What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-04-02 compared with 2025-04-01 · 371 added, 243 removed, 1122 unchanged (35% of the section changed)

3 unchanged sentences

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework).

Based on our evaluation, our principal executive officer and principal financial officer have concluded that the Company’s internal control over financial reporting was effective as of February 1, 2025.

The effectiveness of our internal control over financial reporting as of February 1, 2025 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report, which is included herein.

Management’s assessment of the effectiveness of our internal control over financial reporting did not include the internal controls of Stuart Weitzman, which was acquired in August 2025, as further discussed in Note 3 to the consolidated financial statements.

Stuart Weitzman is included in the Company’s 2025 consolidated financial statements.

Stuart Weitzman constituted 9.4% of consolidated total assets as of January 31, 2026;

and 3.7% and 4.1% of consolidated net sales and gross profit, respectively, for the fiscal year ended January 31, 2026.

The effectiveness of our internal control over financial reporting as of January 31, 2026 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report, which is included herein.

Report of Independent Registered Public Accounting Firm

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Opinion on Internal Control Over Financial Reporting

We have audited Caleres, Inc.’s internal control over financial reporting as of February 1, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

We have audited Caleres, Inc.’s internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Caleres, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of February 1, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of February 1, 2025 and February 3, 2024, the related consolidated statements of earnings, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended February 1, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a), and our report dated April 1, 2025 expressed an unqualified opinion thereon.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Stuart Weitzman, which is included in the 2025 consolidated financial statements of the Company and constituted 9.4% of consolidated total assets as of January 31, 2026;

and 3.7% and 4.1% of consolidated net sales and gross profit, respectively, for the fiscal year ended January 31, 2026.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Stuart Weitzman.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, 2026 and February 1, 2025, the related consolidated statements of earnings, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended January 31, 2026, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated April 2, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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We have audited the accompanying consolidated balance sheets of Caleres, Inc.

(the Company) as of February 1, 2025 and February 3, 2024, the related consolidated statements of earnings, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended February 1, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at February 1, 2025 and February 3, 2024, and the results of its operations and its cash flows for each of the three years in the period ended February 1, 2025, in conformity with U.S.

(the Company) as of January 31, 2026 and February 1, 2025, the related consolidated statements of earnings, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended January 31, 2026, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 31, 2026 and February 1, 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of February 1, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated April 1, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated April 2, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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Description of the Matter

As described in Note 1 and Note 8, the Company had inventories of $565.2 million as of February 1, 2025 which included finished goods of $550.2 million, net of related markdown reserves of $17.7 million.

As described in Note 1 and Note 9, the Company had inventories of $610.5 million as of January 31, 2026, which included finished goods of $594.5 million, net of related markdown reserves of $33.2 million.

The Company provides markdown reserves to reduce the carrying values of inventories.

In determining markdown reserves, the Company considers recent and forecasted sales prices, the length of time the product is held in inventory, quantities of various product styles contained in inventory as well as demand, among other factors.

Auditing the Company’s Brand Portfolio markdown reserves was complex and involved a high degree of subjectivity, as it included assessing the significant assumptions, including forecasted sales prices and demand, considering the length of time the product is held in inventory and quantities of various product styles contained in inventory.

Auditing the Company’s Brand Portfolio markdown reserves was complex, as it included assessing the assumptions, including forecasted sales prices and demand, considering the length of time the product is held in inventory and quantities of various product styles contained in inventory.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company's markdown reserves determination process.

This included controls over the Company’s review of the significant assumptions underlying the markdown reserves estimate, as outlined above.

We performed audit procedures which included, among other procedures, testing the accuracy and completeness of the underlying data used in the estimation calculations and evaluating significant assumptions, including forecasted sales prices, and demand, considering the length of time the product is held in inventory and quantities of various product styles contained in inventory.

For example, we compared recent sales of inventory items on-hand at year-end, performed a retrospective review analysis comparing sales activity in the current year to the inventory markdown reserves estimated by the Company in the prior year to evaluate management’s ability to accurately estimate the markdown reserves, and developed an independent expectation of the markdown reserves using historical activity and compared our independent expectation to the markdown reserves recorded.

This included controls over the Company’s review of the assumptions underlying the markdown reserves estimate, as outlined above.

We performed audit procedures which included, among other procedures, testing the accuracy and completeness of the underlying data used in the estimation calculations and evaluating assumptions, including forecasted sales prices, and demand, considering the length of time the product is held in inventory and quantities of various product styles contained in inventory.

For example, we compared recent sales of inventory items on-hand at year-end, performed a retrospective review analysis comparing sales activity after year end to markdown reserves estimated by the Company to evaluate management’s ability to accurately estimate the markdown reserves, and developed an independent expectation of the markdown reserves using historical activity and compared our independent expectation to the markdown reserves recorded.

In addition, we performed inquiries of the Company’s management to evaluate the Company’s estimate of the markdown reserves.

5 unchanged sentences

($ thousands)

February 1, 2025

January 31, 2026

February 1, 2025

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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.

Basic earnings per common share attributable to Caleres, Inc.

Diluted earnings per common share attributable to Caleres, Inc.

Net (loss) earnings attributable to Caleres, Inc.

Basic (loss) earnings per common share attributable to Caleres, Inc.

Diluted (loss) earnings per common share attributable to Caleres, Inc.

See notes to consolidated financial statements.

1 unchanged sentence

($ thousands)

Other comprehensive (loss) income ("OCI"), net of tax:

Net (loss) earnings

Other comprehensive income ("OCI"), net of tax:

Foreign currency translation adjustment

Pension and other postretirement benefits adjustments

Other comprehensive loss, net of tax

Other comprehensive income (loss), net of tax

Comprehensive income

5 unchanged sentences

Operating Activities

Adjustments to reconcile net earnings to net cash provided by operating activities:

Net (loss) earnings

Adjustments to reconcile net (loss) earnings to net cash provided by operating activities:

Amortization of capitalized software

Amortization of intangible assets

Amortization of debt issuance costs and debt discount

Amortization of debt issuance costs

Share-based compensation expense

Loss on disposal of property and equipment

(Gain) loss on disposal of property and equipment

Impairment charges for property, equipment, and lease right-of-use assets

1 unchanged sentence

Deferred income taxes

Changes in operating assets and liabilities:

Changes in operating assets and liabilities, net of acquired amounts:

Prepaid expenses and other current and noncurrent assets

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Purchases of property and equipment

Proceeds from sale of headquarters

Capitalized software

Acquisition of Stuart Weitzman, net of cash received

Net cash used for investing activities

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Repayments under revolving credit agreement

Debt issuance costs

Dividends paid

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Contributions by noncontrolling interests

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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Acquisition of treasury stock

( 2,622,845 )

Issuance of common stock under share-based plans, net

Share-based compensation expense

BALANCE JANUARY 28, 2023

BALANCE FEBRUARY 3, 2024

Foreign currency translation adjustment

4 unchanged sentences

Acquisition of treasury stock

( 1,938,324 )

Issuance of common stock under share-based plans, net

8 unchanged sentences

Acquisition of treasury stock

( 1,938,324 )

Issuance of common stock under share-based plans, net

Share-based compensation expense

BALANCE FEBRUARY 1, 2025

BALANCE JANUARY 31, 2026

See notes to consolidated financial statements.

5 unchanged sentences

The footwear is sold at a variety of price points through multiple distribution channels both domestically and internationally.

As of February 1, 2025, the Company operated 960 retail shoe stores in the United States, Canada, East Asia and Guam under the Famous Footwear, Sam Edelman, Naturalizer and Allen Edmonds names.

In addition, through its Brand Portfolio segment, the Company designs, sources, manufactures and markets footwear to retail stores domestically and internationally, including online retailers, national chains, department stores, independent retailers and mass merchandisers.

As of January 31, 2026, the Company operated 1,009 retail shoe stores in the United States, Canada, Europe, East Southeast Asia and Guam under the Famous Footwear, Allen Edmonds, Sam Edelman, Stuart Weitzman and Naturalizer names.

Refer to Note 2 to the consolidated financial statements for additional information regarding the Company’s revenue by category and Note 8 for discussion of the Company’s business segments.

1 unchanged sentence

Although the third fiscal quarter has historically accounted for a substantial portion of the Company’s earnings for the year, the Company has experienced more equal distribution among the quarters in recent years.

Certain prior period amounts in the notes to the consolidated financial statements have been reclassified to the current period presentation.

These reclassifications did not affect net (loss) earnings attributable to Caleres, Inc.

Consolidation

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Noncontrolling interests in the Company’s consolidated financial statements result from the accounting for noncontrolling interests in partially-owned consolidated subsidiaries or affiliates.

In 2019, the Company entered into a joint venture with Brand Investment Holding Limited ("Brand Investment Holding"), a member of the Gemkell Group, to sell branded footwear in China, including Sam Edelman, Naturalizer and other brands.

The Company has a joint venture agreement with Brand Investment Holding Limited ("Brand Investment Holding"), a member of the Gemkell Group, to sell branded footwear in China, including Sam Edelman, Naturalizer and other brands.

The Company and Brand Investment Holding are each 50 % owners of the joint venture, which is named CLT Brand Solutions ("CLT").

In 2024, capital contributions of $ 4.0 million were made to CLT, including $ 2.0 million received from Brand Investment Holding.

In 2025, capital contributions of $ 5.3 million were made to CLT including $ 2.7 million received from Brand Investment Holdings.

In 2024, capital contributions of $ 4.0 million were made to CLT, including $ 2.0 million received from Brand Investment Holding.

As of February 1, 2025 and February 3, 2024, assets of CLT were $ 27.1 million and $ 23.2 million, respectively, and liabilities were $ 13.2 million and $ 9.3 million, respectively.

As of January 31, 2026 and February 1, 2025, assets of CLT were $ 31.0 million and $ 27.1 million, respectively, and liabilities were $ 16.8 million and $ 13.2 million, respectively.

Net sales of CLT were $ 38.5 million, $ 29.8 million and $ 26.8 million in 2025, 2024 and 2023, respectively.

Operating earnings of CLT were $ 0.5 million for 2023 and operating losses were $ 2.6 million and $ 2.7 million in 2024 and 2022, respectively.

