What changed in this filing

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Item 9A. Controls and Procedures

2026-04-02 compared with 2025-04-01 · 26 added, 28 removed, 154 unchanged (26% of the section changed)

4 unchanged sentences

automated accounting processing and reporting;

management review of monthly, quarterly and annual results;

management review of monthly,

quarterly and annual results;

an established system of internal controls;

2 unchanged sentences

Furthermore, the design of a control system must reflect the fact there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in

all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty, and breakdowns can occur because of simple error or mistake.

4 unchanged sentences

Our disclosure controls and procedures are designed to provide a reasonable level of assurance that their objectives are achieved.

As of February 1, 2025, management of the Company, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934).

As of January 31, 2026, management of the Company, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934).

Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded our disclosure controls and procedures were effective at the reasonable assurance level.

Internal Control Over Financial Reporting

Based on the evaluation of internal control over financial reporting, the Chief Executive Officer and Chief Financial Officer have concluded that there have been no changes in the Company’s internal controls over financial reporting or in other factors during the quarter ended February 1, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Based on the evaluation of internal control over financial reporting, the Chief Executive Officer and Chief Financial Officer have concluded that there have been no changes in the Company’s internal controls over financial reporting or in other factors during the quarter ended January 31, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

As permitted by the rules and regulations of the SEC, management’s assessment of the effectiveness of internal control over financial reporting did not include the internal controls of Stuart Weitzman, which was acquired on August 4, 2025.

ITEM 9B OTHER INFORMATION

During the thirteen weeks ended February 1, 2025, no director or Section 16 officer adopted or terminated any “ Rule 10b5-1 trading arrangement” or “ non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K.

During the thirteen weeks ended January 31, 2026 no director or Section 16 officer adopted or terminated any “ Rule 10b5-1 trading arrangement” or “ non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K.

ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

13 unchanged sentences

Equity Compensation Plan Information

The following table sets forth aggregate information regarding the Company’s equity compensation plans as of February 1, 2025:

The following table sets forth aggregate information regarding the Company’s equity compensation plans as of January 31, 2026:

available for

7 unchanged sentences

The target number of shares to be issued under the plans is 306,056.

Performance share awards were disregarded for purposes of computing the weighted-average exercise price in column

There were no outstanding (vested and nonvested) stock options as of February 1, 2025.

Performance share awards were disregarded for purposes of computing the weighted-average exercise price in column (b).

There were no outstanding (vested and nonvested) stock options as of January 31, 2026.

This table excludes independent directors’ deferred compensation units and restricted stock units payable in cash.

14 unchanged sentences

incorporated herein by reference to Exhibit 2.1 to the Company's Form 8-K filed February 19, 2025.

Amendment No.1 to Sale and Purchase Agreement, dated as of August 4, 2025, by and between the Company and Tapestry, Inc., incorporated herein by reference to Exhibit 2.2 to the Company’s Form 8-K filed August 5, 2025.

Restated Certificate of Incorporation of Caleres, Inc.

incorporated herein by reference to Exhibit 3.1 to the Company's Form 8-K filed June 1, 2020.

Bylaws of the Company as amended through November 5, 2024, incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed November 7, 2024.

Bylaws of the Company as amended through December 10, 2025, incorporated by reference to Exhibit 3.2 to the Company’s Form 10-Q filed December 11, 2025.

Description of the Registrant's Securities Registered Pursuant to Section 12 of The Securities Exchange Act of 1934, incorporated herein by reference to Exhibit 4.1 to the Company’s Form 10-K for the year ended February 1, 2020, and filed March 31, 2020.

First Amendment to Fourth Amended and Restated Credit Agreement, dated as of July 20, 2015 (the “Credit Agreement”), among the Company, as lead borrower for itself and on behalf of certain of its subsidiaries, and Bank of America, N.A., as lead issuing bank, administrative agent and collateral agent, Wells Fargo Bank, National Association, as an issuing bank, Wells Fargo Bank, National Association, as syndication agent, JPMorgan Chase Bank, N.A.

and SunTrust Bank, as co-documentation agents, and the other financial

institutions party thereto, as lenders, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K dated and filed July 20, 2015.

Seventh Amendment to Fourth Amended and Restated Credit Agreement, dated as of June 27, 2025, by and among the Company, certain of its subsidiaries party thereto, the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent and collateral agent, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed July 3, 2025.

Second Amendment to Fourth Amended and Restated Credit Agreement, dated August 17, 2016, among the Company, as lead borrower for itself and on behalf of certain of its subsidiaries, and the financial institutions party thereto, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarterly period ended July 30, 2016.

