What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-04-02 compared with 2025-04-01 · 146 added, 137 removed, 247 unchanged (53% of the section changed)

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We are a global footwear company that operates retail shoe stores and e-commerce websites, and designs, develops, sources, manufactures and distributes footwear for people of all ages.

Our mission is to inspire people to feel great...feet

Our mission is to inspire people to feel great...feet first.

We offer retailers and consumers a diversified portfolio of leading footwear brands.

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Our Famous Footwear segment includes 821 Famous Footwear stores, famousfootwear.com and famousfootwear.ca in Canada.

This national footprint of mostly off-mall store locations is convenient for Famous Footwear’s target consumer, the millennial family.

This North American footprint of

mostly off-mall store locations is convenient for Famous Footwear’s target consumer, the millennial family.

We seek to meet the needs of that millennial family and others by providing an assortment of trend-right, brand-name fashion, casual and athletic footwear at a great price.

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We also have focused on offering the consumer a balanced assortment of fashion and athletic styles from well-known brands.

We continued to tightly manage our inventory levels in 2024, reducing SKU counts and amplifying key product trends and items to drive sales volume.

As we work to evolve our product offerings, we are testing and adding new and emerging brands across various categories to meet the shifting preferences and behaviors of the consumer, which we believe may attract new Famous Footwear consumers while providing the current consumer with additional options.

We believe our kids category, which continues to grow, is a key competitive differentiator.

We continued to tightly manage our inventory levels in 2025, optimizing SKU counts and amplifying key product trends and items to drive sales volume.

We believe our kids category is a key competitive differentiator.

With the millennial mom as our target consumer, we believe her primary purchase motivation is her kids and will prioritize these purchases, even with macroeconomic pressures.

As a result, we are making the kids business a critical component of how our associates connect with our consumers, including ensuring every child finds the perfect fit.

Our investments in new and remodeled stores over the last few years have prioritized an elevated experience within our kids department.

As a result, we continue to make the kids business a critical component of how our associates connect with our consumers, including ensuring every child finds the perfect style and fit.

We are leaning into our best brands from an inventory, marketing and store presence perspective.

In addition, we continue to invest in enhancing our in-store shopping experience to deliver a more engaging and inspiring experience across the omnichannel.

Our new FLAIR (Famous Localized and Immersive Retail) store concept has been successful at driving sales growth and we plan to continue to transform stores to this enhanced consumer shopping experience in 2025.

Our FLAIR (Famous Localized and Immersive Retail) store concept has been successful at driving sales growth and we plan to continue to transform stores to this enhanced consumer shopping experience in 2026.

The FLAIR store concept highlights our leading assortment of trending brands and elevates those brands in an energetic and exciting manner.

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The segment is comprised of the Sam Edelman, Vionic, Naturalizer, Allen Edmonds, Dr.

Scholl’s Shoes, LifeStride, Franco Sarto, Blowfish Malibu, Rykä, Vince and Veronica Beard.

Scholl’s Shoes, Stuart Weitzman, LifeStride, Franco Sarto, Rykä, Blowfish Malibu, Vince, and Veronica Beard brands.

Through these brands, we offer our customers a diversified selection of footwear, each designed and targeted to a specific consumer segment within the marketplace.

We are able to showcase many of our brands in our retail stores and online, leveraging our wholesale and retail platforms, sharing consumer insights across our businesses and testing new and innovative products.

Our Brand Portfolio segment operates 60 retail stores in the United States for our Allen Edmonds and Sam Edelman brands.

This segment also includes our e-commerce businesses that sell our branded footwear.

We also operate a joint venture, which expands our international presence by distributing our Sam Edelman and Naturalizer brands through e-commerce sites, 54 retail stores in East Asia and 120 branded stores owned and operated by third parties through franchise agreements.

Our Brand Portfolio segment operates 85 retail stores in North America for our Allen Edmonds, Sam Edelman and Stuart Weitzman brands.

This segment also includes our e-commerce businesses that sell our branded footwear direct to consumers.

We also operate a joint venture, which expands our international presence by distributing our Sam Edelman and Naturalizer brands through e-commerce sites, 53 retail stores in East Asia with further distribution through 148 branded stores owned and operated by third parties through franchise agreements.

The Brand Portfolio segment also includes 50 Stuart Weitzman retail store locations in East Asia.

Known Trends Impacting Our Business

Macroeconomic Environment

Macroeconomic factors, including, among others, inflation, elevated interest rates, increased real estate costs, higher consumer debt levels and continuing fears of a recession, continued to impact consumer discretionary spending and our financial results during 2024.

In addition, the geopolitical landscape remains uncertain, with potential changes to international trade relations, tariffs and import regulations.

We continued to experience lighter consumer traffic in our retail stores during 2024, resulting in lower net sales.

While we believe that the structural changes we’ve implemented in the last few years, as well as our diversified model and operational discipline, enable the Company to drive value in a variety of market conditions, changes in macro-level consumer spending trends may continue to adversely impact our financial results in the future.

Macroeconomic factors continued to impact consumer discretionary spending and our financial results during 2025.

Throughout the year, we experienced less consumer traffic in our Famous Footwear retail stores, resulting in lower net sales;

however, this decline was offset by higher net sales in our Brand Portfolio segment driven by our acquisition of Stuart Weitzman in August 2025.

