What changed in this filing

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Item 1. Financial Statements

2026-06-09 compared with 2025-12-11 · 176 added, 377 removed, 536 unchanged (51% of the section changed)

3 unchanged sentences

($ thousands)

November 1, 2025

November 2, 2024

February 1, 2025

January 31, 2026

Current assets:

33 unchanged sentences

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

($ thousands, except per share amounts)

November 1, 2025

November 2, 2024

November 1, 2025

November 2, 2024

Cost of goods sold

3 unchanged sentences

Interest expense, net

Other (expense) income, net

Other income, net

Earnings before income taxes

8 unchanged sentences

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

($ thousands)

November 1, 2025

November 2, 2024

November 1, 2025

November 2, 2024

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

Other comprehensive income, net of tax:

Foreign currency translation adjustment

Pension and other postretirement benefits adjustments

Other comprehensive earnings, net of tax

Other comprehensive income, net of tax

Comprehensive income

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Thirty-Nine Weeks Ended

Thirteen Weeks Ended

($ thousands)

November 1, 2025

November 2, 2024

Operating Activities

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

Adjustments to reconcile net earnings to net cash used for operating activities:

Amortization of capitalized software

1 unchanged sentence

Amortization of debt issuance costs

Loss on early extinguishment of debt

Share-based compensation expense

Loss on disposal of property and equipment

Gain on disposal of property and equipment

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

6 unchanged sentences

Income taxes, net

Net cash provided by operating activities

Net cash used for operating activities

Investing Activities

Purchases of property and equipment

Proceeds from sale of headquarters

Capitalized software

Acquisition of Stuart Weitzman, net of cash received

Adjustment to acquisition of Stuart Weitzman

Net cash used for investing activities

2 unchanged sentences

Repayments under revolving credit agreement

Debt issuance costs

Dividends paid

2 unchanged sentences

Contributions by noncontrolling interests

Net cash provided by (used for) financing activities

Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

11 unchanged sentences

Paid-In Capital

BALANCE AUGUST 2, 2025

Net earnings (loss)

Foreign currency translation adjustment

Pension and other postretirement benefits adjustments, net of tax of $ 365

Comprehensive income (loss)

Contributions by noncontrolling interests

Dividends ($ 0.07 per share)

Acquisition of treasury stock

Issuance of common stock under share-based plans, net

Share-based compensation expense

BALANCE NOVEMBER 1, 2025

BALANCE AUGUST 3, 2024

BALANCE JANUARY 31, 2026

Net earnings (loss)

5 unchanged sentences

Acquisition of treasury stock

( 1,522,324 )

Issuance of common stock under share-based plans, net

Share-based compensation expense

BALANCE NOVEMBER 2, 2024

Total Caleres, Inc.

Comprehensive

Shareholders’

Noncontrolling

($ thousands, except number of shares and per share amounts)

Paid-In Capital

BALANCE FEBRUARY 1, 2025

BALANCE MAY 2, 2026

FEBRUARY 1, 2025

Net earnings (loss)

7 unchanged sentences

Share-based compensation expense

BALANCE NOVEMBER 1, 2025

BALANCE FEBRUARY 3, 2024

Foreign currency translation adjustment

Pension and other postretirement benefits adjustments, net of tax of $ 1,154

Comprehensive income (loss)

Contributions by noncontrolling interests

Dividends ($ 0.21 per share)

Acquisition of treasury stock

( 1,938,324 )

Issuance of common stock under share-based plans, net

Share-based compensation expense

BALANCE NOVEMBER 2, 2024

BALANCE MAY 3, 2025

See notes to condensed consolidated financial statements.

5 unchanged sentences

("the Company").

These statements, however, do not include all information and footnotes necessary for a complete presentation of the Company’s consolidated financial position, results of operations, comprehensive income and cash flows in conformity with accounting principles generally accepted in the United States.

These statements, however, do not include all information and footnotes necessary for a complete presentation of the Company’s consolidated financial position, results of operations, comprehensive income and cash flows in conformity with generally accepted accounting principles in the United States (“GAAP”).

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries, after the elimination of intercompany accounts and transactions.

2 unchanged sentences

Interim results may not necessarily be indicative of results which may be expected for any other interim period or for the year as a whole.

The accompanying condensed consolidated financial statements and footnotes should be read in conjunction with the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended February 1, 2025.

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 earnings attributable to Caleres, Inc.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes.

Actual results could differ from those estimates.

3 unchanged sentences

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

During the thirteen and thirty-nine weeks ended November 1, 2025, capital contributions of $ 0.8 million and $ 5.3 million, respectively, were made to CLT, including $ 0.4 million and $ 2.7 million, respectively, received from Brand Investment Holding.

During the thirteen and thirty-nine weeks ended November 2, 2024, capital contributions of $ 2.0 million and $ 3.0 million, respectively, were made to CLT, including $ 1.0 million and $ 1.5 million, respectively, received from Brand Investment Holding

Net sales and operating losses of CLT for the periods ended November 1, 2025 and November 2, 2024 were as follows:

During the thirteen weeks ended May 2, 2026 and May 3, 2025, capital contributions of $ 1.7 million and $ 3.5 million were made to CLT, including $ 0.9 million and $ 1.8 million received from Brand Investment Holding, respectively.

Net sales and operating losses of CLT for the periods ended May 2, 2026 and May 3, 2025 were as follows:

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

($ thousands)

November 1, 2025

November 2, 2024

November 1, 2025

November 2, 2024

Operating loss

4 unchanged sentences

The Company facilitates a voluntary supplier finance program (“the Program”) that provides certain of the Company’s suppliers the opportunity to sell receivables related to products that the Company has purchased to participating financial institutions at a rate that leverages the Company’s credit rating, which may be more beneficial to the suppliers than the rate they can obtain based upon their own credit rating.

The Company negotiates payment and other terms directly with the suppliers, regardless of whether the supplier participates in the Program, and the Company’s responsibility is limited to making payment based on the terms originally negotiated with the supplier.

The suppliers that participate in the Program have discretion to determine which invoices, if any, are sold to the participating financial

institutions.

The Company negotiates payment and other terms directly with the suppliers, regardless of whether the supplier participates

in the Program, and the Company’s responsibility is limited to making payment based on the terms originally negotiated with the supplier.

The suppliers that participate in the Program have discretion to determine which invoices, if any, are sold to the participating financial institutions.

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

As of November 1, 2025 and November 2, 2024, the Company had $ 15.9 million and $ 17.2 million, respectively, of accounts payable subject to the Program arrangements.

The following table is a rollforward of the obligations confirmed under the Program for November 1, 2025 and November 2, 2024:

Thirty-Nine Weeks Ended

As of May 2, 2026 and May 3, 2025, the Company had $ 11.9 million and $ 11.8 million, respectively, of accounts payable subject to the Program arrangements.

The following table is a rollforward of the obligations confirmed under the Program for May 2, 2026, May 3, 2025 and January 31, 2026:

($ thousands)

November 1, 2025

November 2, 2024

January 31, 2026

Confirmed obligations outstanding at the beginning of the period

2 unchanged sentences

Confirmed obligations outstanding at the end of the period

P roperty and Equipment, Held for Sale

In January 2025, the Company entered into an agreement to sell the main portion of its nine -acre corporate headquarters campus (the “Campus”) located in Clayton, Missouri, subject to certain closing conditions.

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

In April 2025, the Company entered into an agreement to sell one of the remaining parcels and in September 2025, an agreement was entered into the sell the remaining parcel.

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 on the consolidated balance sheet as of November 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 November 1, 2025.

Note 2 Impact of New Accounting Pronouncements

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, allowing continued occupancy until its new headquarters space becomes available, which is expected in mid-2026.

In April 2026, the Company completed the sale of one of the remaining parcels and similarly entered into a short-term leaseback agreement for continued use of the property through the anticipated relocation date.

In connection with the sale, the Company recognized a gain of $ 3.9 million during the thirteen weeks ended May 2, 2026, which is reflected in restructuring and other special charges, net, in the condensed consolidated statement of earnings.

See Note 6 to the condensed consolidated financial statements for further discussion.

The Company remains committed to the sale of the remaining parcel of the corporate headquarters campus, which has a carrying value of $ 4.9 million and is classified as property and equipment, net on the condensed consolidated balance sheet.

Note 2 Significant Accounting Policies

The Company’s significant accounting policies, which are disclosed in the Annual Report on Form 10-K for the year ended January 31, 2026, did not change during the thirteen weeks ended May 2, 2026.

Impact of Recently Adopted Accounting Pronouncements

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets.

The ASU permits the adoption of a practical expedient that allows an entity to assume current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable.

The Company adopted ASU 2025-05 on a prospective basis during the first quarter of 2026, which did not have a material impact on the consolidated financial statement disclosures.

Impact of Recently Issued Accounting Pronouncements

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 year 2025, with the option to apply the standard retrospectively, and early adoption is permitted.

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

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 year 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 annual reporting periods beginning after December 15, 2027, and interim reporting periods within those fiscal years, 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.

There have been no additional accounting pronouncements or changes in accounting pronouncements during the thirteen weeks ended May 2, 2026 as compared with the recently issued accounting pronouncements described in our Annual Report on Form 10-K for the year ended January 31, 2026 that are significant or expected to be significant to the Company.

N ote 3 Acquisition

3 unchanged sentences

The aggregate purchase price for the Acquisition was $ 109.2 million, net of the cash received at the closing.

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

During the first quarter of 2026, the Company recorded a net measurement period adjustment of $ 0.6 million related to the finalization of net working capital adjustments, and as of May 2, 2026, the purchase accounting for the Stuart Weitzman acquisition was complete.

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.

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

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

Preliminary Purchase Price Allocation

Purchase Price Allocation

The acquisition was accounted for in accordance with Accounting Standards Codification (“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:

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

($ thousands)

18 unchanged sentences

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.

Subsequent changes in the estimated fair values assumed upon the finalization of more detailed analyses within the measurement period changed the allocation of the purchase price and were 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.

2 unchanged sentences

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 and is still in the process of finalizing the fair value of certain assets acquired and liabilities assumed, including inventories, property

and equipment, certain intangibles and leases at the acquisition date.

The Company expects to obtain the information necessary to finalize the purchase price allocation during the measurement period, not to exceed one year from the acquisition date as permitted under ASC 805.

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

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

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

2 unchanged sentences

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 $ 45.8 million and reported an operating loss of $ 18.9 million for the thirteen and thirty-nine weeks ended November 1, 2025.

The operating loss is due in part to $ 7.7 million in incremental cost of goods sold during the thirteen and thirty-nine weeks ended November 1, 2025 related to the inventory fair value adjustment required for purchase accounting.

The operating loss does not include $ 3.8 million ($ 2.8 million on an after-tax basis, or $ 0.09 per diluted share) and $ 6.7 million ($ 5.0 million on an after-tax basis, or $ 0.15 per diluted share) in acquisition and integration-related costs during the thirteen and thirty-nine weeks ended November 1, 2025, respectively, and the incremental interest expense associated with the transaction.

Stuart Weitzman contributed net sales of $ 43.9 million and reported an operating loss of $ 1.3 million for the thirteen weeks ended May 2, 2026.

The operating loss does not include $ 1.8 million ($ 1.3 million on an after-tax basis, or $ 0.03 per diluted share) in acquisition and integration-related costs during the thirteen weeks ended May 2, 2026 and the incremental interest expense associated with the transaction.

Refer to Note 6 to the condensed consolidated financial statements for additional information related to the acquisition and integration costs and Note 9 for discussion of the intangible assets acquired.

Pro Forma Financial Information

The following unaudited pro forma financial information for the thirteen and thirty-nine weeks ended November 1, 2025 and November 2, 2024 combines the historical results of Caleres, Inc.

The following unaudited pro forma financial information for the thirteen weeks ended May 2, 2026 and May 3, 2025 combine the historical results of Caleres, Inc.

and Stuart Weitzman, assuming the acquisition had been completed as of February 2, 2025.

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 costs, interest expense on the 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 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 the inventory, acquisition and integration-related transaction costs, interest expense on the 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.

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

($ thousands)

November 1, 2025

November 2, 2024

November 1, 2025

November 2, 2024

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.

Net earnings (loss) 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 February 2, 2025, nor is it necessarily indicative of the results of operations that may be expected in future periods.

Note 4 Revenues

Disaggregation of Revenues

The following table disaggregates revenue by segment and major source for the periods ended November 1, 2025 and November 2, 2024:

Thirteen Weeks Ended November 1, 2025

Eliminations and

($ thousands)

Famous Footwear

Brand Portfolio

Retail stores

E-commerce - Company websites (1)

E-commerce - wholesale drop-ship (1)

Total direct-to-consumer sales

Wholesale - e-commerce (1)

Wholesale - landed

Wholesale - first cost

Licensing and royalty

Thirteen Weeks Ended November 2, 2024

Eliminations and

($ thousands)

Famous Footwear

Brand Portfolio

Retail stores

E-commerce - Company websites (1)

E-commerce - wholesale drop-ship (1)

Total direct-to-consumer sales

Wholesale - e-commerce (1)

Wholesale - landed

Wholesale - first cost

Licensing and royalty

Thirty-Nine Weeks Ended November 1, 2025

The following table disaggregates revenue by segment and major source for the periods ended May 2, 2026 and May 3, 2025:

Thirteen Weeks Ended May 2, 2026

Eliminations and

10 unchanged sentences

Licensing and royalty

Thirty-Nine Weeks Ended November 2, 2024

Thirteen Weeks Ended May 3, 2025

Eliminations and

21 unchanged sentences

The revenue associated with the initial merchandise purchased is recognized immediately and the value assigned to the points is deferred until the points are redeemed, forfeited or expired.

The Company generates revenue from sales on websites maintained by the Company that are shipped from the Company’s distribution centers or retail stores directly to the consumer, picked up directly by the consumer from the Company’s stores, or delivered from our Famous Footwear stores to the consumer via a third-party delivery service (“e-commerce – Company websites”);

Famous Footwear stores to the consumer via a third-party delivery service (“e-commerce – Company websites”);

sales from the Company’s wholesale customers’ websites that are fulfilled on a drop-ship basis (“e-commerce – wholesale drop ship”);

and other e-commerce sales

(“wholesale – e-commerce”), collectively referred to as "e-commerce".

and other e-commerce sales (“wholesale – e-commerce”), collectively referred to as "e-commerce".

The Company transfers control and recognizes revenue for merchandise sold that is shipped directly to an individual consumer upon delivery to the consumer.

21 unchanged sentences

($ thousands)

November 1, 2025

November 2, 2024

February 1, 2025

January 31, 2026

Customer allowances and discounts

3 unchanged sentences

Changes in contract balances with customers between the periods presented generally reflect differences in relative sales volume.

We also experienced an increase in customer allowances and discounts, the returns reserve and the gift card liability as a result of the Stuart Weitzman acquisition in the third quarter of 2025.

In addition, during the thirty-nine weeks ended November 1, 2025, the loyalty programs liability increased $ 14.5 million due to points and material rights earned on purchases and decreased $ 14.1 million due to expirations and redemptions.

During the thirty-nine weeks ended November 2, 2024, the loyalty programs liability increased $ 24.0 million due to points and material rights earned on purchases and decreased $ 27.4 million due to expirations and redemptions.

In addition, during the thirteen weeks ended May 2, 2026, the loyalty programs liability increased $ 6.4 million due to points and material rights earned on purchases and decreased $ 5.8 million due to expirations and redemptions.

During the thirteen weeks ended May 3, 2025, the loyalty programs liability increased $ 6.3 million due to points and material rights earned on purchases and decreased $ 5.5 million due to expirations and redemptions.

The liability for loyalty programs is presented within other accrued expenses when earned and is generally expected to be recognized as revenue within one year.

The returns reserve liability generally reflects differences in relative sales volume.

The gift card liability is established upon the sale of a gift card and revenue is recognized either upon redemption of the gift card by the consumer or based upon the gift card breakage rate, which is generally within the 24-month period following the sale of the gift card.

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 following table summarizes the activity in the Company’s allowance for expected credit losses during the thirty-nine weeks ended November 1, 2025 and November 2, 2024:

Thirty-Nine Weeks Ended

The following table summarizes the activity in the Company’s allowance for expected credit losses during the thirteen weeks ended May 2, 2026 and May 3, 2025:

Thirteen Weeks Ended

($ thousands)

November 1, 2025

November 2, 2024

Balance, beginning of period

2 unchanged sentences

Balance, end of period

(1) Includes $ 2.0 million of allowance for expected credit losses for the accounts receivable from the acquired Stuart Weitzman business .

Note 5 Earnings Per Share

3 unchanged sentences

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

shareholders for the periods ended November 1, 2025 and November 2, 2024:

shareholders for the periods ended May 2, 2026 and May 3, 2025:

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

($ thousands, except per share amounts)

November 1, 2025

November 2, 2024

November 1, 2025

November 2, 2024

Net loss attributable to noncontrolling interests

9 unchanged sentences

As further discussed in Item 2, Unregistered Sales of Equity Securities and Use of Proceeds , the Company has a publicly announced share repurchase program.

The Company repurchased zero and 1,522,324 shares under this program during the thirteen weeks ended November 1, 2025 and November 2, 2024, respectively.

The Company repurchased 300,000 shares and 1,938,324 shares under this program during the thirty-nine weeks ended November 1, 2025 and November 2, 2024, respectively.

The Company repurchased 250,000 and 300,000 shares under this program during the thirteen weeks ended May 2, 2026 and May 3, 2025, respectively.

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 condensed consolidated statements of shareholders’ equity.

An immaterial amount of excise taxes was due on share repurchases during the thirty-nine weeks ended November 1, 2025 and November 2, 2024.

There were no excise taxes due on share repurchases during the thirteen weeks ended May 2, 2026.

An immaterial amount of excise taxes were due on share repurchases during the thirteen weeks ended May 3, 2025.

Note 6 Restructuring and Other Special Charges

Gain on Sale of Corporate Headquarters

During the thirteen weeks ended May 2, 2026, the Company completed the sale of one of the remaining parcels comprising its corporate headquarters in Clayton, Missouri.

The transaction resulted in a gain of $ 3.9 million ($ 2.9 million on an after-tax basis, or $ 0.07 per diluted share), which is reflected in the restructuring and other special charges in the condensed consolidated statement of earnings within the Eliminations and Other category.

Stuart Weitzman Acquisition and Integration Costs

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

During the thirteen and thirty-nine weeks ended November 1, 2025, t he Company incurred legal, information technology and other related costs associated with the acquisition of approximately $ 3.8 million ($ 2.8 million on an after-tax basis, or $ 0.09 per diluted share) and $ 6.7 million ($ 5.0 million on an after-tax basis, or $ 0.15 per diluted share), respectively.

Of the $ 3.8 million in costs for the thirteen weeks ended November 1, 2025, $ 3.5 million is reflected in the Eliminations and Other category and $ 0.3 million is reflected in the Brand Portfolio segment in restructuring and other special charges in the condensed consolidated statement of earnings.

Of the $ 6.7 million in costs for the thirty-nine weeks ended November 1, 2025, $ 6.4 million is reflected in the Eliminations and Other category and $ 0.3 million is reflected in the Brand Portfolio segment in restructuring and other special charges in the condensed consolidated statement of earnings.

Expense Reduction Initiatives

During the second quarter of 2025, the Company announced its plan to reduce selling and administrative expenses through structural changes.

During the thirteen and thirty-nine weeks ended November 1, 2025, the Company incurred costs of approximately $ 2.9 million ($ 2.1 million on an after-tax basis, or $ 0.06 per diluted share) and $ 7.4 million ($ 5.5 million on an after-tax basis, or $ 0.16 per diluted share), respectively, for severance and other related costs associated with these expense reduction initiatives.

Of the $ 2.9 million in costs for the thirteen weeks ended November 1, 2025, $ 1.9 million is reflected in the Eliminations and Other category, $ 0.8 million is reflected in the Brand Portfolio segment and $ 0.2 million is reflected in the Famous Footwear segment in restructuring and other special charges in the condensed consolidated statement of earnings.

Of the $ 7.4 million in costs for the thirty-nine weeks ended November 1, 2025, $ 4.5 million is reflected in the Eliminations and Other category, $ 2.6 million is reflected in the Brand Portfolio segment and $ 0.3 million is reflected in the Famous Footwear segment in restructuring and other special charges.

Restructuring Costs

The Company incurred costs of approximately $ 1.6 million ($ 1.2 million on an after-tax basis, or $ 0.04 per diluted share) during the thirteen and thirty-nine weeks ended November 2, 2024 for restructuring, primarily severance.

Of the $ 1.6 million in costs, $ 1.1 million is reflected in the Brand Portfolio segment, $ 0.3 million is reflected within the Eliminations and Other category and $ 0.2 million is reflected in the Famous Footwear segment.

As discussed in Note 3 to the condensed consolidated financial statements, on August 4, 2025, the Company completed the previously announced acquisition of Stuart Weitzman from Tapestry, Inc., and successfully completed the Stuart Weitzman systems integration on February 1, 2026.

During the thirteen weeks ended May 2, 2026, the Company incurred information technology, office relocation and other related costs associated with the acquisition of approximately $ 1.8 million ($ 1.3 million on an after-tax basis, or $ 0.03 per diluted share).

Of the $ 1.8 million in costs for the thirteen weeks ended May 2, 2026, $ 1.4 million is reflected in the Eliminations and Other category and $ 0.4 million is reflected in the Brand Portfolio segment in restructuring and other special charges in the condensed consolidated statement of earnings.

During the thirteen weeks ended May 3, 2025, the Company incurred legal and other related costs of approximately $ 0.6 million ($ 0.5 million on an after-tax basis, or $ 0.01 per diluted share) associated with the acquisition of Stuart Weitzman.

These costs were reflected in restructuring and other special charges in the condensed consolidated statement of earnings for the thirteen weeks ended May 3, 2025 in the Eliminations and Other category.

Restructuring Reserves

The following table summarizes the activity in the Company’s restructuring reserves related to the Stuart Weitzman acquisition and associated integration costs during the thirteen weeks ended May 2, 2026.

There were no restructuring reserves related to the Stuart Weitzman acquisition as of May 3, 2025.

($ thousands)

Balance, beginning of the period

Net additions

Utilized during the period

Balance, end of the period

Note 7 Business Segment Information

Following is a summary of certain key financial measures for the Company’s business segments for the periods ended November 1, 2025 and November 2, 2024:

Thirteen Weeks Ended November 1, 2025

Following is a summary of certain key financial measures for the Company’s business segments for the periods ended May 2, 2026 and May 3, 2025:

Thirteen Weeks Ended May 2, 2026

($ thousands)

10 unchanged sentences

Segment assets

Thirteen Weeks Ended November 2, 2024

Net sales (1)

Cost of goods sold

Less expenses:

Retail stores (2)

Information technology

Warehousing and distribution

Advertising and marketing

Restructuring and other special charges, net

Other expenses (3)

Operating earnings (loss)

Segment assets

Thirty-Nine Weeks Ended November 1, 2025

($ thousands)

Net sales (1)

Cost of goods sold

Less expenses:

Retail stores (2)

Information technology

Warehousing and distribution

Advertising and marketing

Restructuring and other special charges, net

Other expenses (3)

Operating earnings (loss)

Thirty-Nine Weeks Ended November 2, 2024

Thirteen Weeks Ended May 3, 2025

($ thousands)

9 unchanged sentences

Operating earnings (loss)

(1) Net sales includes intersegment sales from Brand Portfolio to Famous Footwear of $ 12.4 million and $ 10.3 million for the thirteen weeks ended November 1, 2025 and November 2, 2024, respectively.

Net sales includes intersegment sales from Brand Portfolio to Famous Footwear of $ 38.0 million and $ 40.3 million for the thirty-nine weeks ended November 1, 2025 and November 2, 2024, respectively.

Segment assets

(1) Net sales includes intersegment sales from Brand Portfolio to Famous Footwear of $ 9.0 million and $ 8.9 million for the thirteen weeks ended May 2, 2026 and May 3, 2025, respectively.

(2) Includes compensation and facilities costs associated with the Company’s North America retail stores.

3 unchanged sentences

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

($ thousands)

November 1, 2025

November 2, 2024

November 1, 2025

November 2, 2024

Operating earnings

Interest expense, net

Other (expense) income, net

Other income, net

Earnings before income taxes

2 unchanged sentences

($ thousands)

November 1, 2025

November 2, 2024

February 1, 2025

January 31, 2026

Raw materials

2 unchanged sentences

Inventories, net (1)

Net of adjustment to last-in, first-out cost of $ 14.0 million, $ 8.9 million and $ 10.9 as of November 1, 2025, November 2, 2024 and February 1, 2025, respectively.

Net of adjustment to last-in, first-out cost of $ 15.7 million, $ 10.9 million and $ 14.9 million as of May 2, 2026, May 3, 2025 and January 31, 2026, respectively.

Note 9 Goodwill and Intangible Assets

1 unchanged sentence

($ thousands)

November 1, 2025

November 2, 2024

February 1, 2025

January 31, 2026

Intangible Assets

7 unchanged sentences

Goodwill and intangible assets, net

(1) The carrying amount of intangible assets as of November 1, 2025, November 2, 2024 and February 1, 2025 is presented net of accumulated impairment charges of $ 106.2 million.

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

(1) The carrying amount of intangible assets as of May 2, 2026, May 3, 2025 and January 31, 2026 is presented net of accumulated impairment charges of $ 106.2 million.

(2) The carrying amount of goodwill as of May 2, 2026, May 3, 2025 and January 31, 2026 is presented net of accumulated impairment charges of $ 415.7 million.

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

The preliminary allocation of the purchase price resulted in trademark intangible assets of $ 12.7 million and incremental goodwill of $ 6.6 million.

The allocation of the purchase price resulted in trademark intangible assets of $ 12.8 million and incremental goodwill of $ 11.0 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 November 1, 2025, November 2, 2024 and February 1, 2025 were as follows:

The Company’s intangible assets as of May 2, 2026, May 3, 2025 and January 31, 2026 were as follows:

($ thousands)

November 1, 2025

Estimated Useful Lives

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Customer relationships

November 2, 2024

($ thousands)

Estimated Useful Lives

1 unchanged sentence

Customer relationships

February 1, 2025

($ thousands)

January 31, 2026

Estimated Useful Lives

1 unchanged sentence

Customer relationships

Amortization expense related to intangible assets was $ 2.9 million and $ 2.8 million for the thirteen weeks ended November 1, 2025 and November 2, 2024, respectively, and $ 8.4 million and $ 8.3 million for the thirty-nine weeks ended November 1, 2025 and November 2, 2024, respectively.

The Company estimates that amortization expense related to intangible assets will be approximately $ 11.4 million in 2025, $ 11.7 million in 2026, $ 11.5 million in 2027, and $ 11.3 million in 2028 and 2029.

Amortization expense related to intangible assets was $ 2.9 million and $ 2.8 million for the thirteen weeks ended May 2, 2026 and May 3, 2025, respectively.

The Company estimates that amortization expense related to intangible assets will be approximately $ 11.7 million in 2026, $ 11.5 million in 2027, and $ 11.3 million in 2028, 2029, 2030 and 2031.

Goodwill is tested for impairment as of the first day of the fourth quarter of each fiscal year, or more frequently if events or circumstances indicate it might be impaired, using either the qualitative assessment or a quantitative fair value-based test.

The Company recorded no goodwill impairment charges during the thirty-nine weeks ended November 1, 2025 or November 2, 2024.

The Company recorded no goodwill impairment charges during the thirteen weeks ended May 2, 2026 or May 3, 2025.

Indefinite-lived intangible assets are tested for impairment as of the first day of the fourth quarter of each fiscal year unless events or circumstances indicate an interim test is required.

The Company recorded no impairment charges for indefinite-lived intangible assets during the thirty-nine weeks ended November 1, 2025 or November 2, 2024.

The Company recorded no impairment charges for indefinite-lived intangible assets during the thirteen weeks ended May 2, 2026 or May 3, 2025.

Note 10 Leases

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

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

At contract inception, leases are evaluated and classified as either operating or finance leases.

Leases with an initial term of 12 months or less are not recorded on the balance sheet.

Lease right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term.

The majority of the Company’s leases do not provide an implicit rate and therefore, the Company uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future payments.

Leases with an initial term of 12 months or less are not recorded on the balance sheet and are expensed as incurred.

For operating leases, lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

Variable lease payments are expensed as incurred.

The Company regularly analyzes the results of all of its stores and assesses the viability of underperforming stores to determine whether events or circumstances exist that indicate the stores should be closed or whether the carrying amount of their long-lived assets may not be recoverable.

After allowing for an appropriate start-up period and consideration of any unusual nonrecurring events, property and equipment

at stores and the lease right-of-use assets indicated as impaired are written down to fair value as calculated using a discounted cash flow method.

The fair value of the lease right-of-use assets is determined utilizing projected cash flows for each store location, discounted using a risk-adjusted discount rate, subject to a market floor based on current market lease rates.

During the thirty-nine weeks ended November 1, 2025 and November 2, 2024, the Company recorded asset impairment charges of $ 1.4 million and $ 1.3 million, respectively, primarily related to underperforming retail stores.

Refer to Note 15 to the condensed consolidated financial statements for further discussion of impairment charges on the Company’s operating lease right-of-use assets and property and equipment in retail stores.

During the thirty-nine weeks ended November 1, 2025, the Company entered into new or amended leases that resulted in the recognition of right-of-use assets and lease obligations of $ 116.8 million, including $21.7 million acquired from Stuart Weitzman, on the condensed consolidated balance sheets.

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

The Company anticipates that two leases will begin in the current fiscal year, two leases will begin in fiscal 2026 and one lease will begin in fiscal 2027.

Upon commencement, right-of-use assets and lease liabilities of approximately $ 2.0 million will be recorded in the current fiscal year, $ 3.3 million will be recorded in fiscal 2026 and $ 0.9 million will be recorded in fiscal 2027 on the condensed consolidated balance sheet.

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

The Company uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future payments.

During the thirteen weeks ended May 2, 2026, the Company entered into new or amended leases that resulted in the recognition of right-of-use assets and lease obligations of $ 44.9 million on the condensed consolidated balance sheets.

As of May 2, 2026, the Company has entered into lease commitments for eight retail locations for which the leases have not yet commenced.

The Company anticipates that five leases will begin in the current fiscal year, two leases will begin in fiscal 2027 and one lease will begin in fiscal 2028.

Upon commencement, right-of-use assets and lease liabilities of approximately $ 6.3 million will be recorded in the current fiscal year, and $ 1.8 million will be recorded in fiscal 2027 and 2028, respectively, on the condensed consolidated balance sheet.

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 the thirteen and thirty-nine weeks ended November 1, 2025 and November 2, 2024 were as follows:

During the thirteen weeks ended May 2, 2026 and May 3, 2025, the Company recorded asset impairment charges of $ 0.3 million in each period, primarily related to underperforming retail stores.