7 unchanged sentences

Form of Performance Award Agreement (for 2022-2024 performance period) under the Company’s Incentive and Stock Compensation Plan of 2017, incorporated herein by reference to Exhibit 10.4e to the Company’s Form 10-K for the year ended January 29, 2022, and filed March 28, 2022.

Form of Restricted Stock Award Agreement (for employee grants commencing March 2019) under the Company’s Incentive and Stock Compensation Plan of 2017, incorporated herein by reference to Exhibit 10.4f to the Company’s Form 10-K for the year ended February 2, 2019, and filed April 2, 2019.

Form of Restricted Stock Award Agreement (for employee grants commencing March 2020) under the Company’s Incentive and Stock Compensation Plan of 2017, incorporated herein by reference to Exhibit 10.4h to the Company’s 10-K for the year ended February 1, 2020, and filed March 31, 2020.

9 unchanged sentences

Form of Restricted Award Agreement (for employee grants commencing March 2024) under the Company’s Incentive and Stock Compensation Plan of 2022, incorporated herein by reference to Exhibit 10.3g to the Company’s Form 10-K for the year ended February 3, 2024, and filed April 2, 2024.

Form of Performance Award Agreement (for 2025 – 2027 performance period) under the Company’s Incentive and Stock Compensation Plan of 2022, incorporated herein by reference to Exhibit 10.3h to the Company’s Form 10-K for the year ended February 1, 2025, and filed April 1, 2025.

Form of Restricted Award Agreement (for employee grants commencing March 2025) under the Company’s Incentive and Stock Compensation Plan of 2022, incorporated herein by reference to Exhibit 10.3h to the Company’s Form 10-K for the year ended February 1, 2025, and filed April 1, 2025.

Form of Performance Award Agreement (for 2026 – 2028 performance period) under the Company’s Incentive and Stock Compensation Plan of 2022, filed herewith.

Form of Restricted Award Agreement (for employee grants commencing March 2025) under the Company’s Incentive and Stock Compensation Plan of 2022, filed herewith.

Form of Non-Employee Director Restricted Stock Unit Agreement between the Company and its Non-Employee Directors (for grants commencing in 2022), incorporated herein by reference to Exhibit 10.5a to the Company’s Form 10-Q for the quarter ended April 30, 2022, and filed June 7, 2022.

16 unchanged sentences

Schmidt, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended August 4, 2018, and filed September 12, 2018.

Severance Agreement, effective January 31, 2022, between the Company and Michael R.

Edwards, incorporated herein by reference to Exhibit 10.15 to the Company’s Form 10-K for the year ended January 28, 2023, and filed March 28, 2022.

Severance Agreement, effective September 12, 2022, between the Company and Jack P.

Calandra, incorporated herein by reference to Exhibit 10.10 to the Company’s Form 10-Q for the quarter ended October 29, 2022, and filed December 6, 2022.

Employment Agreement, effective as of January 12, 2023, between the Company and Diane M.

Sullivan, incorporated herein by reference to Exhibit 10.15 to the Company’s Form 10-K for the year ended January 28, 2023, and filed March 28, 2023.

Severance Agreement, effective February 2, 2025, between the Company and Brian P.

Costello, filed herewith.

Severance Agreement, effective November 11, 2025, between the Company and Kathleen K.

Welter, filed herewith.

Caleres, Inc.

Nonqualified Restoration Plan, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended October 28, 2023, and filed December 5, 2023.

Insider Trading Policy

Subsidiaries of the registrant.

23 unchanged sentences

CALERES, INC.

Senior Vice President and Chief Financial Officer

/s/ Daniel L.

Senior Vice President, Chief Accounting Officer and Interim Chief Financial Officer

April 2, 2026

Know all men by these presents, that each person whose signature appears below constitutes and appoints John W.

Schmidt and Jack P.

Calandra his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Schmidt and Daniel L.

Karpel his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant, on the dates and in the capacities indicated.

2 unchanged sentences

(Principal Executive Officer)

Senior Vice President and Chief Financial Officer

/s/ Daniel L.

Senior Vice President, Chief Accounting Officer and Interim Chief Financial Officer

April 2, 2026

(Principal Financial Officer)

Senior Vice President and Chief Accounting Officer

April 2, 2026

(Principal Accounting Officer)

April 1, 2025

Executive Chair

April 1, 2025

/s/ Brenda C.

15 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures