; (iii) establish that special meetings of the Board may be called by ​ 43 Table of Contents the Chair of the Board or a majority of the Board (rather than by the Chair of the Board or any two directors); and (iv) make certain administrative, modernizing, clarifying and conforming changes. ​ As a result of the amendments to the Bylaws, a stockholder who intends to present an item of business at the 2026 annual meeting (other than a proposal submitted for inclusion in our proxy materials) or to nominate an individual for election as a director at the 2026 annual meeting must provide notice to us of such business or nominee in accordance with the requirements in the Bylaws not later than the close of business on February 20, 2026 and not earlier than January 22, 2026 (rather than between January 28, 2026 and February 27, 2026 as disclosed in our 2025 proxy statement). However, if the date of our 2026 annual meeting is more than 30 days before or more than 60 days after the first anniversary of the date of the 2025 annual meeting, then such notice must be delivered no earlier than the close of business on the 120th calendar day prior to the date of the 2026 annual meeting and not later than the close of business on the later of the 90th calendar day prior to the date of the 2026 annual meeting or the 10th calendar day following the calendar day on which public announcement of the date of 2026 annual meeting is first made by us. Any such notice must also comply with the timing, disclosure, procedural and other requirements as set forth in our Bylaws. ​ The foregoing summary of the amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, which is attached as Exhibit 3.2 to this Quarterly Report on Form 10-Q and incorporated herein by reference. ​ ​ 44 Table of Contents ITEM 6 EXHIBITS ​ ​ Exhibit No. 2.1 ​ Sale and Purchase Agreement, dated February 16, 2025, by and between Caleres, Inc. (the “Company”) and Tapestry, Inc., incorporated herein by reference to Exhibit 2.1 to the Company’s Form 8-K filed February 19, 2025. 2.2 ​ 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. 3.1 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. 3.2 † Bylaws of the Company as amended through December 10, 2025, filed herewith. 10.1 ​ 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. 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 exhibit is filed with this Form 10-Q. ​ ​ ​ ​ 45 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: December 11, 2025 /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 ​ ​ ​ ​ ​ ​ 46