Item 1. Financial Statements
ITEM 1 FINANCIAL STATEMENTS
CALERES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
($ thousands)
May 2, 2026
May 3, 2025
January 31, 2026
Assets
Current assets:
Cash and cash equivalents
$
37,737
$
33,139
$
29,769
Receivables, net
173,912
160,433
147,216
Inventories, net
609,102
573,615
610,471
Income taxes
4,455
4,675
5,442
Property and equipment, held for sale
—
16,777
—
Prepaid expenses and other current assets
87,392
57,753
69,876
Total current assets
912,598
846,392
862,774
Prepaid pension costs
86,543
79,452
85,289
Lease right-of-use assets
571,812
559,713
562,327
Property and equipment, net
201,691
185,069
202,939
Deferred income taxes
5,621
5,193
5,603
Goodwill and intangible assets, net
201,884
189,515
204,147
Other assets
41,937
42,362
42,711
Total assets
$
2,022,086
$
1,907,696
$
1,965,790
Liabilities and Equity
Current liabilities:
Borrowings under revolving credit agreement
$
347,500
$
258,500
$
296,500
Trade accounts payable
190,514
212,514
191,150
Income taxes
14,022
8,746
8,049
Lease obligations
126,715
118,781
127,034
Other accrued expenses
204,483
171,715
222,807
Total current liabilities
883,234
770,256
845,540
Other liabilities:
Noncurrent lease obligations
475,069
472,981
467,597
Deferred income taxes
28,235
32,146
27,909
Other liabilities
16,176
19,409
15,788
Total other liabilities
519,480
524,536
511,294
Equity:
Common Stock
334
338
338
Additional paid-in capital
199,545
190,091
198,880
Accumulated other comprehensive loss
( 17,815 )
( 27,173 )
( 18,576 )
Retained earnings
430,012
441,923
421,209
Total Caleres, Inc. shareholders’ equity
612,076
605,179
601,851
Noncontrolling interests
7,296
7,725
7,105
Total equity
619,372
612,904
608,956
Total liabilities and equity
$
2,022,086
$
1,907,696
$
1,965,790
See notes to condensed consolidated financial statements.
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CALERES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
Thirteen Weeks Ended
($ thousands, except per share amounts)
May 2, 2026
May 3, 2025
Net sales
$
666,599
$
614,221
Cost of goods sold
351,127
335,527
Gross profit
315,472
278,694
Selling and administrative expenses
293,729
266,483
Restructuring and other special charges, net
( 2,126 )
627
Operating earnings
23,869
11,584
Interest expense, net
( 4,682 )
( 3,795 )
Other income, net
1,166
686
Earnings before income taxes
20,353
8,475
Income tax provision
( 6,603 )
( 2,529 )
Net earnings
13,750
5,946
Net loss attributable to noncontrolling interests
( 527 )
( 997 )
Net earnings attributable to Caleres, Inc.
$
14,277
$
6,943
Basic earnings per common share attributable to Caleres, Inc. shareholders
$
0.42
$
0.21
Diluted earnings per common share attributable to Caleres, Inc. shareholders
$
0.42
$
0.21
See notes to condensed consolidated financial statements.
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CALERES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Thirteen Weeks Ended
($ thousands)
May 2, 2026
May 3, 2025
Net earnings
$
13,750
$
5,946
Other comprehensive income, net of tax:
Foreign currency translation adjustment
( 454 )
5,808
Pension and other postretirement benefits adjustments
1,083
1,088
Other comprehensive income, net of tax
629
6,896
Comprehensive income
14,379
12,842
Comprehensive loss attributable to noncontrolling interests
( 659 )
( 950 )
Comprehensive income attributable to Caleres, Inc.
$
15,038
$
13,792
See notes to condensed consolidated financial statements.
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CALERES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Thirteen Weeks Ended
($ thousands)
May 2, 2026
May 3, 2025
Operating Activities
Net earnings
$
13,750
$
5,946
Adjustments to reconcile net earnings to net cash used for operating activities:
Depreciation
12,071
10,770
Amortization of capitalized software
1,242
1,255
Amortization of intangible assets
2,871
2,759
Amortization of debt issuance costs
171
102
Share-based compensation expense
2,747
2,843
Gain on disposal of property and equipment
( 3,337 )
( 240 )
Impairment charges for property, equipment, and lease right-of-use assets
290
277
Adjustment to expected credit losses
476
1,969
Deferred income taxes
326
7
Changes in operating assets and liabilities:
Receivables
( 35,299 )
( 5,620 )
Inventories
( 1,630 )
( 10,032 )
Prepaid expenses and other current and noncurrent assets
( 8,655 )
( 2,346 )
Trade accounts payable
( 693 )
( 24,933 )
Accrued expenses and other liabilities
( 17,230 )
( 1,759 )
Income taxes, net
6,939
11,275
Other, net
( 1,818 )
2,070
Net cash used for operating activities
( 27,779 )
( 5,657 )
Investing Activities
Purchases of property and equipment
( 11,193 )
( 20,542 )
Proceeds from sale of headquarters
3,951
—
Capitalized software
( 1,080 )
( 604 )
Adjustment to acquisition of Stuart Weitzman
( 307 )
—
Net cash used for investing activities
( 8,629 )
( 21,146 )
Financing Activities
Borrowings under revolving credit agreement
125,250
135,500
Repayments under revolving credit agreement
( 74,250 )
( 96,500 )
Dividends paid
( 2,354 )
( 2,362 )
Acquisition of treasury stock
( 3,123 )
( 5,044 )
Issuance of common stock under share-based plans, net
( 2,083 )
( 3,067 )
Contributions by noncontrolling interests
850
1,750
Net cash provided by financing activities
44,290
30,277
Effect of exchange rate changes on cash and cash equivalents
86
29
Increase in cash and cash equivalents
7,968
3,503
Cash and cash equivalents at beginning of period
29,769
29,636
Cash and cash equivalents at end of period
$
37,737
$
33,139
See notes to condensed consolidated financial statements.