The components of lease expense for the thirteen weeks ended May 2, 2026 and May 3, 2025 were as follows:

Thirteen Weeks Ended

($ thousands)

November 1, 2025

November 2, 2024

Operating lease expense

2 unchanged sentences

Total lease expense

Thirty-Nine Weeks Ended

($ thousands)

November 1, 2025

November 2, 2024

Operating lease expense

Variable lease expense

Short-term lease expense

Total lease expense

During the thirty-nine weeks ended November 1, 2025 and November 2, 2024, the Company paid cash for lease liabilities of $ 139.7 million and $ 126.4 million, respectively.

During the thirteen weeks ended May 2, 2026 and May 3, 2025, the Company paid cash for lease obligations of $ 45.2 million and $ 51.2 million, respectively.

Note 11 Financing Arrangements

Credit Agreement

The Company maintains a revolving credit facility for working capital needs and strategic initiatives.

The Company is the lead borrower, and 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 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 further 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.

The Company maintains a revolving credit facility under the Seventh Amendment to the Fourth Amended and Restated Credit Agreement dated as of June 27, 2025 (the “Credit Agreement”), for working capital needs and strategic initiatives, with amounts available up to $ 700.0 million, subject to borrowing base restrictions.

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 an unused line 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.

The Credit Agreement limits the Company’s ability to create, incur, assume or permit to exist additional indebtedness and liens, make investments or specified payments, give guarantees, pay dividends, make capital expenditures and merge or acquire or sell assets.

In addition, if excess availability falls below the greater of 10.0 % of the Loan Cap and $ 56.0 million for three consecutive business days, and the fixed charge coverage ratio is less than 1.25 to 1.0, the Company would be in default under the Credit Agreement and certain additional covenants would be triggered.

The Credit Agreement contains customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to similar obligations, certain events of bankruptcy and insolvency, judgment defaults and the failure of any guaranty or security document supporting the agreement to be in full force and effect.

If an event of default occurs, the collateral agent may assume dominion and control over the Company’s cash (a “cash dominion event”) until such event of default is cured or waived or the excess availability exceeds such amount for 30 consecutive days, provided that a cash dominion event shall be deemed continuing (even if an event of default is no longer continuing and/or excess availability exceeds the required amount for 30 consecutive business days) after a cash dominion event has occurred and been discontinued on two occasions in any 12-month period.

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 November 1, 2025.

At November 1, 2025, the Company had $ 355.0 million of borrowings outstanding and $ 8.6 million in letters of credit outstanding under the Credit Agreement.

Total additional borrowing availability was $ 278.1 million as of November 1, 2025.

The Credit Agreement matures on June 27, 2030.

At May 2, 2026, the Company had $ 347.5 million of borrowings outstanding and $ 8.5 million in letters of credit outstanding under the Credit Agreement.

Total additional borrowing availability was $ 191.5 million as of May 2, 2026.

As further discussed in Note 3 to the condensed consolidated financial statements, the Company acquired Stuart Weitzman from Tapestry, Inc.

1 unchanged sentence

Borrowings under the revolving credit agreement were used to fund the acquisition.

The Company was in compliance with all covenants and restrictions under the Credit Agreement as of May 2, 2026.

Note 12 Shareholders’ Equity

Accumulated Other Comprehensive Loss

The following table sets forth the changes in accumulated other comprehensive loss (OCL) by component for the periods ended November 1, 2025 and November 2, 2024:

The following table sets forth the changes in accumulated other comprehensive loss by component for the periods ended May 2, 2026 and May 3, 2025:

Postretirement

3 unchanged sentences

(Loss) Income

Balance at August 2, 2025

Other comprehensive loss before reclassifications

Reclassifications:

Amounts reclassified from accumulated other comprehensive loss

Net reclassifications

Other comprehensive (loss) income

Balance at November 1, 2025

Balance at August 3, 2024

Balance at January 31, 2026

Other comprehensive loss before reclassifications

3 unchanged sentences

Other comprehensive (loss) income

Balance at November 2, 2024

Balance at February 1, 2025

Other comprehensive income before reclassifications

Reclassifications:

Amounts reclassified from accumulated other comprehensive loss

Net reclassifications

Other comprehensive income

Balance at November 1, 2025

Balance at May 2, 2026

Balance at February 1, 2025

4 unchanged sentences

Other comprehensive income

Balance at November 2, 2024

Balance at May 3, 2025

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

1 unchanged sentence

Note 13 Share-Based Compensation

The Company recognized share-based compensation expense of $ 3.1 million and $ 3.4 million during the thirteen weeks and $ 10.0 million and $ 11.3 million during the thirty-nine weeks ended November 1, 2025 and November 2, 2024, respectively.

The Company had net issuances of 56,087 and 20,699 shares of common stock during the thirteen weeks ended November 1, 2025 and November 2, 2024, respectively, for restricted stock grants, stock performance awards issued to employees and common and restricted stock grants issued to non-employee directors, net of forfeitures and shares withheld to satisfy the tax withholding requirement.

During the thirty-nine weeks ended November 1, 2025 and November 2, 2024, the Company had net issuances of 569,865 and 82,550 shares of common stock, respectively, related to share-based plans.

The Company recognized share-based compensation expense of $ 2.7 million and $ 2.8 million during the thirteen weeks ended May 2, 2026 and May 3, 2025, respectively.

The Company had net repurchases of 118,147 and net issuances of 483,778 shares of common stock during the thirteen weeks ended May 2, 2026 and May 3, 2025, respectively, for restricted stock grants, stock performance awards issued to employees and common and restricted stock grants issued to non-employee directors, net of forfeitures and shares withheld to satisfy the tax withholding requirement.

Restricted Stock

The following table summarizes restricted stock activity for the periods ended November 1, 2025 and November 2, 2024:

The following table summarizes restricted stock activity for the periods ended May 2, 2026 and May 3, 2025:

Thirteen Weeks Ended

November 1, 2025

November 2, 2024

of Restricted

Nonvested at August 2, 2025

Nonvested at August 3, 2024

Nonvested at November 1, 2025

Nonvested at November 2, 2024

Thirty-Nine Weeks Ended

November 1, 2025

November 2, 2024

of Restricted

Nonvested at February 2, 2025

Nonvested at January 31, 2026

Nonvested at February 1, 2025

Nonvested at November 1, 2025

Nonvested at November 2, 2024

The Company granted 133,159 and 932,074 restricted shares during the thirteen and thirty-nine weeks ended November 1, 2025, respectively.

Of the 932,074 restricted shares granted during the thirty-nine weeks ended November 1, 2025, 113,259 have a cliff-vesting term of one year and 818,815 have a graded vesting term of three years , with 50 % vesting after two years and 50 % after three years .

The Company granted 2,783 restricted shares during the thirteen weeks ended November 2, 2024, which have a graded vesting term of three years , with 50 % vesting after two years and 50 % after three years .

Of the 322,880 restricted shares the Company granted during the thirty-nine weeks ended November 2, 2024, 13,692 have a cliff-vesting term of one year and 309,188 shares have a graded vesting term of three years , with 50 % vesting after two years and 50 % vesting after three years .

Nonvested at May 2, 2026

Nonvested at May 3, 2025

The Company did not grant any restricted shares during the thirteen weeks ended May 2, 2026.

The Company granted 748,063 restricted shares during the thirteen weeks ended May 3, 2025, which have a graded vesting term of three years , with 50 % vesting after two years and 50 % after three years.

Performance Awards

The Company granted no performance share awards during the thirty-nine weeks ended November 1, 2025.

During the thirty-nine weeks ended November 2, 2024, the Company granted performance share awards for a targeted 165,854 shares, with a weighted-average grant date fair value of $ 41.05 in connection with the 2024 performance award (2024 – 2026 performance period).

During the thirteen weeks ended May 2, 2026, the Company granted performance share awards for a targeted 456,681 shares, with a weighted-average grant date fair value of $ 11.45 in connection with the 2026 performance award (2026-2028 performance period).

At the end of the vesting period, the employee will have earned an amount of shares or units between 0 % and 200 % of the targeted award, depending on the attainment of certain financial goals for the service period and individual achievement of strategic initiatives over the cumulative period of the award.

1 unchanged sentence

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

During the thirty-nine weeks ended November 1, 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 November 1, 2025, is being accrued over the three-year performance period.

The Company granted no performance share awards during the thirteen weeks ended May 3, 2025.

During the thirteen weeks ended May 3, 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 cash liability, which is reflected within other liabilities on the consolidated balance sheet as of May 3, 2025, is being accrued over the three-year service period.

Stock Price Incentive Awards

During the thirteen weeks ended May 2, 2026, the Company granted one-time stock price incentive (“SPI”) awards, payable in cash, to certain executives, with a total target value of $ 5.9 million.

The SPI awards are based upon achievement of certain average stock price levels of the Company’s common shares for a defined period.

Earned awards are payable in increments over a three-year performance period.

The estimated cash liability of this award, which is reflected within other liabilities on the consolidated balance sheet as of May 2, 2026, is being accrued over the three-year service period.

Restricted Stock Units for Non-Employee Directors

6 unchanged sentences

Gains and losses resulting from changes in the fair value of the RSUs payable in cash subsequent to the vesting period and through the settlement date are recognized in the Company’s condensed consolidated statements of earnings.

The Company granted 2,141 and 868 RSUs to non-employee directors for dividend equivalents, during the thirteen weeks ended November 1, 2025 and November 2, 2024, respectively, with weighted-average grant date fair values of $ 13.51 and $ 33.78 , respectively.

The Company granted 79,062 and 30,191 RSUs to non-employee directors, including 6,276 and 2,807 for dividend equivalents, during the thirty-nine weeks ended November 1, 2025 and November 2, 2024, respectively, with weighted-average grant date fair values of $ 13.25 and $ 34.99 , respectively.

The Company granted 2,979 RSUs with weighted-average grant date fair value of $ 12.52 during the thirteen weeks ended May 2, 2026 and 1,885 RSUs with weighted-average grant date fair value of $ 15.64 , for dividend equivalents.

Note 14 Retirement and Other Benefit Plans

5 unchanged sentences

($ thousands)

November 1, 2025

November 2, 2024

November 1, 2025

November 2, 2024

Interest cost

4 unchanged sentences

Total net periodic benefit expense (income)

Pension Benefits

What changed 10-Q

Item 1. Financial Statements