Operating losses of CLT were $ 5.3 million and $ 2.6 million in 2025 and 2024, respectively.

Operating earnings of CLT were $ 0.5 million for 2023.

The Company consolidates CLT into its consolidated financial statements on a one-month lag.

3 unchanged sentences

The Company’s fiscal year is the 52- or 53-week period ending the Saturday nearest to January 31.

Fiscal years 2024 and 2022, both of which included 52 weeks, ended on February 1, 2025 and January 28, 2023, respectively.

Fiscal years 2025 and 2024, both of which included 52 weeks, ended on January 31, 2026 and February 1, 2025, respectively.

Fiscal year 2023 included a 53-week period ending February 3, 2024.

2 unchanged sentences

Actual results could differ from those estimates.

Certain estimates and assumptions use forecasted financial information based on information reasonably available to us.

Significant estimates as assumptions are required as part of accounting for customer returns and allowances, gift card breakage income, deferred revenue associated with reward programs, valuation of inventories, depreciation and amortization, impairments reserves and acquisitions.

Changes in facts and circumstances may result in revised estimates and assumptions, and actual results could differ from these estimates.

Cash and Cash Equivalents

2 unchanged sentences

These receivables typically settle in five days or less.

Amounts due from the financial institutions for these transactions totaled $ 8.4 million and $ 9.3 million as of February 1, 2025 and February 3, 2024, respectively.

The Company had an immaterial amount of restricted cash as of February 1, 2025 and February 3, 2024.

Amounts due from the financial institutions for these transactions totaled $ 9.4 million and $ 8.4 million as of January 31, 2026 and February 1, 2025, respectively.

The Company had an immaterial amount of restricted cash as of January 31, 2026 and February 1, 2025.

In accordance with Accounting Standards Codification (“ASC”) Topic 326, Financial Instruments - Credit Losses, the Company estimates and records an expected lifetime credit loss on accounts receivable by utilizing credit ratings and other customer-related information, as well as historical loss experience.

The allowance for expected credit losses is adjusted for current conditions and reasonable and supportable forecasts.

The Company recorded adjustments to the provision for expected credit losses of $0.8 million and $ 0.3 million in 2024 in 2022, respectively, and recorded a provision for expected credit losses of $ 1.0 million in 2023.

The Company recorded provisions for expected credit losses of $ 7.5 million and $ 1.0 million in 2025 and 2023, respectively, and adjustments to the provision for expected credit losses of $0.8 million in 2024.

Customer allowances represent reserves against the Company’s wholesale customers’ accounts receivable for margin assistance, product returns, customer deductions and co-op advertising allowances.

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For inventory valued at LIFO, the Company regularly reviews the inventory for excess, obsolete or impaired inventory, and writes it down to the lower of cost or market.

An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time.

If the first-in, first-out (“FIFO”) method had been used, consolidated inventories would have been $ 10.9 million and $ 10.3 million higher at February 1, 2025 and February 3, 2024, respectively.

If the first-in, first-out (“FIFO”) method had been used, consolidated inventories would have been $ 14.9 million and $ 10.9 million higher at January 31, 2026 and February 1, 2025, respectively.

In 2025 and 2024, the Company recorded LIFO provisions of $ 4.1 million and $ 0.6 million, respectively, on certain inventories as a result of product cost inflation.

3 unchanged sentences

At the Famous Footwear segment and certain operations within the 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, the Company records markdowns when it becomes evident that inventory items will be sold at prices below cost.

Accordingly, the Company records markdowns

when it becomes evident that inventory items will be sold at prices below cost.

As a result, gross profit rates at the Famous Footwear segment and, to a lesser extent, the Brand Portfolio segment are lower than the initial markup during periods when permanent price reductions are taken to clear product.

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The ultimate amount realized from the sale of certain products could differ from management estimates.

Markdown reserves were $ 17.7 million and $ 20.9 million as of February 1, 2025 and February 3, 2024, respectively.

Markdown reserves were $ 33.2 million and $ 17.7 million as of January 31, 2026 and February 1, 2025, respectively.

The costs of inventory, inbound freight and duties, markdowns, shrinkage and royalty expense are classified in cost of goods sold.

7 unchanged sentences

The Company capitalizes certain costs in other assets, including internal payroll costs incurred in connection with the development or acquisition of software for internal use.

Other assets on the consolidated balance sheets include $ 13.6 million and $ 16.3 million of computer software costs as of February 1, 2025 and February 3, 2024, respectively, which are net of accumulated amortization of $ 76.8 million and $ 88.1 million as of the end of the respective periods.

In addition, other assets on the consolidated balance sheets include $ 24.8 million and $ 16.4 million for cloud computing arrangements (software-as-a-service contracts) and related implementation costs as of February 1, 2025 and February 3, 2024, respectively, which are net of accumulated amortization of $ 9.4 million and $ 6.7 million as of the end of the respective periods.

Other assets on the consolidated balance sheets include $ 12.4 million and $ 13.6 million of computer software costs as of January 31, 2026 and February 1, 2025, respectively, which are net of accumulated amortization of $ 78.8 million and $ 76.8 million as of the end of the respective periods.

In addition, other assets on the consolidated balance sheets include $ 21.9 million and $ 24.8 million for cloud computing arrangements (software-as-a-service contracts) and related implementation costs as of January 31, 2026 and February 1, 2025, respectively, which are net of accumulated amortization of $ 14.7 million and $ 9.4 million as of the end of the respective periods.

These balances include capitalized costs associated with the Company’s implementation of its cloud-based ERP in 2024.

Property and Equipment

Property and equipment are stated at cost.

Depreciation of property and equipment is provided over the estimated useful lives of the assets or the remaining lease terms, where applicable, using the straight-line method.

Interest Expense

Property and equipment, net is recorded at cost less accumulated depreciation determined by the straight-line method over the expected useful life of the assets or the remaining lease terms, including the impact of impairments and disposals.

The net book value of property or equipment sold or retired is removed from the asset and related accumulated depreciation accounts with any resulting net gain or loss included in results of operations.

Interest Expense

Interest expense generally includes interest for borrowings under the Company’s revolving credit agreement, fees paid for the unused portion of the line of credit, and amortization of the deferred debt issuance costs.

Capitalized Interest

Interest costs for major asset additions are capitalized during the construction or development period and amortized over the lives of the related assets.

The Company capitalized interest of $ 0.4 and $ 0.3 million in 2024 and 2023, respectively, related to the implementation of its cloud-based ERP.

Goodwill and Intangible Assets

4 unchanged sentences

The test compares the fair value of the Company’s reporting units to the carrying value of those reporting units.

This test requires significant assumptions, estimates and judgments by management, and is subject to inherent uncertainties and subjectivity.

requires significant assumptions, estimates and judgments by management, and is subject to inherent uncertainties and subjectivity.

The Company performs its goodwill impairment assessment and impairment tests on its indefinite-lived intangible assets as of the first day of the fourth quarter of each fiscal year unless events indicate an interim test is required.

5 unchanged sentences

The estimated accruals for these liabilities could be affected if development of costs on claims differ from these assumptions and historical trends.

Based on available information as of February 1, 2025, the Company believes it has provided adequate reserves for its self-insurance exposure.

As of February 1, 2025 and February 3, 2024, self-insurance reserves were $ 9.4 million and $ 10.4 million, respectively.

Based on available information as of January 31, 2026, the Company believes it has provided adequate reserves for its self-insurance exposure.

As of January 31, 2026 and February 1, 2025, self-insurance reserves were $ 11.0 million and $ 9.4 million, respectively.

Supplier Finance Program

3 unchanged sentences

The liabilities for the suppliers that participate in the Program are presented within accounts payable in the Company’s consolidated balance sheets, with changes reflected within cash flows from operating activities when settled.

As of February 1, 2025 and February 3, 2024, the Company had $ 22.0 million and $ 13.0 million, respectively, of accounts payable subject to the Program arrangements.

As of January 31, 2026 and February 1, 2025, the Company had $ 25.3 million and $ 22.0 million, respectively, of accounts payable subject to the Program arrangements.

The following table is a rollforward of the obligations confirmed under the Program for 2025 and 2024:

($ thousands)

February 1, 2025

January 31, 2026

February 1, 2025

Confirmed obligations outstanding at the beginning of the year

Invoices confirmed during the year

Confirmed invoices paid during the year

Confirmed obligations outstanding at the end of the year

Confirmed obligations outstanding at the beginning of the period

Invoices confirmed during the period

Confirmed invoices paid during the period

Confirmed obligations outstanding at the end of the period

Revenue Recognition

11 unchanged sentences

The Company’s gift cards do not have expiration dates or inactivity fees.

The Company recognizes revenue from gift cards

when (i) the gift card is redeemed by the consumer or (ii) the likelihood of the gift card being redeemed by the consumer is remote (“gift card breakage”) and the Company determines that it does not have a legal obligation to remit the value of unredeemed gift cards to the relevant jurisdictions.

The Company recognizes revenue from gift cards when (i) the gift card is redeemed by the consumer or (ii) the likelihood of the gift card being redeemed by the consumer is remote (“gift card breakage”) and the Company determines that it does not have a legal obligation to remit the value of unredeemed gift cards to the relevant jurisdictions.

The gift card breakage rate is determined based upon historical redemption patterns.

1 unchanged sentence

Gift card breakage income is included in net sales in the consolidated statements of earnings and the liability established upon the sale of a gift card is included in other accrued expenses within the consolidated balance sheets.

The Company recognized gift card breakage of $ 0.8 million in both 2024 and 2023, and $ 1.1 million in 2022.

The Company recognized gift card breakage of $ 1.0 million in 2025 and $ 0.8 million in both 2024 and 2023.

Loyalty Program

6 unchanged sentences

In addition, loyalty programs have recently been launched for the Allen Edmonds and Naturalizer brands.

As of February 1, 2025 and February 3, 2024, the Company had loyalty program liabilities totaling $ 7.8 million and $ 11.5 million, respectively, which are included in other accrued expenses on the consolidated balance sheets.

Of the $ 7.8 million loyalty program liability as of February 1, 2025, $ 6.6 million is reflected in the Famous Footwear segment and $ 1.2 million is reflected in the Brand Portfolio segment.

As of January 31, 2026 and February 1, 2025, the Company had loyalty program liabilities totaling $ 7.8 million and $ 7.8 million, respectively, which are included in other accrued expenses on the consolidated balance sheets.

Of the $ 7.8 million loyalty program liability as of January 31, 2026, $ 6.4 million is reflected in the Famous Footwear segment and $ 1.4 million is reflected in the Brand Portfolio segment.

Of the $ 7.8 million loyalty program liability as of February 1, 2025, $ 6.6 million is reflected in the Famous Footwear segment and $ 1.2 million is reflected in the Brand Portfolio segment.

13 unchanged sentences

Total costs of co-op advertising provided to wholesale customers that are reflected as a reduction of net sales were $ 18.8 million in 2025, $ 19.4 million in 2024 and $ 17.0 million in 2023.

Total advertising costs attributable to future periods that are deferred and recognized as a component of prepaid expenses and other current assets were $ 3.1 million and $ 7.0 million at February 1, 2025 and February 3, 2024, respectively.

The Company did not incur any co-op advertising costs that were reflected in selling and

administrative expenses during 2025, 2024 and 2023.

Total advertising costs attributable to future periods that are deferred and recognized as a component of prepaid expenses and other current assets were $ 3.2 million and $ 3.1 million at January 31, 2026 and February 1, 2025, respectively.

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the consolidated financial statement carrying amounts and the tax bases of its assets and liabilities.

5 unchanged sentences

The Company leases all of its retail locations, a manufacturing facility and certain office locations, distribution centers and equipment under operating leases.

In addition, as further discussed in Note 13 to the consolidated financial statements, the Company has entered into a new lease for its corporate headquarters.

Approximately 28 % of the leases entered into by the Company include options that allow the Company to extend the lease term beyond the initial commitment period, subject to terms agreed to at lease inception.

4 unchanged sentences

Variable lease payments are expensed as incurred.

The Company has elected the practical expedient under ASC 842 to not separate non-lease components from associated lease components for the entire population of operating lease assets.

Contingent Rentals

3 unchanged sentences

Construction Allowances Received From Landlords

At the time its retail facilities are initially leased, the Company often receives consideration from landlords to be applied against the cost of leasehold improvements necessary to open the store.

At the time its facilities are initially leased, the Company often receives consideration from landlords to be applied against the cost of leasehold improvements necessary to open the store.

The Company treats these construction allowances as a lease incentive.

8 unchanged sentences

Pre-opening costs associated with opening retail stores, including payroll, supplies and facility costs, are expensed as incurred.

Earnings Per Common Share Attributable to Caleres, Inc.

The Company uses the two-class method to calculate basic and diluted earnings per common share attributable to Caleres, Inc.

(Loss) Earnings Per Common Share Attributable to Caleres, Inc.

The Company uses the two-class method to calculate basic and diluted (loss) earnings per common share attributable to Caleres, Inc.

shareholders.

Unvested restricted stock awards are considered participating units because they entitle holders to non-forfeitable rights to dividends or dividend equivalents during the vesting term.

Under the two-class method, basic earnings per common share attributable to Caleres, Inc.

shareholders is computed by dividing the net earnings attributable to Caleres, Inc.

after allocation of earnings to participating securities by the weighted-average number of common shares

outstanding during the year.

Diluted earnings per common share attributable to Caleres, Inc.

shareholders is computed by dividing the net earnings attributable to Caleres, Inc.

Under the two-class method, basic (loss) earnings per common share attributable to Caleres, Inc.

shareholders is computed by dividing the net (loss) earnings attributable to Caleres, Inc.

after allocation of earnings to participating securities by the weighted-average number of common shares outstanding during the year.

Diluted (loss) earnings per common share attributable to Caleres, Inc.

shareholders is computed by dividing the net (loss) earnings attributable to Caleres, Inc.

after allocation of earnings to participating securities by the weighted-average number of common shares and potential dilutive securities outstanding during the year.

Potential dilutive securities consist of outstanding stock options and contingently issuable shares for the Company’s performance share awards.

Refer to Note 3 to the consolidated financial statements for additional information related to the calculation of earnings per common share attributable to Caleres, Inc.

Refer to Note 4 to the consolidated financial statements for additional information related to the calculation of (loss) earnings per common share attributable to Caleres, Inc.

shareholders.

28 unchanged sentences

Based upon independent environmental assessments, liabilities are recorded when remedial action is considered probable and the costs can be reasonably estimated and are evaluated independently of any future claims recovery.

Generally, the timing of these accruals coincides with completion of a feasibility study or the Company’s commitment to a formal plan of action, and the cost estimates are subject to change as new information becomes available.

Generally, the timing of these accruals coincides with completion of a feasibility study or

the Company’s commitment to a formal plan of action, and the cost estimates are subject to change as new information becomes available.

Costs of future expenditures for environmental remediation obligations are discounted to their present value in those situations requiring only continuing maintenance and monitoring based upon a schedule of fixed payments.

11 unchanged sentences

Consolidated Statements of Cash Flows Supplemental Disclosures

The Company received refunds for federal, state and international taxes, net of payments, of $ 2.6 million, including refunds of $ 9.0 million for federal taxes and $ 0.6 million for state taxes and payments of $7.0 million for international taxes, in 2025.

The Company made payments for federal, state and international taxes, net of refunds, of $ 15.8 million, including $ 7.0 million for federal taxes, $ 6.5 million for international taxes and $ 2.3 million for state taxes in 2024.

The Company made payments for federal, state and international taxes, net of refunds, of $ 19.8 million, including $ 9.2 million for international taxes and $ 5.3 million each for federal and state taxes in 2023.

During 2022, the Company made payments for federal, state and international taxes, net of refunds, of $ 17.4 million, including $ 8.4 million for state taxes, $ 4.7 million for federal taxes and $ 4.3 million for international taxes.

During 2023, the Company made payments for federal, state and international taxes, net of refunds, of $ 19.8 million, including $ 9.2 million for international taxes and $ 5.3 million each for federal and state taxes.

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

1 unchanged sentence

Refer to Note 12 to the consolidated financial statements for further discussion regarding the Company’s financing arrangements.

Capital expenditures accrued at the end of the period were $ 6.1 million, $ 3.6 million and $ 5.3 million for 2025, 2024 and 2023, respectively.

Impact of Recently Adopted Accounting Pronouncements

In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04, Liabilities – Supplier Finance Programs (Topic 405-50):

Disclosure of Supplier Finance Program Obligations .

The guidance requires qualitative and quantitative disclosures about supplier finance programs in annual financial statements, including key terms of the programs, amounts outstanding, balance sheet presentation and a rollforward of amounts outstanding during the year.

For interim periods, the ASU requires disclosure of total obligations outstanding that have been confirmed as valid.

The Company adopted the amendments on a retrospective basis during the first quarter of 2023, with the exception of the annual rollforward requirement, which was adopted during the fourth quarter of 2024.

Refer to the Supply Chain Financing section earlier in this footnote for additional information regarding the Company’s supplier finance program.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which is intended to improve reportable segment disclosures by disclosing significant segment expenses that are regularly provided to the chief operating decision maker.

The Company adopted the ASU on a retrospective basis during the fourth quarter of 2024 .

Refer to Note 7 to the consolidated financial statements for additional information related to segment expenses.

Impact of Prospective Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

The ASU expands the income tax disclosure requirements, principally related to the rate reconciliation table and income taxes paid by jurisdiction.

ASU 2023-09 is effective for the Company on a prospective basis in fiscal 2025, with the option

to apply the standard retrospectively.

The adoption of the ASU is not expected to have a material impact on the Company’s financial statement disclosures.

The Company adopted ASU 2023-09 on a prospective basis during the fourth quarter of 2025.

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

Impact of Prospective Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses.

The ASU requires new financial statement disclosures in a tabular format, disaggregating information about certain income expenses.

The ASU is effective for the Company on a prospective basis for the Company’s annual disclosures for fiscal 2027 and for interim periods beginning with the first quarter of 2028.

Early adoption and retrospective application is permitted.

The Company is currently evaluating the impact of the ASU on its consolidated financial statement disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40), which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40.

The ASU is intended to clarify and modernize the accounting for costs related to internal-use software.

ASU 2025-06 is effective for the Company’s annual disclosure for fiscal 2028, and interim reporting periods beginning with the first quarter of 2028, with early adoption permitted.

The guidance may be applied using a prospective, retrospective or modified transition approach.

The Company is currently evaluating the impact of the ASU on its consolidated financial statement disclosures.

Disaggregation of Revenues

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($ thousands)

February 1, 2025

January 31, 2026

February 1, 2025

6 unchanged sentences

During 2024, the loyalty programs liability increased $ 26.3 million due to points and material rights earned on purchases and decreased $ 30.0 million due to expirations and redemptions.

The increase to the returns reserve primarily reflects the sales contribution from the acquired Stuart Weitzman business.

Allowance for Expected Credit Losses

3 unchanged sentences

Adjustment for expected credit losses (1)

Uncollectible account recoveries (write-offs), net

Uncollectible account recoveries, net

Balance, end of period

(1) The Company’s adjustment for expected credit losses in 2025 reflects bankruptcy filings of certain large customers, as well as the provision for accounts receivables acquired from Stuart Weitzman.

On February 16, 2025, the Company entered into a Sale and Purchase Agreement with Tapestry, Inc.

(“Tapestry”) to acquire the Stuart Weitzman business (the “Acquisition”).

On August 4, 2025, the Company completed the Acquisition pursuant to the terms and conditions of that Sale and Purchase Agreement, as amended.

The aggregate purchase price for

the Acquisition was $ 108.9 million, net of the cash received at the closing.

The purchase price is subject to final adjustments for net working capital.

Stuart Weitzman, which includes both wholesale and direct-to-consumer channels, has been an iconic global luxury women’s footwear brand for over 35 years .

The Acquisition strengthens the Company’s position in the global footwear market and adds an iconic name in luxury footwear to the Brand Portfolio segment.

Stuart Weitzman maintains a strong presence in North America, Europe and Asia across both wholesale and direct-to-consumer channels.

The acquisition was funded with borrowings from the revolving credit agreement.

Preliminary Purchase Price Allocation

The acquisition was accounted for in accordance with ASC Topic 805, Business Combinations .