Tariff volatility and the lack of clarity surrounding future trade policy developments also heightened uncertainty in the global economy.

We source a majority of our products internationally.

Following the executive orders on tariffs in early 2025, we acted quickly to adjust our country sourcing mix and took other actions to mitigate the tariff impact, such as negotiating price concessions with our factories and selectively raising prices.

On February 20, 2026, the U.S.

Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”).

The availability of refunds related to such tariffs, as well as the potential impact of additional tariff actions, remain uncertain.

Despite these actions, we continued to be subject to tariffs ranging from 19% to 50% and price increases from our vendors.

While we believe that the structural changes we have implemented in the last few years, as well as our diversified model and operational discipline, enable the Company to drive value in a variety of market conditions, changes in macro-level spending trends, geopolitical conflicts and

uncertainties and the impact of trade policy decisions may continue to adversely impact our financial results in the future.

In the near-term, we are focused on the areas within our control, including optimizing our sourcing strategy.

We believe our focus on cost control and our commitment to execute our clearly defined strategic initiatives have positioned us for sustainable, long-term growth.

Our liquidity position remains strong, with $29.6 million in cash and cash equivalents and excess availability on our revolving credit agreement of $272.3 million as of February 1, 2025.

During 2024, borrowings on our revolving credit agreement increased by $37.5 million to $219.5 million, primarily driven by $65.0 million of common stock repurchases under our share repurchase programs.

Our liquidity position remains strong, with $29.8 million in cash and cash equivalents and excess availability on our revolving credit agreement of $207.7 million as of January 31, 2026.

During 2025, borrowings on our revolving credit agreement increased by $77.0 million to $296.5 million, primarily driven by the acquisition of Stuart Weitzman on August 4, 2025.

During 2026, we will continue to evaluate our capital allocation priorities in light of business performance and market conditions.

Recent Development

In February 2025, we signed a definitive agreement to acquire Stuart Weitzman from Tapestry, Inc.

for $105 million, subject to customary adjustments.

Stuart Weitzman has been an iconic global luxury women’s footwear brand for over 35 years.

The acquisition of Stuart Weitzman advances our strategic agenda to grow our Brand Portfolio segment with more global and direct-to-consumer reach.

The acquisition, which is expected to close in the summer of 2025, will be funded through our revolving credit agreement.

Financial Highlights

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Operating earnings

Diluted earnings per share

Diluted (loss) earnings per share

(1) n/m – not meaningful

The following items should be considered in evaluating the comparability of our 2025 and 2024 results:

● Acquisition of Stuart Weitzman – As further discussed in Note 3 to the consolidated financial statements, on August 4, 2025, the Company completed its acquisition of the Stuart Weitzman business for $108.9 million, which was funded with borrowings under our revolving credit agreement.

Stuart Weitzman contributed $102.2 million in net sales during the period from acquisition through January 31, 2026.

In aggregate, we incurred costs of $27.6 million ($20.5 million on an after-tax basis, or $0.62 per diluted share) during 2025.

These charges included $15.4 million of incremental cost of goods sold for the fair value step-up adjustment on the acquired Stuart Weitzman inventory and $12.2 million in acquisition and integration costs, which are presented in restructuring and other special charges on the consolidated statement of earnings.

Refer to Note 5 to the consolidated financial statements for further discussion of these costs.

● Expense reduction initiatives – During 2025, the Company incurred $9.6 million ($7.1 million on an after-tax basis, or $0.22 per diluted share) in connection with expense reduction initiatives announced in the second quarter of 2025.

These charges primarily related to severance and other associated costs.

Refer to Note 5 to the consolidated financial statements for further discussion of these costs.

● Sale of corporate headquarters – On December 19, 2025, the Company completed the sale of the largest of the three parcels comprising its corporate headquarters in Clayton, Missouri.

The Company recognized a gain of $2.6 million ($1.9 million on an after-tax basis, or $0.06 per diluted share).

Refer to Note 5 to the consolidated financial statements for further discussion of these costs.

● Organizational changes – During 2025, we incurred costs of $2.0 million ($1.5 million on an after-tax-basis, or $0.04 per diluted share) related to a CFO transition at our corporate headquarters, with no corresponding costs during 2024.

Refer to Note 5 to the consolidated financial statements for further discussion.

● Restructuring costs - During 2024, we incurred costs of $9.9 million ($7.3 million on an after-tax basis, or $0.21 per diluted share) for restructuring.

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Refer to Note 5 to the consolidated financial statements for further discussion of these costs.

● Impact of the 53rd week – Our accounting period is based upon a traditional retail calendar, which ends on the Saturday nearest January 31.

Periodically, this results in a fiscal year that includes 53 weeks.

Our 2023 fiscal year included 53 weeks, while both our 2024 and 2022 fiscal years had only 52 weeks.

The difference in the number of weeks included in our fiscal years can affect annual comparisons.

The inclusion of the 53 rd week in 2023 resulted in an increase to our consolidated net sales of approximately $25 million and had an immaterial impact on net earnings.

● Deferred tax valuation allowances – As a result of the significant loss before income taxes in 2020 driven by the impairment of goodwill and intangible assets during the pandemic, we entered into a three-year cumulative loss position for federal, state and certain international jurisdictions.

At that time, we increased our valuation allowances on deferred tax assets to $50.0 million, reflecting the uncertainty regarding the utilization of our deferred tax assets in those jurisdictions.

Due to stronger earnings in 2022 and 2023, the Company is no longer in a cumulative three-year loss position.

Accordingly, the Company released valuation allowances on certain deferred tax assets totaling $26.7 million ($0.75 per diluted share) in 2023.

● Expense reduction initiatives –During 2023, we incurred costs of approximately $6.1 million ($4.5 million on an after-tax basis, or $0.13 per diluted share) associated with expense reduction initiatives.

Refer to Note 4 to the consolidated financial statements for further discussion of these initiatives.

Financial Outlook

While 2024 was a disappointing year relative to our initial expectations, we made meaningful progress in advancing our strategic priorities and positioning our brands for sustainable growth.

During 2025, we will focus on improving sales trends and delivering on our financial targets.

We will continue our strategic investment spending while staying disciplined on overall expense levels, and we will remain nimble with product strategies and sourcing to maximize our wins and minimize the impact of tariffs.

We believe we are well-positioned to manage additional tariffs through a combination of factory negotiations, selective price increases and modest gross margin pressure.

Our acquisition of Stuart Weitzman is expected to close in the summer of 2025 and will be a pivotal milestone for us as we have expanded our exposure in contemporary footwear and premium price points.

While 2025 was a challenging year marked by the impact of tariffs and a highly volatile retail environment, we made progress executing our strategic growth initiatives.

We expect 2026 to be a build-back year as we begin to restore earnings power through initiatives that are already in place.

Although the current geopolitical environment presents ongoing uncertainty, we remain focused on disciplined execution to improve financial performance and drive long-term value for our shareholders.

Metrics Used in the Evaluation of Our Business

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Comparison of Financial Results

The following sections discuss the consolidated and segment results of our operations for the year ended February 1, 2025 compared to the year ended February 3, 2024.

For a discussion of the results for the year ended February 3, 2024 compared to the year ended January 28, 2023, refer to Part II, Item 7 " Management’s Discussion and Analysis of Financial Condition and Results of Operations " in our Annual Report on Form 10-K for the year ended February 3, 2024.

The following sections discuss the consolidated and segment results of our operations for the year ended January 31, 2026 compared to the year ended February 1, 2025.

For a discussion of the results for the year ended February 1, 2025 compared to the year ended February 03, 2024, refer to Part II, Item 7 " Management’s Discussion and Analysis of Financial Condition and Results of Operations " in our Annual Report on Form 10-K for the year ended February 1, 2025.

CONSOLIDATED RESULTS

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Other (expense) income, net

Earnings before income taxes

Income tax provision

(Loss) earnings before income taxes

Income tax benefit (provision)

Net (loss) earnings

Net (loss) earnings attributable to noncontrolling interests

Net earnings attributable to Caleres, Inc.

Net sales decreased $94.6 million, or 3.4%, to $2,722.7 million in 2024, compared to $2,817.3 million last year, reflecting soft consumer demand and the impact of the 53 rd week in 2023.

Net sales for our Famous Footwear segment decreased $52.9 million, or 3.3%, compared to 2023 net sales.

Net sales for our Brand Portfolio segment decreased $44.9 million, or 3.5%, compared to 2023.

The 53 rd week in 2023 contributed approximately $25 million to our 2023 consolidated net sales, including $18.2 million in our Famous Footwear segment and $6.8 million in our Brand Portfolio segment.

On a consolidated basis, our direct-to-consumer sales represented approximately 72% of total net sales for both 2024 and 2023.

Gross profit decreased $41.0 million, or 3.2%, to $1,222.0 million in 2024, compared to $1,263.0 million in 2023, primarily driven by lower net sales.

As a percentage of net sales, our gross profit rate increased slightly to 44.9% in 2024, compared to 44.8% in 2023, primarily due to a higher gross margin rate at our Brand Portfolio segment.

The gross margin at Brand Portfolio benefitted from higher merchandise margins and a higher mix of retail sales, including e-commerce sales from our owned brands and sales from our branded retail stores, both of which have higher gross margins than our wholesale sales.

These increases were partially offset by a decrease in the gross margin rate at our Famous Footwear segment driven by higher levels of promotional activity and clearance sales.

Net (loss) earnings attributable to Caleres, Inc.

Net sales increased $35.2 million, or 1.3%, to $2,757.9 million in 2025, compared to $2,722.7 million last year.

Net sales for our Brand Portfolio segment increased $90.0 million, or 7.3%, compared to 2024.

The increase in Brand Portfolio net sales reflects the impact of the Stuart Weitzman acquisition on August 4, 2025, which contributed $102.2 million of net sales.

Net sales for our Famous Footwear segment decreased $56.4 million, or 3.6%, compared to 2024 net sales reflecting less traffic.

On a consolidated basis, our direct-to-consumer sales represented approximately 73% of total net sales in 2025 compared to 72% last year.

Gross profit decreased $37.2 million, or 3.0%, to $1,184.8 million in 2025, compared to $1,222.0 million in 2024, primarily driven by lower net sales at our Famous Footwear segment.

As a percentage of net sales, our gross profit rate decreased to 43.0% in 2025, compared to 44.9% in 2024, primarily driven by lower merchandise margins associated with the impact of tariffs, higher inventory markdowns, higher sales of lower margin product and incremental cost of goods sold of $15.4 million for the Stuart Weitzman fair value inventory step-up adjustment required for purchase accounting.

We classify warehousing, distribution, sourcing and other inventory procurement costs in selling and administrative expenses.

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Selling and administrative expenses increased $92.5 million, or 8.7%, to $1,157.5 million in 2025, compared to $1,065.0 million last year.

The increase is primarily due to higher salary and benefit expenses, marketing expenses, information technology and consulting expense associated with the implementation of our cloud-based ERP platform, and facilities costs, partially offset by lower expenses for our cash and share-based incentive compensation and incremental expenses associated with the 53 rd week in 2023 .

As a percentage of net sales, selling and administrative expenses increased to 39.1% in 2024, from 37.7% last year, reflecting deleveraging of expenses on lower net sales.

The increase was primarily due to expenses associated with our acquired Stuart Weitzman brand.

We also experienced higher expenses associated with growth in our international business, higher facility costs, reflecting higher depreciation associated with the investment in Famous Footwear store renovations, including the FLAIR concept and higher store rent expense as leases are renewed.

As a percentage of net sales, selling and administrative expenses increased to 42.0% in 2025, from 39.1% in 2024.

Restructuring and Other Special Charges, Net

During 2025, we incurred restructuring costs of $20.9 million ($15.8 million on an after-tax basis, or $0.47 per diluted share).

The costs were primarily for the exit of the Naturalizer retail store operations and other restructuring costs, mainly severance.

The costs were primarily for legal, information technology and other related costs due to the acquisition and integration of Stuart Weitzman, which closed on August 4, 2025, and severance and other related costs with our expense reduction initiatives and a CFO transition.

These costs were partially offset by a gain on the sale of a portion of our corporate headquarters in the fourth quarter of 2025.

During 2024, we incurred restructuring and other special charges of $7.1 million ($5.3 million on an after-tax basis, or $0.15 per diluted share) associated with our expense reduction initiatives.

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Operating earnings decreased $143.5 million to $6.4 million in 2025, compared to $149.9 million last year, reflecting the factors described above.

As a percentage of net sales, operating earnings were 5.5% in 2024, compared 6.9% in 2023.

As a percentage of net sales, operating earnings were 0.3% in 2025, compared to 5.5% in 2024.

Interest Expense, Net

Interest expense, net decreased $5.4 million, or 27.8%, to $14.0 million in 2024, compared to $19.4 million last year, reflecting lower average borrowings and a lower weighted-average interest rate on our revolving credit facility.

Interest expense, net increased $4.5 million, or 32.1%, to $18.5 million in 2025, compared to $14.0 million in 2024, reflecting higher average borrowings on our revolving credit facility.

As discussed above, we used the revolving credit facility to fund the acquisition of Stuart Weitzman that closed on August 4, 2025.

Refer to Note 12 to the consolidated financial statements for additional information related to our borrowings.

Other (Expense) Income, Net

Other expense was $0.7 million in 2024, compared to other income of $6.2 million in 2023.

Other expense was $0.1 million in 2025, compared to $0.7 million in 2024.

During the fourth quarter of 2025, we incurred a Supplemental Executive Retirement Plan settlement charge of $0.9 million.

During the fourth quarter of 2024, we incurred a pension settlement charge of $2.7 million associated with a lump sum buyout for certain participants in the domestic pension plan.

In addition, we incurred higher amortization of the actuarial loss related to our pension plans in 2024.

During 2025, we also had a lower expected return on assets.

Refer to Note 6 to the consolidated financial statements for additional information related to our retirement plans.

The net pension income in 2024 was offset by non-operating expenses associated with logistics services provided to a third party, which the Company began providing in the second half of 2023.

Income Tax Provision

The net pension income in 2025 and 2024 was offset by non-operating expenses associated with logistics services provided to a third party.

Income Tax Benefit (Provision)

Our consolidated effective tax rate was 19.2% in 2025, compared to 21.5% in 2024.

Our lower tax rate for 2023 primarily reflected the release of $26.7 million of valuation allowances recorded for certain deferred tax assets.

As a result of the significant loss before income taxes in 2020 driven by the impairment of goodwill and intangible assets during the pandemic, we entered into a three-year cumulative loss position for federal, state and certain international jurisdictions.

At that time, we increased our valuation allowances on deferred tax assets to $50.0 million, reflecting the uncertainty regarding the utilization of our deferred tax assets in those jurisdictions.

Due to stronger earnings in 2022 and 2023, the Company was no longer in a cumulative three-year loss position.

Accordingly, the Company released valuation allowances on certain deferred tax assets totaling $26.7 million ($0.75 per diluted share) in 2023.

During 2025, discrete tax items affected our effective tax rate, including $5.0 million of expense from valuation allowances, offset by tax benefits of $3.0 million attributable to the Macau foreign tax rate differential and $2.5 million related to the remaining transition tax on the mandatory deemed repatriation of cumulative foreign earnings.

During 2024, our effective tax rate was impacted by discrete tax benefits of $1.1 million related to share-based compensation.

In 2021, the OECD released Pillar Two Global Anti-Base Erosion model rules, designed to ensure large corporations are taxed at a minimum rate of 15% in all countries of operation.

The OECD continues to release guidance and countries are implementing legislation to adopt the rules, which became effective on January 1, 2024.

The United States has not yet enacted legislation implementing Pillar Two.

In January 2026, the OECD announced that the U.S.

multinational regime would be considered a side-by-side regime that should prevent U.S.

companies from double taxation.

We are continuing to evaluate the Pillar Two rules and their potential impact on future periods, but we do not expect the rules to have a material impact on our tax provision or effective tax rate.

Refer to Note 7 to the consolidated financial statements for additional information regarding income taxes.

Net Earnings Attributable to Caleres, Inc.

Consolidated net earnings attributable to Caleres, Inc.

were $107.3 million in 2024, compared to $171.4 million last year, reflecting the factors described above.

Net (Loss) Earnings Attributable to Caleres, Inc.

Consolidated net losses attributable to Caleres, Inc.

were $6.7 million in 2025, compared to net earnings of $107.3 million in 2024, reflecting the factors described above.

Geographic Results

We have both domestic and international operations.

Domestic operations include the nationwide operation of our Famous Footwear and other branded retail footwear stores, the wholesale distribution of footwear to numerous retail consumers and the operation of our domestic e-commerce websites.

International operations primarily consist of wholesale operations in East Asia, Canada and Europe, retail operations in Canada and East Asia and the operation of our international e-commerce websites.

Domestic operations include the operation of our Famous Footwear and other branded retail footwear stores, the wholesale distribution of footwear to numerous retail consumers and the operation of our domestic e-commerce websites.

International operations primarily consist of wholesale operations in East Asia, Canada and Europe, retail operations in Canada and East and Southeast Asia and the operation of our international e-commerce websites.

In addition, we license certain of our trade names to third parties who distribute and/or operate retail locations internationally.

The operations in East Asia include first-cost transactions, where footwear is sold at international

ports to customers who then import the footwear into the United States and other countries.

The operations in East Asia include first-cost transactions, where footwear is sold at

international ports to customers who then import the footwear into the United States and other countries.

The breakdown of domestic and international net sales and earnings before income taxes is as follows:

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Ending stores

Net sales decreased $52.9 million, or 3.3%, to $1,556.5 million in 2024, compared to $1,609.4 million last year, reflecting soft consumer demand and the impact of the 53 rd week in 2023, which contributed $18.2 million to our 2023 net sales.

Comparable sales decreased 1.3% in 2024 driven by a decline in consumer traffic in our retail stores.

Despite the challenging retail environment, we experienced growth in our e-commerce business and higher penetration of this channel in 2024.

Our e-commerce penetration in 2024 grew to 14% of net sales, from 13% last year.

Our kids category, which is a key differentiator for Famous Footwear, continued to outperform our other categories, while our boots category was weaker.

Net sales decreased $56.4 million, or 3.6%, to $1,500.1 million in 2025, compared to $1,556.5 million last year, reflecting soft consumer demand.

Comparable sales decreased 2.3% in 2025 but improved each quarter throughout the year.

While we experienced a decline in consumer traffic in our retail stores, our e-commerce business grew in 2025.

We also experienced higher penetration of the e-commerce channel, with growth from 14% of net sales last year to 16% of net sales in 2025.

We remain focused on maximizing the vertical integration opportunity between the Brand Portfolio and Famous Footwear segments, with Dr.

Scholl’s Shoes, LifeStride, Naturalizer and Blowfish Malibu representing four of Famous Footwear’s top 20 best-selling footwear brands in 2025.

In the second quarter of 2025, we launched the Jordan brand, both online and in our retail stores.

The brand quickly rose to one of Famous Footwear’s top brands and was in the top 10 best-selling brands for the remainder of the year.

During 2025, we closed 25 stores on a net basis as we continued to focus on optimizing our store base.

During 2024, we converted 12 stores to the new FLAIR (Famous Localized and Immersive Retail) concept, and these stores continue to outperform our traditionally designed retail stores.

In addition, we opened our first new store with the FLAIR concept in the fourth quarter of 2024.

During 2025, we continued to enhance the consumer experience by converting 22 stores to the FLAIR (Famous Localized and Immersive Retail) concept.

These stores continue to outperform our traditionally designed retail stores.

In addition, we opened one

new store with the FLAIR concept in 2025.

We ended the year with a total of 57 FLAIR stores and anticipate investing in more store conversions in 2026.

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Gross profit decreased $38.6 million, or 5.6%, to $648.0 million in 2025, compared to $686.6 million last year, primarily driven by lower net sales.

As a percentage of net sales, our gross profit rate decreased to 44.1% in 2024, compared to 44.7% in 2023 as a result of higher levels of promotional activity and clearance sales.

As a percentage of net sales, our gross profit rate decreased to 43.2% in 2025, compared to 44.1% in 2024 driven by higher levels of promotional activity and clearance sales.

Selling and Administrative Expenses

Selling and administrative expenses increased $1.6 million, or 0.3%, to $600.5 million during 2025, compared to $598.9 million last year.

The increase primarily reflects higher facilities costs, including depreciation expense associated with the investments in the FLAIR store concept, and higher salary and benefits expenses, partially offset by lower marketing expenses.

The increase primarily reflects higher facilities costs, including depreciation expense associated with the investment Famous Footwear store renovations, including the FLAIR store concept, and higher salary and benefits expenses, partially offset by lower share-based compensation expense and lower warehouse and distribution costs.

As a percentage of net sales, selling and administrative expenses increased to 40.0% in 2025 from 38.5% last year, reflecting the deleveraging of expenses on lower net sales.

Restructuring and Other Special Charges, Net

Restructuring and other special charges of $0.6 million were incurred for severance costs during 2024 .

Restructuring and other special charges of $1.4 million were recorded during 2023 for expenses associated with expense reduction initiatives, primarily severance .

Restructuring and other special charges of $0.3 million were incurred for severance costs associated with our expense reduction initiatives during 2025 .

Restructuring and other special charges of $0.6 million were incurred in 2024 for severance costs .

Refer to Note 5 to the consolidated financial statements for additional information related to these charges.

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Change in retail net sales ($)

Sales change from acquired Stuart Weitzman business

Sales change from 53rd week

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Ending stores - North America

East and Southeast Asia

Ending stores - East Asia (2)

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(1) Direct-to-consumer includes sales of our retail stores and e-commerce sites, and sales through our customers’ websites that we fulfill on a drop-ship basis.

Net sales decreased $44.9 million, or 3.5%, to $1,226.0 million in 2024, compared to $1,270.9 million last year, driven by lower wholesale sales.

The decrease in sales reflects softer demand associated with the challenging macroeconomic environment, as well as the impact of operational disruptions in the second quarter of 2024 related to the launch of our new cloud-based ERP system, primarily while our e-commerce and drop-ship platforms were either offline or ramping up after the launch.

In addition, the 53 rd week in 2023 contributed $6.8 million to net sales last year.

We closed six stores and opened four stores in the United States and expanded our retail store presence in East Asia by opening 20 stores and closing two stores, resulting in a total of 60 stores in the United States and 54 stores in East Asia at the end of 2024.

(2) Includes 25 North America and 53 East Asia retail stores acquired from Stuart Weitzman.

Net sales increased $90.0 million, or 7.3%, to $1,316.0 million in 2025, compared to $1,226.0 million last year.

The increase primarily reflects the acquisition of Stuart Weitzman on August 4, 2025, which contributed net sales of $102.2 million during 2025.

During the year we saw strong growth in our company-owned e-commerce and international business.

At the end of 2025, we operated 85 stores in North America, which included 25 stores acquired as part of the Stuart Weitzman acquisition.

During the year, we closed six stores and opened six new locations within the region.

In East and Southeast Asia, we operated 103 stores at the end of 2025, including 50 stores acquired from Stuart Weitzman, at the end of 2025.

The acquisition of Stuart Weitzman represents the Company’s continued commitment to expand its presence in East Asia.

During the year, we closed 22 stores and opened 17 new stores in East and Southeast Asia.

There were also 148 international branded stores owned and operated by third parties through franchise agreements at the end of 2025, compared to 120 international branded stores at the end of 2024.

The unfilled order position for our wholesale business increased $72.0 million to $332.2 million at the end of 2025, compared to $260.2 million at the end of last year.

Gross profit decreased $9.7 million, or 1.8%, to $536.3 million in 2024, compared to $546.0 million last year.

As a percentage of sales, our gross profit rate increased to 43.7% in 2024, compared to 43.0% last year, reflecting higher merchandise margins and a higher mix of retail sales, including e-commerce sales from our owned brands and sales from our branded retail stores, both of which have higher gross margins than our wholesale sales.

Gross profit increased $0.9 million, or 0.2%, to $537.2 million in 2025, compared to $536.3 million last year.

As a percentage of sales, our gross profit rate decreased to 40.8% in 2025, compared to 43.7% last year.

The decrease was driven by $15.4 million of incremental cost of goods sold related to purchase accounting inventory adjustments for Stuart Weitzman, the impact of tariffs and higher inventory markdowns.

Selling and Administrative Expenses

Selling and administrative expenses increased $90.5 million, or 22.2%, to $498.4 during 2025, compared to $407.9 million last year.

The increase was driven by higher salary and benefits, higher marketing expenses and higher distribution expenses.

As a percentage of net sales, selling and administrative expenses increased to 33.2% in 2024 from 31.4% last year, reflecting deleveraging of expenses over a lower net sales base.

The increase primarily reflects expenses associated with the Stuart Weitzman business that we acquired in August 2025, growth in our international business and a higher provision for expected credit losses, partially offset by lower salaries and benefits expenses.

As a percentage of net sales, selling and administrative expenses increased to 37.9% in 2025 from 33.2% last year.

Restructuring and Other Special Charges, Net

Restructuring and other special charges of $6.5 million were incurred during 2025.

The costs were primarily associated with the exit of our Naturalizer retail store operations and severance.

Restructuring and other special charges of $2.6 million were recorded during 2023 for expenses associated with our expense reduction initiatives, primarily severance and other costs to integrate the Blowfish Malibu office, showroom and information systems into the St.

Louis infrastructure.

The costs were primarily associated with the integration and acquisition of Stuart Weitzman and expense reduction initiatives.

Restructuring and other special charges of $6.3 million were recorded during 2024 for expenses associated with the exit of the Naturalizer retail store operations and severance .

Refer to Note 5 to the consolidated financial statements for additional information related to these charges.

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The net sales elimination of $58.2 million for 2025 is $1.5 million, or 2.6%, lower than in 2024, reflecting a decrease in product sold from our Brand Portfolio segment to Famous Footwear.

Selling and administrative expenses decreased $11.9 million, or 16.9%, to $58.2 million in 2024, compared to $70.1 million last year.

The decrease primarily reflects lower anticipated payments under our cash and share-based incentive compensation plans and other employee benefits.

Selling and administrative expenses increased $0.4 million, or 0.7%, to $58.6 million in 2025, compared to $58.2 million last year.

The increase primarily reflects higher salaries and benefits expense and depreciation associated with the implementation of our cloud-based ERP platform in 2024.

These higher costs were partially offset by lower expense associated with our cash and share-based incentive compensation plans.

Restructuring and other special charges of $14.1 million in 2025 were for legal, information technology and other integration-related costs associated with the acquisition of Stuart Weitzman that closed on August 4, 2025 as well as severance and other costs associated with our expense reduction initiatives.

We also incurred costs related to a CFO transition at the corporate headquarters.

Restructuring and other special charges of $0.2 million in 2024 were associated with severance.

Restructuring and other special charges of $2.1 million in 2023 were associated with expense reduction initiatives, primarily severance, at our corporate headquarters.

Refer to Note 5 to the consolidated financial statements for additional information related to these charges.

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Our borrowings under the revolving credit agreement increased $77.0 million to $296.5 million at the end of 2025, compared to $219.5 million at the end of last year.

We used our revolving credit facility to repurchase $65.5 million of shares of our common stock under our share repurchase program.

We used our revolving credit facility to complete the Stuart Weitzman acquisition of $108.9 million on August 4, 2025.

This increase was partially offset by cash generated from our operations in 2025.

Net interest expense in 2025 was $18.5 million, compared to $14.0 million in 2024.

The decrease in net interest expense in 2024 reflects lower average borrowings and a lower weighted-average interest rate on our revolving credit facility.

The increase in net interest expense in 2025 reflects higher average borrowings and a lower weighted-average interest rate on our revolving credit facility.

Credit Agreement

As further discussed in Note 11 to the consolidated financial statements, the Company maintains a revolving credit facility (the “Credit Agreement”) for working capital needs.

The Credit Agreement, which provides borrowing availability of up to $500.0 million, subject to borrowing base restrictions, that may be further increased by up to $250.0 million, matures on October 5, 2026.

Interest on the borrowings was previously calculated using variable rates based on the London Interbank Offered Rate ("LIBOR") (with a floor of 0.0%), or the prime rate (as defined in the Fifth Amendment), plus a spread.

On April 27, 2023, the Company entered into a Sixth Amendment to Fourth Amended and Restated Credit agreement (as so amended, the “Credit Agreement”) to transition the borrowings on the revolving credit facility from bearing interest based on LIBOR to a term secured overnight financing rate (“SOFR”).

At February 1, 2025, we had $219.5 million of borrowings and $8.2 million in letters of credit outstanding under the Credit Agreement.

Total borrowing availability was $272.3 million at February 1, 2025.

We were in compliance with all covenants and restrictions under the Credit Agreement as of February 1, 2025.

As further discussed in Note 12 to the consolidated financial statements, the Company maintains a revolving credit facility (the “Credit Agreement”) for working capital needs and strategic initiatives.

The Credit Agreement, which provides borrowing availability of up to $700.0 million, subject to borrowing base restrictions, that may be further increased by up to $250.0 million, matures on June 27, 2030.

Interest on the borrowings is at variable rates based on the secured overnight financing rate (“SOFR”), or the prime rate (as defined in the Credit Agreement), plus a spread.

At January 31, 2026, we had $296.5 million of borrowings and $8.6 million in letters of credit outstanding under the Credit Agreement.

Total borrowing availability was $207.7 million at January 31, 2026.

We were in compliance with all covenants and restrictions under the Credit Agreement as of January 31, 2026.

Working Capital and Cash Flow

February 1, 2025

January 31, 2026

February 1, 2025

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Total capitalization is defined as total debt and total equity.

Working capital at February 1, 2025 was $78.6 million, which was $32.6 million higher than at February 3, 2024.

The increase in working capital from 2023 primarily reflects higher inventory and trade accounts receivable and lower trade accounts payable, partially offset by higher borrowings under our revolving credit agreement and higher lease obligations.

Our current ratio was 1.10 to 1 at February 1, 2025, compared to 1.06 to 1 at February 3, 2024.

Our debt-to-capital ratio was 26.6% as of February 1, 2025, compared to 24.3% at February 3, 2024, primarily reflecting higher borrowings under our revolving credit agreement in 2024.

Working capital at January 31, 2026 was $17.2 million, which was $61.4 million lower than at February 1, 2025.

The decrease in working capital from 2024 primarily reflects higher borrowing under our revolving credit agreement and an increase in other accrued expenses, partially offset by a decrease in trade accounts payable, an increase in inventories and an increase in prepaid expenses and other current assets as of January 31, 2026.

Our current ratio was 1.02 to 1 at January 31, 2026, compared to 1.10 to 1 at February 1, 2025.

Our debt-to-capital ratio was 32.7% as of January 31, 2026, compared to 26.6% at February 1, 2025, primarily reflecting higher borrowings under our revolving credit agreement as a result of the Stuart Weitzman acquisition in August 2025.

(Decrease) Increase

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Net cash used for investing activities

Net cash used for financing activities

Net cash provided by (used for) financing activities

Effect of exchange rate changes on cash and cash equivalents

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Cash provided by operating activities was $1.5 million lower in 2025 than last year, reflecting the following factors:

● Lower earnings in 2024 compared to last year, primarily driven by lower consumer demand;

● An increase in inventory in 2024 compared to a decrease in 2023;

● A decrease in trade accounts payable in 2024 compared to an increase last year;

● A loss in 2025 compared to earnings last year;

● A larger decrease in trade accounts payable in 2025 compared to last year;

● A decrease in deferred income taxes in 2025, compared to an increase last year;

partially offset by

● A smaller decrease in accrued expenses and other liabilities in 2024 compared to 2023;

● A n increase in deferred income taxes in 2024, compared to a decrease last year.

Cash used for investing activities was $2.1 million higher in 2024 than last year, reflecting higher capital expenditures.

In 2025, we expect our purchases of property and equipment and capitalized software to be between $50 million and $55 million.

Cash used for financing activities was $118.5 million higher in 2024 than last year, primarily due to net borrowings on our revolving credit agreement of $37.5 million in 2024, compared to net repayments on our revolving credit agreement of $125.5 million in 2023.

This increase was partially offset by a $48.1 million increase in repurchases of common stock under our share repurchase programs during 2024.

● An increase in inventories, compared to a decrease last year;

● A decrease in receivables in 2025, compared to an increase last year.

Cash used for investing activities was $109.8 million higher in 2025 than last year, reflecting the acquisition of Stuart Weitzman in August 2025 and higher capital expenditures, due in part to the Famous Footwear store remodels to the FLAIR concept.

We had 57 FLAIR stores as of January 31, 2026 and expect to invest in more remodels in 2026.

Cash used for financing activities was $102.9 million higher in 2025 than last year, primarily due to net borrowings on our revolving credit agreement of $77.0 million in 2025, compared to net borrowings on our revolving credit agreement of $37.5 million in 2024.

This increase was partially offset by a $60.0 million decrease in repurchases of common stock under our share repurchase programs during 2025.

We paid dividends of $0.28 per share in each of 2025, 2024 and 2023.

The 2024 dividends marked the 102nd year of consecutive quarterly dividends.

On March 12, 2026 the Board of Directors declared a quarterly dividend of $0.07 per share, payable on April 10, 2026, to shareholders of record on March 26, 2026.

The declaration and payment of any future dividend is at the discretion of the Board of Directors and will depend on our results of operations, financial condition, business conditions and other factors deemed relevant by our Board of Directors.

As of February 1, 2025, we had various contractual or other obligations, including the following:

As of January 31, 2026, we had various contractual or other obligations, including the following:

Payments Due by Period

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Purchase obligations (3)

Transition tax (4)

(1) Refer to further discussion in Note 12 to the consolidated financial statements.

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(3) Purchase obligations include agreements to purchase assets, goods or services that specify all significant terms, including quantity and price provision.

(4) One-time transition tax for the mandatory deemed repatriation of cumulative international earnings related to income tax reform.

(4) Includes obligations of our supplemental executive retirement plan and other postretirement benefits, as discussed in Note 6 to the consolidated financial statements.

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The method used to determine market value varies by business division, based on the unique operating models.

At our Famous Footwear segment and certain operations within our Brand Portfolio segment, market value is determined based on net realizable value less an estimate of expected costs to be incurred to sell the product.

At our Famous Footwear segment and certain operations within our Brand Portfolio segment, market

value is determined based on net realizable value less an estimate of expected costs to be incurred to sell the product.

Accordingly, we record markdowns when it becomes evident that inventory items will be sold at prices below cost.

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Such estimates are subject to inherent uncertainties and subjectivity.

During 2020, we entered into a three-year cumulative loss position driven by the significant loss before income taxes.

At that time, we increased our valuation allowances on deferred tax assets to $50.0 million, reflecting the uncertainty regarding the utilization of our deferred tax assets in those jurisdictions.

Due to stronger earnings in 2022 and 2023, the Company was no longer in a cumulative three-year loss position as of February 3, 2024.

Accordingly, we released valuation allowances on certain deferred tax assets totaling $17.4 million in 2022 and $26.7 million in 2023.

During 2024, we released valuation allowances totaling $3.7 million.

As of February 1, 2025, we have valuation allowances totaling $3.4 million, reflecting the uncertainty regarding the utilization of net operating loss carryforwards.

As of January 31, 2026, we have valuation allowances totaling $8.7 million, reflecting the uncertainty regarding the utilization of net operating loss carryforwards.

Impact of Prospective Accounting Pronouncements

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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.

What changed 10-K

Item 7. Management’s Discussion and Analysis