Accordingly, the assets and liabilities of Stuart Weitzman were recorded at their estimated fair values, and the excess of the purchase price over the fair value of the assets acquired and liabilities assumed, including identified intangible assets, was recorded as goodwill.

The following table summarizes the Company’s preliminary allocation of the purchase price as of the acquisition date:

($ thousands)

August 4, 2025

Current assets:

Cash and cash equivalents

Prepaid expenses and other current assets

Total current assets

Lease right-of-use assets

Property and equipment

Intangible assets

Liabilities and Equity

Current liabilities:

Trade accounts payable

Lease obligations

Other accrued expenses

Total current liabilities

Other liabilities:

Noncurrent lease obligations

Other liabilities

Total other liabilities

The allocation of the purchase price was based on certain preliminary valuations and analyses.

Any subsequent changes in the estimated fair values assumed upon the finalization of more detailed analyses within the measurement period will change the allocation of the purchase price and will be adjusted during the period in which the amounts are determined.

The Company’s purchase price allocation required management to make assumptions and to apply judgment to estimate the fair value of the acquired assets and liabilities.

A single estimate of fair value results from a complex series of judgments

about future events and uncertainties and relies heavily on estimates and assumptions.

The judgments the Company used in estimating the fair values assigned to each class of the acquired assets and assumed liabilities could materially affect the results of its operations.

Management estimated the fair value of the assets and liabilities based upon quoted market prices, the carrying value of the acquired assets and widely accepted valuation techniques, including discounted cash flows (Level 3 fair value measurements).

A third-party valuation specialist assisted the Company with its preliminary fair value estimates for inventory, right-of-use lease assets and intangible assets.

The Company used all available information to make its best estimate of fair values at the acquisition date.

During the fourth quarter of 2025, the Company recorded measurement period adjustments totaling $ 3.8 million, including a $ 2.3 million decrease to inventories, $ 1.3 million increase to other accrued expenses, $ 0.4 million decrease in right-of-use assets, $ 0.3 million increase to other assets, $ 0.2 million decrease to prepaid expenses and other current assets and $ 0.1 million increase in intangible assets.

The Company is still in the process of finalizing the net working capital adjustment, which is expected to be completed during the first quarter of 2026.

Goodwill and intangible assets reflected above were determined to meet the criteria for recognition apart from tangible assets acquired and liabilities assumed.

The goodwill recognized, which is deductible for tax purposes, is primarily attributable to synergies and an assembled workforce.

Refer to Note 9 to the consolidated financial statements for additional information regarding goodwill and intangible assets.

The financial results of Stuart Weitzman are included in the Brand Portfolio segment beginning in the third quarter of 2025.

Stuart Weitzman contributed net sales of $ 102.2 million and reported an operating loss of $ 38.9 million during 2025.

The operating loss is due in part to $ 15.4 million in incremental cost of goods sold during 2025 related to the inventory fair value adjustment required for purchase accounting.

The operating loss does not include $ 12.2 million ($ 9.1 million on an after-tax basis, or $ 0.27 per diluted share) in acquisition and integration-related costs during 2025, and the incremental interest expense associated with the transaction.

Refer to Note 5 to the consolidated financial statements for additional information related to the acquisition and integration costs and Note 11 for discussion of the intangible assets acquired.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information for 2025 and 2024 combines the historical results of Caleres, Inc.

and Stuart Weitzman, assuming the acquisition had been completed as of February 4, 2024.

The pro forma financial information includes various adjustments to reflect business combination accounting effects, including the incremental cost of goods sold related to the fair value step-up adjustment on inventory, acquisition and integration-related transaction costs, interest expense on incremental borrowings on the revolving credit agreement to fund the acquisition and amortization on the acquired intangible assets, and tax-related effects of the adjustments.

The pro forma financial information, as presented below, is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on February 4, 2024, nor are they indicative of future operating results.

($ thousands)

Net earnings attributable to Caleres, Inc.

The above unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what the results of operations would have been had the Company completed the acquisition on the date assumed, nor is it necessarily indicative of the results of operations that may be expected in future periods.

EARNINGS PER SHARE

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In periods of net loss, no effect is given to the Company’s participating securities since they do not contractually participate in the losses of the Company.

The following table sets forth the computation of basic and diluted earnings per common share attributable to Caleres, Inc.

The following table sets forth the computation of basic and diluted (loss) earnings per common share attributable to Caleres, Inc.

shareholders:

($ thousands, except per share amounts)

Net (loss) earnings

Net loss (earnings) attributable to noncontrolling interests

Net earnings attributable to Caleres, Inc.

Net (loss) earnings attributable to Caleres, Inc.

Net earnings allocated to participating securities

Net earnings attributable to Caleres, Inc.

Net (loss) earnings attributable to Caleres, Inc.

after allocation of earnings to participating securities

2 unchanged sentences

Denominator for diluted earnings per common share attributable to Caleres, Inc.

Basic earnings per common share attributable to Caleres, Inc.

Diluted earnings per common share attributable to Caleres, Inc.

Basic (loss) earnings per common share attributable to Caleres, Inc.

Diluted (loss) earnings per common share attributable to Caleres, Inc.

Due to the Company’s net loss attributable to Caleres, Inc.

in 2025, the denominator for diluted loss per common share attributable to Caleres, Inc.

shareholders is the same as the denominator for basic loss per common share attributable to Caleres, Inc.

shareholders.

Contingently issuable shares for performance share awards totaling 110,000 shares were not included in the denominator for diluted (loss) earnings per common share attributable to Caleres, Inc.

shareholders.

As further discussed in Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, the Company has two publicly announced share repurchase programs.

The Company repurchased 1,938,324 , 763,000 and 2,622,845 shares at a cost of $ 65.0 million, $ 17.4 million and $ 63.2 million during the years ended February 1, 2025, February 3, 2024 and January 28, 2023, respectively, under these programs.

The Company repurchased 300,000 , 1,938,324 and 763,000 shares at a cost of $ 5.0 million, $ 65.0 million and $ 17.4 million during the years ended January 31, 2026, February 1, 2025 and February 3, 2024, respectively, under these programs.

Under the provisions of the Inflation Reduction Act of 2022 (“Inflation Reduction Act”), a 1% excise tax is imposed on repurchases of common stock beginning on January 1, 2023.

Excise taxes incurred on share repurchases are incremental costs to purchase the stock, and accordingly, are included in the total cost basis of the common stock acquired and reflected as a reduction of shareholders’ equity within retained earnings in the consolidated statements of shareholders’ equity.

Excise taxes of $ 0.5 million are due on the Company’s share repurchases during 2024.

There were no excise taxes due on share repurchases during 2025.

An immaterial amount of excise taxes were due on share repurchases during 2024.

RESTRUCTURING AND OTHER INITIATIVES

Restructuring Costs

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

The costs were primarily for the exit of the Company’s domestic retail store operations for the Naturalizer brand, severance and pension settlement costs associated with the acceptance of a lump sum buyout offer by certain pension plan participants.

Of the $ 7.2 million in charges presented in restructuring and other special charges on the consolidated statements of earnings in 2024, $ 6.4 million is reflected in the Brand Portfolio segment, $ 0.6 million is reflected in the Famous Footwear segment and $ 0.2 million is reflected within the Eliminations and Other category.

The remaining $ 2.7 million of restructuring costs related to the pension settlement are presented in other (expense) income, net, and reflected in the Eliminations and Other category.

As of February 1, 2025, restructuring reserves of $ 5.5 million

were included in current liabilities on the consolidated balance sheet, with $ 4.0 million included in accounts payable, $ 1.3 million included in employee compensation and benefits and $ 0.2 million in other accrued expenses.

Stuart Weitzman Acquisition and Integration Costs

As discussed in Note 3 to the consolidated financial statements, on August 4, 2025, the Company completed the previously announced acquisition of Stuart Weitzman from Tapestry, Inc.

During 2025, the Company incurred acquisition and integration costs of $ 12.2 million ($ 9.1 million on an after-tax basis, or $ 0.27 per diluted share), primarily related to legal, information technology and other related costs.

Of the $ 12.2 million in charges presented in restructuring and other special charges on the consolidated statement of earnings for 2025, $ 8.0 million is reflected in the Eliminations and Other Category and $ 4.2 million is reflected in the Brand Portfolio segment.

As of January 31, 2026, reserves of $ 4.9 million were included in current liabilities on the consolidated balance sheet related to the Stuart Weitzman acquisition, with $ 3.4 million included in employee compensation and benefits and $ 1.5 million included in other accrued expenses.

Expense Reduction Initiatives

During 2025, the Company incurred costs of $ 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.

Of the $ 9.6 million in charges presented in restructuring and other special charges on the consolidated statement of earnings for 2025, $ 6.6 million is reflected in the Eliminations and Other category, $ 2.7 million is reflected in the Brand Portfolio segment and $ 0.3 million is reflected in the Famous Footwear segment.

As of January 31, 2026, reserves of $ 0.8 million were included in other accrued expenses on the consolidated balance sheet.

During 2023, the Company incurred costs of $ 6.1 million ($ 4.5 million on an after-tax basis, or $ 0.13 per diluted share) associated with its expense reduction initiatives.

2 unchanged sentences

Of the $ 6.1 million in charges presented in restructuring and other special charges on the consolidated statements of earnings for 2023, $ 2.6 million is reflected in the Brand Portfolio segment, $ 2.1 million is reflected in the Eliminations and Other category and $ 1.4 million is reflected in the Famous Footwear segment.

As of February 3, 2024, restructuring reserves of $ 3.2 million were included in other accrued expenses on the consolidated balance sheet.

Organizational Change

During 2022, the Company incurred costs of $ 2.9 million ($ 2.7 million on an after-tax basis, or $ 0.07 per diluted share) related to organizational changes at the corporate headquarters.

These costs were recognized as restructuring and other special charges in the consolidated statement of earnings within the Eliminations and Other category.

Gain on Sale of Corporate Headquarters

On December 19, 2025, the Company completed the sale of the largest of 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), which is reflected in restructuring and other special charges in the consolidated statement of earnings within the Eliminations and Other category.

Organizational Changes

During 2025, the Company incurred $ 2.0 million ($ 1.5 million on an after-tax basis, or $ 0.04 per diluted share) related to organizational changes at its corporate headquarters.

These costs were recognized in restructuring and other special charges in the consolidated statement of earnings within the Eliminations and Other category.

As of January 31, 2026, reserves of $ 2.0 million are included in current liabilities on the consolidated balance sheet.

Restructuring Costs

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

The remaining $ 2.7 million of restructuring costs related to the pension settlement are presented in other (expense) income, net, and reflected in the Eliminations and Other category.

As of February 1, 2025, restructuring reserves of $ 5.5 million were included in current liabilities on the consolidated balance sheet, with $ 4.0 million included in accounts payable, $ 1.3 million included in employee compensation and benefits and $ 0.2 million in other accrued expenses.

There were no corresponding reserves as of January 31, 2026.

RETIREMENT AND OTHER BENEFIT PLANS

22 unchanged sentences

Benefit obligation at end of year

The accumulated benefit obligation for the United States pension plans was $ 252.1 million and $ 277.1 million as of February 1, 2025 and February 3, 2024, respectively.

The accumulated benefit obligation for the Canadian pension plans was $ 2.9 million and $ 3.2 million as of February 1, 2025 and February 3, 2024, respectively.

The accumulated benefit obligation for the United States pension plans was $ 249.9 million and $ 252.1 million as of January 31, 2026 and February 1, 2025, respectively.

The accumulated benefit obligation for the Canadian pension plans was $ 2.7 million and $ 2.9 million as of January 31, 2026 and February 1, 2025, respectively.

Pension Benefits

3 unchanged sentences

Rate of compensation increase

As of February 1, 2025 and February 3, 2024, the Company used the PRI-2012 Bottom Quartile mortality table, projected using generational scale MP-2021, a base mortality table issued by the Society of Actuaries in 2021, to estimate the plan liabilities.

As of January 31, 2026 and February 1, 2025, the Company used the PRI-2012 Bottom Quartile mortality table, projected using generational scale MP-2021, a base mortality table issued by the Society of Actuaries in 2021, to estimate the plan liabilities.

Pension assets are managed in accordance with the prudent investor standards of the Employee Retirement Income Security Act (“ERISA”).

6 unchanged sentences

Allocations may change periodically based upon changing market conditions.

Corporate stocks – common, as listed in the table below, did not include any Company stock at February 1, 2025 or February 3, 2024.

Assets of the Canadian pension plans, which totaled approximately $ 4.0 million on February 1, 2025, were invested 55 % in equity funds, 42 % in bond funds and 3 % in money market funds.

The Canadian pension plans did not include any Company stock as of February 1, 2025 or February 3, 2024.

Corporate stocks – common, as listed in the table below, did not include any Company stock at January 31, 2026 or February 1, 2025.

Assets of the Canadian pension plans, which totaled approximately $ 3.8 million on January 31, 2026, were invested 55 % in equity funds, 42 % in bond funds and 3 % in money market funds.

The Canadian pension plans did not include any Company stock as of January 31, 2026 or February 1, 2025.

A financial instrument’s level within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Refer to further discussion on the fair value hierarchy in Note 13 to the consolidated financial

Refer to further discussion on the fair value hierarchy in Note 14 to the consolidated financial statements.

Following is a description of the pension plan investments measured at fair value, including the general classification of such investments pursuant to the valuation hierarchy.

2 unchanged sentences

● Investments in U.S.

government securities, the mutual fund, exchange-traded funds, corporate stocks – common, the warrant, real estate investment trusts and S&P 500 Index put and call options (traded on security exchanges) are classified within Level 1 of the fair value hierarchy because the fair values are based on unadjusted quoted market prices in active markets with sufficient volume and frequency.

government securities, the mutual fund, exchange-traded funds, corporate stocks – common and S&P 500 Index put and call options (traded on security exchanges) are classified within Level 1 of the fair value hierarchy because the fair values are based on unadjusted quoted market prices in active markets with sufficient volume and frequency.

Interest rate swap agreements and certain U.S.

6 unchanged sentences

● The unallocated insurance contract is measured at net asset value per share, and therefore, is not classified within the fair value hierarchy.

The fair values of the Company’s pension plan assets at February 1, 2025 by asset category were as follows:

Fair Value Measurements at February 1, 2025

The fair values of the Company’s pension plan assets at January 31, 2026 by asset category were as follows:

Fair Value Measurements at January 31, 2026

($ thousands)

1 unchanged sentence

government securities

Interest rate swap agreements

Exchange-traded funds

Corporate stocks - common

Real estate investment trust

Preferred securities

3 unchanged sentences

Alternative investment fund

Unallocated insurance contract

Total investments measured at net asset value

8 unchanged sentences

Corporate stocks - common

Real estate investment trust

Preferred securities

18 unchanged sentences

Funded Status

The over-funded status as of February 1, 2025 and February 3, 2024 for pension benefits was $ 64.5 million and $ 61.9 million, respectively.

The under-funded status for other postretirement benefits was $ 0.9 million as of February 1, 2025 and February 3, 2024.

The over-funded status as of January 31, 2026 and February 1, 2025 for pension benefits was $ 78.8 million and $ 64.5 million, respectively.

The under-funded status for other postretirement benefits was $ 0.9 million as of January 31, 2026 and February 1, 2025.

Amounts recognized in the consolidated balance sheets consist of:

16 unchanged sentences

The accumulated postretirement benefit obligation exceeds assets for all of the Company’s other postretirement benefit plans.

The amounts in accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit income at February 1, 2025 and February 3, 2024 are as follows:

The amounts in accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit expense (income) at January 31, 2026 and February 1, 2025 are as follows:

Pension Benefits

17 unchanged sentences

Total net periodic benefit expense (income)

The non-service cost components of net periodic benefit expense (income) are included in other income, net in the consolidated statements of earnings.

The non-service cost components of net periodic benefit expense (income) are included in other (expense) income, net in the consolidated statements of earnings.

Service cost is included in selling and administrative expenses.

26 unchanged sentences

In addition to the core and matching contributions, the Company has the discretion to contribute up to an additional 2 % profit-sharing benefit based on the Company’s performance.

The Company’s expense for the profit-sharing contribution was zero for both 2024 and 2023 and $ 2.6 million for 2022.

Beginning in January 2024, the Company also offers a 401(k) plan to certain hourly employees, providing the option to contribute from 2 % to 30 % of pre-tax wages to the 401(k) plan.

The Company’s expense for the profit-sharing contribution was zero for 2025, 2024 and 2023.

The Company also offers a 401(k) plan to certain hourly employees, providing the option to contribute from 2 % to 30 % of pre-tax wages to the 401(k) plan.

The hourly 401(k) plan does not offer matching contributions and therefore, the Company incurred no expense during 2025.

6 unchanged sentences

Consequently, the trust qualifies as a grantor trust for income tax purposes (i.e., a “Rabbi Trust”).

The liabilities of the Deferred Compensation Plan of $ 10.9 million and $ 9.5 million as of February 1, 2025 and February 3, 2024, respectively, are presented in employee compensation and benefits in the accompanying consolidated balance sheets.

The assets held by the trust of $ 10.9 million and $ 9.5 million as of February 1, 2025 and February 3, 2024, respectively, are presented within prepaid expenses and other current assets in the accompanying consolidated balance sheets, with changes in the deferred compensation charged to selling and administrative expenses in the accompanying consolidated statements of earnings.

The liabilities of the Deferred Compensation Plan of $ 12.7 million and $ 10.9 million as of January 31, 2026 and February 1, 2025, respectively, are presented in employee compensation and benefits in the accompanying consolidated balance sheets.

The assets held by the trust of $ 12.7 million and $ 10.9 million as of January 31, 2026 and February 1, 2025, respectively, are presented within prepaid expenses and other current assets in the accompanying consolidated balance sheets, with changes in the deferred compensation charged to selling and administrative expenses in the accompanying consolidated statements of earnings.

Non-Qualified Restoration Deferred Compensation Plan

In 2023, the Company adopted a non-qualified restoration deferred compensation plan (the “Restoration Plan”) for the benefit of certain members of executive management.

The Company maintains a non-qualified restoration deferred compensation plan (the “Restoration Plan”) for the benefit of certain members of executive management.

The Restoration Plan provides an incremental retirement benefit to key executives whose contributions to qualified retirement plans are limited by Internal Revenue Service annual compensation maximums.

The investment funds offered to the participants generally correspond to the funds offered in the Company’s 401(k) plan.

The initial contribution to the Restoration Plan was funded in January 2024 and will occur annually thereafter.

The plan assets and liabilities will fluctuate with the returns on the investment funds.

2 unchanged sentences

Consequently, the trust qualifies as a grantor trust for income tax purposes (i.e., a “Rabbi Trust”).

The liabilities of the Restoration Plan of $ 0.4 million and $ 0.3 million as of February 1, 2025 and February 3, 2024, respectively, are presented in employee compensation and benefits in the accompanying consolidated balance sheets.

The assets held by the trust of $ 0.4 million and $ 0.3 million as of February 1, 2025 and February 3, 2024, respectively, are classified within prepaid and other current assets in the accompanying consolidated balance sheets.

The liabilities of the Restoration Plan of $ 0.5 million and $ 0.4 million as of January 31, 2026 and February 1, 2025, respectively, are presented in employee compensation and benefits in the accompanying consolidated balance sheets.

The assets held by the trust of $ 0.5 million and $ 0.4 million as of January 31, 2026 and February 1, 2025, respectively, are classified within prepaid and other current assets in the accompanying consolidated balance sheets.

Changes in deferred compensation plan assets and liabilities are charged to selling and administrative expense in the accompanying consolidated statement of earnings.

4 unchanged sentences

The PSUs are payable in cash based on the number of PSUs credited to the participating director’s account, valued on the basis of the fair value at fiscal quarter-end on or following termination of the director’s service.

The liabilities of the plan of $ 1.2 million and $ 2.0 million as of February 1, 2025 and February 3, 2024, respectively, are based on 50,820 and 55,516 outstanding PSUs, respectively, and are presented in other liabilities in the accompanying consolidated balance sheets.

The liabilities of the plan of $ 0.9 million and $ 1.2 million as of January 31, 2026 and February 1, 2025, respectively, are based on 46,554 and 50,820 outstanding PSUs, respectively, and are presented in other liabilities in the accompanying consolidated balance sheets.

Gains and losses resulting from changes in the fair value of the PSUs are charged to selling and administrative expenses in the accompanying consolidated statements of earnings.

The components of earnings before income taxes consisted of domestic earnings before income taxes of $ 84.8 million, $ 132.5 million and $ 168.0 million in 2024, 2023 and 2022, respectively.

The components of (loss) earnings before income taxes consisted of domestic loss before income taxes of $ 39.3 million in 2025 and earnings before income taxes of $ 84.8 million and $ 132.5 million in 2024 and 2023, respectively.

The Company’s international earnings before income taxes were $ 27.1 million, $ 50.4 million and $ 48.8 million in 2025, 2024 and 2023, respectively.

The components of income tax provision on earnings were as follows:

The components of income tax (benefit) provision on earnings were as follows:

($ thousands)

Total federal income tax provision

Total state income tax provision (benefit)

Total federal income tax (benefit) provision

Total state income tax (benefit) provision

International

Total international income tax provision

Total income tax provision

The differences between the income tax provision reflected in the consolidated financial statements and the amounts calculated at the federal statutory income tax rate were as follows:

Total income tax (benefit) provision

ASU 2023-09 was adopted on a prospective basis for the year ended January 31, 2026.

A reconciliation of the U.S.

federal statutory income tax rate to the effective tax rate is as follows:

($ thousands)

Federal Statutory Rate

Effect of cross-border tax laws

Transition tax

Nontaxable or nondeductible items

Excess officer compensation

Stock compensation

State and local income taxes, net of federal income tax effect (1)

Foreign tax effect

Valuation allowance

Foreign rate differential

United Kingdom

Valuation allowance

Other foreign jurisdictions

Total income tax benefit

(1) During the year ended January 31, 2026, state taxes in California, Florida, Illinois, Minnesota, New Jersey, New York, and Pennsylvania comprised greater than 50% of the tax effect in this category.

A reconciliation of the U.S.

federal statutory income tax rate to the effective tax rate for years prior to adoption of ASU 2023-09 were as follows:

($ thousands)

Income taxes at statutory rate

9 unchanged sentences

($ thousands)

February 1, 2025

January 31, 2026

February 1, 2025

19 unchanged sentences

Net deferred tax liability

As of February 1, 2025, the Company had various federal, state and international net operating loss (“NOL”) carryforwards with tax values totaling $ 6.6 million.

As of January 31, 2026, the Company had various state and international net operation loss (“NOL”) carryforwards with tax values totaling $ 10.7 million.

The state NOLs totaling $ 2.8 million have carryforward periods ranging from one to 20 years .

The Company has NOLs in Canada, the United Kingdom and China of $ 1.8 million and $ 1.3 million and $ 0.6 million, respectively.

The Canada and China NOLs have a carryforward period of 17 years and 5 years , respectively, while the United Kingdom NOLs have no expiration.

As of February 1, 2025, no deferred taxes have been provided on the accumulated unremitted earnings of the Company’s international subsidiaries that are not subject to United States income tax, beyond the amounts recorded for the one-time transition tax for the mandatory deemed repatriation of cumulative international earnings, as required by the Tax Cuts and Jobs Act.

The Company has NOLs in the United Kingdom, China and Hong Kong of $ 1.9 million, $ 5.2 million and $ 0.8 million, respectively.

The China NOLs have a carryforward period of five years while the United Kingdom and Hong Kong NOLs have no expiration.

As of January 31, 2026, no deferred taxes have been provided on the accumulated unremitted earnings of the Company’s international subsidiaries that are not subject to United States income tax.

The Company periodically evaluates its international investment opportunities and plans, as well as its international working capital needs, to determine the level of investment required and, accordingly, determines the level of international earnings that is considered indefinitely reinvested.

Based upon that evaluation, earnings of the Company’s international subsidiaries that are not otherwise subject to United States taxation are considered to be indefinitely reinvested, and accordingly, deferred taxes have not been provided.

Based upon the evaluation, earnings of the Company’s international subsidiaries that are not otherwise subject to United States taxation are considered to be indefinitely reinvested, and accordingly, deferred taxes have not been provided.

If changes occur in future investment opportunities and plans, those changes will be reflected when known and may result in providing residual United States deferred taxes on unremitted international earnings.

If the Company’s unremitted international earnings were not considered indefinitely reinvested as of February 1, 2025, an immaterial amount of additional deferred taxes would have been provided.

If the Company’s unremitted international earnings were not considered indefinitely reinvested as of January 31, 2026, an immaterial amount of additional deferred taxes would have been provided.

Income taxes paid, net of refunds received, for the year ended January 31, 2026 are as follows:

($ thousands)

Federal taxes

Foreign taxes

Other foreign jurisdictions

Income tax refunds received, net

Cash income taxes paid, net of refunds received, were $ 15.8 and $ 19.8 for the years ended February 1, 2025 and February 3, 2024, respectively.

Uncertain Tax Positions

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The standard clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements.

The standard also provides guidance on derecognition, measurement

classification, interest and penalties, accounting in interim periods, disclosure and transition.

As of February 1, 2025 and February 3, 2024, the Company had no unrecognized tax benefits.

The standard also provides guidance on derecognition, measurement classification, interest and penalties, accounting in interim periods, disclosure and transition.

As of January 31, 2026 and February 1, 2025, the Company had no unrecognized tax benefits.

For federal purposes, the Company’s tax filings for fiscal years 2022 to 2024 remain open to examination but are not currently being examined.

The Company also files tax returns in various international jurisdictions and numerous states for which various tax years are subject to examination and currently involved in audits.

While the Company is involved in examinations in certain jurisdictions, it does not expect any significant changes in its liability for uncertain tax positions during the next 12 months.

BUSINESS SEGMENT INFORMATION

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The Brand Portfolio segment is comprised of wholesale operations selling the Company’s branded footwear, and the retail stores and e-commerce sites associated with those brands.

This segment sources, manufactures and markets branded, licensed and private-label footwear primarily to online retailers, national chains, department stores, independent retailers and mass merchandisers as well as Company-owned Famous Footwear, Sam Edelman, Naturalizer and Allen Edmonds stores and e-commerce businesses.

The Brand Portfolio segment included 60 branded retail stores in the United States and 54 branded retail stores in East Asia at the end of 2024.

This segment sources, manufactures and markets branded, licensed and private-label footwear primarily to online retailers, national chains, department stores, independent retailers, mass merchandisers and franchise partners, as well as Company-owned Famous Footwear, Allen Edmonds, Sam Edelman, Stuart Weitzman and Naturalizer and e-commerce businesses.

The Brand Portfolio segment included 85 branded retail stores in North America and 103 branded retail stores in East and Southeast Asia at the end of 2025.

The accounting policies of the reportable segments are the same as those described in Note 1 to the consolidated financial statements.

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Interest expense, net

Other income, net

Earnings before income taxes

Other (expense) income, net

(Loss) earnings before income taxes

For geographic purposes, the domestic operations include the Company’s domestic retail operations, the wholesale distribution of licensed, branded and private-label footwear to a variety of retail customers, including the Famous Footwear and Brand Portfolio stores, as well as the Company’s e-commerce businesses.

The Company’s international operations consist of wholesale and retail operations primarily in East Asia, Canada and Europe.

The East Asia operations primarily 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 Company’s international operations consist of wholesale and retail operations primarily in East and Southeast Asia, Canada and Europe.

A summary of the Company’s net sales and long-lived assets, including lease right-of-use assets and property and equipment, by geographic area were as follows:

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United States

East and Southeast Asia

Total net sales

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United States

East and Southeast Asia

Total long-lived assets

(1) During the year ended January 31, 2026, the Company identified and corrected an immaterial misstatement in the segment footnote disclosure related to long-lived assets by geographic area for the year ended February 1, 2025.

The disclosure misstatement had no impact to the consolidated financial statements.

The Company’s net inventory balance was comprised of the following:

($ thousands)

February 1, 2025

January 31, 2026

February 1, 2025

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Inventories, net (1)

(1) Net of adjustment to last-in, first-out cost of $ 10.9 million and $ 10.3 million as of February 1, 2025 and February 3, 2024, respectively.

As of February 1, 2025 and February 3, 2024, the Company’s inventory balance included $ 0.2 million and $ 0.4 million, respectively, of finished goods product subject to consignment arrangements with wholesale customers.

(1) Net of adjustment to last-in, first-out cost of $ 14.9 million and $ 10.9 million as of January 31, 2026 and February 1, 2025, respectively.

As of January 31, 2026 and February 1, 2025, the Company’s inventory balance included $ 0.4 million and $ 0.2 million, respectively, of finished goods product subject to consignment arrangements with wholesale customers.

PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

February 1, 2025

January 31, 2026

February 1, 2025

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Refer to Note 13 and Note 14 to the consolidated financial statements for further discussion of these impairment charges.

Property and Equipment, Held for Sale

During 2024, the Company continued to actively market for sale its nine -acre corporate headquarters campus (the “Campus”) located in Clayton, Missouri.

In January 2025, the Company entered into an agreement to sell the main portion of the Campus, subject to certain closing conditions.

In February 2025, the Company entered into two letters of intent to sell the remaining portions of the Campus.

The Company expects each of the components of the Campus to qualify as a completed sale within the next year.

Accordingly, the Campus, primarily consisting of land and buildings, has been classified as property and equipment, held for sale category on the consolidated balance sheet as of February 1, 2025 within the Eliminations and Other category.

The Company evaluated the Campus asset group for impairment and determined that no indicators were present as of February 1, 2025.

Sale of Corporate Headquarters

In December 2025, the Company completed the sale of the largest parcel of its corporate headquarters campus and entered into a short-term leaseback arrangement for the sold parcel, under which the Company will continue to occupy the property until its new headquarters space becomes available, which is expected in mid-2026.

While the Company remains committed to vacating the remaining two parcels, these parcels are no longer presented separately from held and used property on the consolidated balance sheet.

Accordingly, the remaining parcels with a carrying value of $ 5.1 million, were reclassified to property and equipment, net.

GOODWILL AND INTANGIBLE ASSETS

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($ thousands)

February 1, 2025

January 31, 2026

February 1, 2025

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Goodwill and intangible assets, net

(1) The carrying amount of intangible assets as of February 1, 2025 and February 3, 2024 is presented net of accumulated impairment charges of $ 106.2 million.

(2) The carrying amount of goodwill as of February 1, 2025 and February 3, 2024 is presented net of accumulated impairment charges of $ 415.7 million.

The Company’s intangible assets as of February 1, 2025 and February 3, 2024 were as follows:

(1) The carrying amount of intangible assets as of January 31, 2026 and February 1, 2025 is presented net of accumulated impairment charges of $ 106.2 million.

(2) The carrying amount of goodwill as of January 31, 2026 and February 1, 2025 is presented net of accumulated impairment charges of $ 415.7 million.

As further described in Note 3 of the consolidated financial statements, the Company acquired Stuart Weitzman on August 4, 2025.

The allocation of the purchase price resulted in trademark intangible assets of $ 12.8 million and incremental goodwill of $ 10.4 million.

The trademark is being amortized on a straight-line basis over its useful life of 20 years .

The Company’s intangible assets as of January 31, 2026 and February 1, 2025 were as follows:

($ thousands)

February 1, 2025

January 31, 2026

Estimated Useful Lives

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Customer relationships

Amortization expense related to intangible assets was $ 11.0 million in 2024 and $ 12.1 million in both 2023 and 2022.

The Company estimates $ 11.0 million of amortization expense related to intangible assets in 2025 and 2026 , $ 10.9 million in 2027 and $ 10.7 million in 2028.

Amortization expense related to intangible assets was $ 11.4 million in 2025, $ 11.0 million in 2024 and $ 12.1 million in 2023.

The Company estimates $ 11.7 million of amortization expense related to intangible assets in 2026, $ 11.5 million in 2027 and $ 11.3 million in 2028, 2029 and 2030.

Goodwill is tested for impairment at least annually, or more frequently if events or circumstances indicate it might be impaired, using either the qualitative assessment or a quantitative fair value-based test.

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The Company is the lead borrower, and certain wholly-owned subsidiaries, including Sidney Rich Associates, Inc., BG Retail, LLC, Allen Edmonds LLC, Vionic Group LLC, Vionic International LLC and Blowfish, LLC are each co-borrowers and guarantors.

On October 5, 2021, the Company entered into a Fifth Amendment to Fourth Amended and Restated Credit Agreement (as so amended, the "Credit Agreement") which, among other modifications, decreased the amount available under the revolving credit facility by $ 100.0 million to an aggregate amount of up to $ 500.0 million, subject to borrowing base restrictions, and may be increased by up to $ 250.0 million.

The Credit Agreement also decreased the spread applied to the London Interbank Offered Rate (“LIBOR”) or prime rate by a total of 75 basis points.

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

On June 27, 2025, the Company entered into a Seventh Amendment to Fourth Amended and Restated Credit Agreement (as so amended, the "Credit Agreement") which, among other modifications, increased the amount available under the revolving credit facility by $ 200.0 million to an aggregate amount of up to $ 700.0 million, subject to borrowing base restrictions, and may be increased by up to $ 250.0 million.

The Credit Agreement matures on June 27, 2030.

Borrowing availability under the Credit Agreement is limited to the lesser of the total commitments and the borrowing base ("Loan Cap"), which is based on stated percentages of the sum of eligible accounts receivable, eligible inventory and eligible credit card receivables, as defined, less applicable reserves.

Under the Credit Agreement, the Loan Parties’ obligations are secured by a first-priority security interest in all accounts receivable, inventory and certain other collateral.

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

The interest rate and fees for letters of credit vary based upon the level of excess availability under the Credit Agreement.

Interest on 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.

The interest rate and fees for letters of credit vary based upon the level

of excess availability under the Credit Agreement.

There is a fee payable on the unused portion under the facility and a letter of credit fee payable on the outstanding face amount under letters of credit.

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The Credit Agreement also contains certain other covenants and restrictions.

The Company was in compliance with all covenants and restrictions under the Credit Agreement as of February 1, 2025.

The maximum amount of borrowings under the Credit Agreement at the end of any month was $ 261.5 million and $ 366.5 million in 2024 and 2023, respectively.

As of February 1, 2025, the Company had $ 219.5 million of borrowings outstanding and $ 8.2 million in letters of credit outstanding under the Credit Agreement, with total additional borrowing availability of $ 272.3 million.

The Company was in compliance with all covenants and restrictions under the Credit Agreement as of January 31, 2026.

The maximum amount of borrowings outstanding under the Credit Agreement at the end of any month was $ 387.5 million and $ 261.5 million in 2025 and 2024, respectively.

As of January 31, 2026, the Company had $ 296.5 million of borrowings outstanding and $ 8.6 million in letters of credit outstanding under the Credit Agreement, with total additional borrowing availability of $ 207.7 million.

Average daily borrowings were $ 297.5 million and $ 201.5 million in 2025 and 2024, respectively, and the weighted-average interest rates approximated 5.7 % and 6.2 % for the respective periods.

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Refer to Note 14 to the consolidated financial statements for further discussion of impairment charges on the Company’s operating lease right-of-use assets and property and equipment in its retail stores.

The weighted-average lease term and discount rate as of February 1, 2025 and February 3, 2024 were as follows:

February 1, 2025

The weighted-average lease term and discount rate as of January 31, 2026 and February 1, 2025 were as follows:

January 31, 2026

February 1, 2025

2 unchanged sentences

During 2025, the Company entered into new or amended leases that resulted in the recognition of right-of-use assets and lease obligations of $ 150.7 million on the consolidated balance sheets.

As of February 1, 2025, the Company has entered into lease commitments for six retail locations for which the leases have not yet commenced.

As of January 31, 2026, the Company has entered into lease commitments for six retail locations for which the leases have not yet commenced.

The Company anticipates that the leases for four of the new retail locations will begin in the next fiscal year and two will begin in fiscal year 2027.

Upon commencement, right-of-use assets and lease liabilities of approximately $ 6.5 million and $ 2.0 million will be recorded on the consolidated balance sheets in 2026 and 2027, respectively.

In addition, the Company has entered into a lease commitment for its corporate headquarters that will begin in fiscal 2026.

Upon commencement, right-of-use assets and lease liabilities of approximately $ 52.0 million will be recorded.

The components of lease expense for 2025, 2024 and 2023 were as follows:

3 unchanged sentences

Short-term lease expense

Sublease income

Total lease expense

The aggregate future annual lease payments at February 1, 2025 were as follows:

The aggregate future annual lease payments at January 31, 2026 were as follows:

($ thousands)

5 unchanged sentences

Cash paid for lease obligations

Cash received from sublease income

FAIR VALUE MEASUREMENTS

Fair Value Hierarchy

Fair value measurement disclosure requirements specify a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (“observable inputs”) or reflect the Company’s own assumptions of market participant valuation

(“unobservable inputs”).

In accordance with the fair value guidance, the inputs to valuation techniques used to measure fair value are categorized into three levels based on the reliability of the inputs as follows:

The Company follows ASC Topic 820, Fair Value Measurement , which establishes a framework for measuring fair value and requires disclosures about fair value measurements.

In accordance with the fair value

guidance, the inputs to valuation techniques used to measure fair value are categorized into three levels based on the reliability of the inputs as follows:

● Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

27 unchanged sentences

Additional information related to RSUs for non-employee directors is disclosed in Note 16 to the consolidated financial statements.

The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at February 1, 2025 and February 3, 2024.

During 2024, 2023 or 2022, the Company did not have any transfers between into or out of Level 3.

The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at January 31, 2026 and February 1, 2025.

During 2025, 2024 or 2023, the Company did no t have any transfers between into or out of Level 3.

Fair Value Measurements

1 unchanged sentence

Asset (Liability)

February 1, 2025:

January 31, 2026:

Non-qualified deferred compensation plan assets

30 unchanged sentences

The fair values of cash and cash equivalents, receivables and trade accounts payable approximate their carrying values due to the short-term nature of these instruments.

The fair values of the borrowings under revolving credit agreement of $ 219.5 million and $ 182.0 million as of February 1, 2025 and February 3, 2024, respectively, approximate the carrying values due to the short-term nature of the borrowings.

The fair values of the borrowings under revolving credit agreement of $ 296.5 million and $ 219.5 million as of January 31, 2026 and February 1, 2025, respectively, approximate the carrying values due to the short-term nature of the borrowings.

SHAREHOLDERS’ EQUITY

5 unchanged sentences

(in thousands)

February 1, 2025

January 31, 2026

February 1, 2025

2 unchanged sentences

Stock Repurchase Programs

On September 2, 2019 and March 10, 2022, the Board of Directors approved stock repurchase programs (“2019 Program" and "2022 Program", respectively) authorizing the repurchase of the Company’s outstanding common stock of up to 5.0 million shares in the 2019 Program and 7.0 million shares in the 2022 Program.

On March 10, 2022, the Board of Directors approved a stock repurchase program ("2022 Program") authorizing the repurchase of the Company’s outstanding common stock of up to 7.0 million shares.

The Company can use the repurchase programs to repurchase shares on the open market or in private transactions from time to time, depending on market conditions.

1 unchanged sentence

Repurchases of common stock are limited under the Company’s debt agreements.

During 2024, 2023 and 2022, the Company repurchased 1,938,324 shares, 763,000 shares and 2,622,845 shares, respectively, under the share repurchase programs.

In total, 5.0 million shares have been repurchased under the 2019 Program and there are no additional shares authorized to be repurchased.

There are 3,666,055 additional shares authorized to be repurchased under the 2022 Program as of February 1, 2025.

During 2025, 2024 and 2023, the Company repurchased 300,000 , 1,938,324 shares and 763,000 shares, respectively, under the 2022 Program.

There are 3,666,055 additional shares authorized to be repurchased under the 2022 Program as of January 31, 2026.

Repurchases Related to Employee Share-based Awards

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Balance January 28, 2023

Other comprehensive loss before reclassifications

Reclassifications:

Amounts reclassified from accumulated other comprehensive loss

Net reclassifications

Other comprehensive loss

Balance January 28, 2023

Other comprehensive income (loss) before reclassifications

10 unchanged sentences

Balance February 1, 2025

Other comprehensive income before reclassifications

Reclassifications:

Amounts reclassified from accumulated other comprehensive loss

Net reclassifications

Other comprehensive income

Balance January 31, 2026

(1) Amounts reclassified are included in other (expense) income, net.

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Nonvested at January 28, 2023

Nonvested at February 3, 2024

Nonvested at February 1, 2025

Nonvested at January 31, 2026

Of the 958,010 restricted shares granted during 2025, 48,524 have a cliff-vesting term of one year and 909,486 have a graded vesting term of three years , with 50 % vesting after two years and 50 % after three years .

Of the 346,686 restricted shares granted during 2024, 13,692 shares have a cliff-vesting term of one year and 332,994 shares have a graded-vesting term of three years , with 50 % vesting after two years and 50 % after three years .

Of the 603,121 restricted shares granted during 2023, 23,268 shares have a cliff-vesting term of one year , 7,000 shares have a graded vesting term of three years , with 50 % vesting after eighteen months and 50 % after three years , 5,800 shares have a graded-vesting term of two years and 567,053 shares have a graded-vesting term of three years , with 50 % vesting after two years and 50 % after three years .

Of the 848,678 restricted shares granted during 2022, 10,470 shares have a cliff-

vesting term of one year , 63,614 shares have a cliff-vesting term of two years and 774,594 shares have a graded-vesting term of three years , with 50 % vesting after two years and 50 % after three years .

The total grant date fair value of restricted stock awards vested during the years ended February 1, 2025, February 3, 2024 and January 28, 2023 was $ 13.0 million, $ 7.0 million and $ 6.8 million, respectively.

The total fair value of restricted stock awards that vested during the years ended February 1, 2025, February 3, 2024 and January 28, 2023 was $ 23.1 million, $ 12.2 million and $ 11.5 million, respectively.

As of February 1, 2025, the total remaining unrecognized compensation cost related to nonvested restricted stock grants was $ 11.5 million, which will be amortized over the weighted-average remaining requisite service period of approximately 1.5 years.

Of the 603,121 restricted shares granted during 2023, 23,268 shares have a cliff-vesting term of one year , 7,000 shares have a graded vesting term of three years ,

with 50 % vesting after eighteen months and 50 % after three years , 5,800 shares have a graded-vesting term of two years and 567,053 shares have a graded-vesting term of three years , with 50 % vesting after two years and 50 % after three years .

The total grant date fair value of restricted stock awards vested during the years ended January 31, 2026, February 1, 2025 and February 3, 2024 was $ 13.8 million, $ 13.0 million and $ 7.0 million, respectively.

The total fair value of restricted stock awards that vested during the years ended January 31, 2026, February 1, 2025 and February 3, 2024 was $ 9.3 million, $ 23.1 million and $ 12.2 million, respectively.

As of January 31, 2026, the total remaining unrecognized compensation cost related to nonvested restricted stock grants was $ 11.4 million, which will be amortized over the weighted-average remaining requisite service period of approximately 1.2 years.

Performance Share Awards

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Compensation expense is recognized based on the fair value of the award and the number of shares or units that are probable to be awarded for each tranche in accordance with the vesting schedule of the units over the three-year service period.

In connection with a senior management transition during 2022, the Company approved the accelerated vesting of 30,000 performance-based share awards, representing the maximum payout of two of the four award tranches from the 2020 performance award.

The performance conditions had been satisfied for the two award tranches based on the achievement of financial goals for the 2020 and 2021 fiscal periods.

The modification to accelerate vesting eliminated the remaining service requirement.

These awards had a weighted-average grant date fair value of $ 13.05 per share, but were revalued using a fair value on the date of modification of $ 24.31 per share.

The modification of these awards resulted in incremental compensation expense of $ 0.4 million, which is presented in restructuring and other special charges on the consolidated statements of earnings for 2022.

During 2025, the Company granted long-term incentive awards payable in cash for the 2025-2027 performance period, with a target value of $ 6.7 million and a maximum value of $ 13.4 million.

This award, which vests after a three-year period, is dependent upon the attainment of certain financial goals of the Company for each of the three years and individual achievement of strategic initiatives over the cumulative period of the award.

The estimated value of this award, which is reflected within other liabilities on the consolidated balance sheet as of January 31, 2026, is being accrued over the three-year performance period.

The following table summarizes performance share award activity for 2025, 2024 and 2023:

8 unchanged sentences

Nonvested at January 28, 2023

Nonvested at February 3, 2024

Nonvested at February 1, 2025

The total fair value of performance share awards that vested during the years ended February 1, 2025, February 3, 2024 and January 28, 2023 was zero , $ 13.8 million and $ 2.1 million, respectively.

As of February 1, 2025, the remaining unrecognized compensation cost related to nonvested performance share awards for the 2024 performance award was $ 2.1 million, which will be recognized over the remaining service period of 1.6 years.

During 2022, the Company granted long-term incentive awards payable in cash for the 2022-2024 performance period, with a target value of $ 8.3 million and a maximum value of $ 16.6 million.

Nonvested at January 31, 2026

The total fair value of performance share awards that vested during the years ended January 31, 2026, February 1, 2025 and February 3, 2024 was zero , zero and $ 13.8 million, respectively.

As of January 31, 2026, the remaining unrecognized compensation cost related to nonvested performance share awards for the 2023 and 2024 performance awards was $ 0.6 million, which will be recognized over the remaining service period of 0.5 years.

During 2022, the Company granted long-term incentive awards payable in cash for the 2022-2024 performance period, with a target value of $ 8.3 million and a maximum value of $ 16.6 million.

These awards, which vested after a three-year period, were dependent upon the attainment of certain financial goals of the Company for each of the three years and individual achievement of strategic initiatives over the cumulative period of the award.

The estimated value of these awards, which is reflected within other accrued expenses on the consolidated balance sheets, was being accrued over the three-year performance period.

This award, which vested after a three-year period, was dependent upon the attainment of certain financial goals of the Company for each of the three years and individual achievement of strategic initiatives over the cumulative period of the award.

The estimated value of this award, which is reflected within other accrued expenses on the consolidated balance sheets, was being accrued over the three-year performance period.

Restricted Stock Units for Non-Employee Directors

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Refer to Note 6 and Note 14 to the consolidated financial statements for information regarding the deferred compensation plan for non-employee directors.

The following table summarizes restricted stock unit activity for the year ended February 1, 2025:

February 3, 2024

The following table summarizes restricted stock unit activity for the year ended January 31, 2026:

February 1, 2025

January 31, 2026

(1) Granted RSUs include 10,096 RSUs resulting from dividend equivalents paid on outstanding RSUs, of which 8,813 related to outstanding vested RSUs and 1,282 to outstanding nonvested RSUs.

(2) Total number of RSUs as of February 1, 2025 includes 348,761 RSUs payable in shares and 136,715 RSUs payable in cash.

(2) Total number of RSUs as of January 31, 2026 includes 420,481 RSUs payable in shares and 139,951 RSUs payable in cash.

(3) Accrued RSUs include all fully vested awards and a pro-rata portion of nonvested awards based on the elapsed portion of the vesting period.

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Compensation (income) expense, net of tax

The aggregate fair value of RSUs outstanding and currently vested at February 1, 2025 is $ 8.9 million and $ 8.3 million, respectively.

The liabilities associated with the accrued RSUs totaled $ 1.1 million and $ 2.6 million as of February 1, 2025 and February 3, 2024, respectively.

The aggregate fair value of RSUs outstanding and currently vested at January 31, 2026 is $ 6.6 million and $ 5.7 million, respectively.

The liabilities associated with the accrued RSUs totaled $ 0.8 million and $ 1.1 million as of January 31, 2026 and February 1, 2025, respectively.

COMMITMENTS AND CONTINGENCIES

13 unchanged sentences

The Company continues to implement the expanded remedy workplan that was approved by the oversight authorities in 2015 and to work with the oversight authorities on the off-site work plan.

The cumulative expenditures for both on-site and off-site remediation through February 1, 2025 were $ 34.7 million.

The cumulative expenditures for both on-site and off-site remediation through January 31, 2026 were $ 35.3 million.

The Company has recovered a portion of these expenditures from insurers and other third parties.

The reserve for the anticipated future remediation activities at February 1, 2025 is $ 9.3 million, of which $ 8.4 million is recorded within other liabilities and $ 0.9 million is recorded within other accrued expenses.

The reserve for the anticipated future remediation activities at January 31, 2026 is $ 8.8 million, of which $ 8.1 million is recorded within other liabilities and $ 0.7 million is recorded within other accrued expenses.

Of the total $ 8.8 million reserve, $ 4.5 million is for off-site remediation and $ 4.3 million is for on-site remediation.

The liability for the on-site remediation was discounted at 4.8 %.

On an undiscounted basis, the on-site remediation liability would be $ 12.2 million as of February 1, 2025.

On an undiscounted basis, the on-site remediation liability would be $ 11.9 million as of January 31, 2026.

The Company expects to spend approximately $ 0.1 million in the next year , $ 0.1 million in each of the following four years and $ 11.4 million in the aggregate thereafter related to the on-site remediation.

7 unchanged sentences

Legal costs associated with litigation are generally expensed as incurred.

SUBSEQUENT EVENTS

Tariff Update

On February 20, 2026, the U.S.

Supreme Court issued a ruling that invalidated certain tariffs previously imposed under IEEPA.

The ultimate availability, timing and amount of any potential refunds associated with these tariffs remains highly uncertain and are subject to further legal, regulatory and administrative processes.

Following the Supreme Court’s decision, the Trump Administration announced intentions to invoke alternative statutory authorities to continue collecting tariffs and also introduced new tariffs on imports from all countries, in addition to existing non-IEEPA tariffs.

Significant uncertainty persists regarding the duration and scope of both existing and newly announced tariffs, including potential

adjustments, suspensions or expansions, as well as possible retaliatory actions by foreign governments.

The Company continues to actively monitor these developments and evaluate their potential impacts on its business, financial condition and results of operations.

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

1 unchanged sentence

($ thousands)

YEAR ENDED FEBRUARY 1, 2025

YEAR ENDED JANUARY 31, 2026

Deducted from assets or accounts:

11 unchanged sentences

Deferred tax asset valuation allowance

YEAR ENDED JANUARY 29, 2023

YEAR ENDED FEBRUARY 3, 2024

Deducted from assets or accounts:

7 unchanged sentences

(D) Established through purchase accounting related to the Stuart Weitzman acquisition.

ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data