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CALERES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Accumulated
Total
Other
Caleres, Inc.
(Unaudited)
Common Stock
Additional
Comprehensive
Retained
Shareholders’
Noncontrolling
($ thousands, except number of shares and per share amounts)
Shares
Dollars
Paid-In Capital
Loss
Earnings
Equity
Interests
Total Equity
BALANCE JANUARY 31, 2026
33,850,012
$
338
$
198,880
$
( 18,576 )
$
421,209
$
601,851
$
7,105
$
608,956
Net earnings (loss)
14,277
14,277
( 527 )
13,750
Foreign currency translation adjustment
( 322 )
( 322 )
( 132 )
( 454 )
Pension and other postretirement benefits adjustments, net of tax of $ 375
1,083
1,083
1,083
Comprehensive income (loss)
761
14,277
15,038
( 659 )
14,379
Contributions by noncontrolling interests
—
850
850
Dividends ($ 0.07 per share)
( 2,354 )
( 2,354 )
( 2,354 )
Acquisition of treasury stock
( 250,000 )
( 3 )
( 3,120 )
( 3,123 )
( 3,123 )
Issuance of common stock under share-based plans, net
( 118,147 )
( 1 )
( 2,082 )
( 2,083 )
( 2,083 )
Share-based compensation expense
2,747
2,747
2,747
BALANCE MAY 2, 2026
33,481,865
$
334
$
199,545
$
( 17,815 )
$
430,012
$
612,076
$
7,296
$
619,372
FEBRUARY 1, 2025
33,631,764
$
336
$
190,320
$
( 34,022 )
$
442,390
$
599,024
$
6,925
$
605,949
Net earnings (loss)
6,943
6,943
( 997 )
5,946
Foreign currency translation adjustment
5,761
5,761
47
5,808
Pension and other postretirement benefits adjustments, net of tax of $ 376
1,088
1,088
1,088
Comprehensive income (loss)
6,849
6,943
13,792
( 950 )
12,842
Contributions by noncontrolling interests
—
1,750
1,750
Dividends ($ 0.07 per share)
( 2,362 )
( 2,362 )
( 2,362 )
Acquisition of treasury stock
( 300,000 )
( 3 )
( 5,048 )
( 5,051 )
( 5,051 )
Issuance of common stock under share-based plans, net
483,778
5
( 3,072 )
( 3,067 )
( 3,067 )
Share-based compensation expense
2,843
2,843
2,843
BALANCE MAY 3, 2025
33,815,542
$
338
$
190,091
$
( 27,173 )
$
441,923
$
605,179
$
7,725
$
612,904
See notes to condensed consolidated financial statements.
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CALERES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 Basis of Presentation and General
Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of the United States Securities and Exchange Commission (“SEC”) and reflect all adjustments and accruals of a normal recurring nature, which management believes are necessary to present fairly the financial position, results of operations, comprehensive income and cash flows of Caleres, Inc. ("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 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.
The Company’s business is seasonal in nature due to consumer spending patterns, with higher back-to-school and holiday season sales. 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. 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 January 31, 2026.
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 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.
Noncontrolling Interests
Noncontrolling interests in the Company’s condensed consolidated financial statements result from the accounting for noncontrolling interests in partially-owned consolidated subsidiaries or affiliates. The Company has a joint venture with Brand Investment Holding Limited (“Brand Investment Holding”), a member of the Gemkell Group, to sell Sam Edelman, Naturalizer and other branded footwear in China. The Company and Brand Investment Holding are each 50 % owners of the joint venture, which is named CLT Brand Solutions (“CLT”). 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
($ thousands)
May 2, 2026
May 3, 2025
Net sales
$
9,822
$
7,210
Operating loss
( 1,054 )
( 1,996 )
The Company consolidates CLT into its condensed consolidated financial statements on a one-month lag. Net loss attributable to noncontrolling interests represents the share of net losses that are attributable to Brand Investment Holding. Transactions between the Company and the joint venture have been eliminated in the condensed consolidated financial statements.
Supplier Finance Program
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
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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 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)
May 2, 2026
May 3, 2025
January 31, 2026
Confirmed obligations outstanding at the beginning of the period
$
25,313
$
21,970
$
21,970
Invoices confirmed during the period
22,102
26,324
110,129
Confirmed invoices paid during the period
( 35,503 )
( 36,497 )
( 106,786 )
Confirmed obligations outstanding at the end of the period
$
11,912
$
11,797
$
25,313
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
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
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 $ 109.2 million, net of the cash received at the closing. 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, Asia and Europe across both wholesale and direct-to-consumer channels. The acquisition was funded with borrowings from the revolving credit agreement.
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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 allocation of the purchase price as of the acquisition date:
($ thousands)
August 4, 2025
Assets
Current assets:
Cash and cash equivalents
$
10,683
Receivables
14,220
Inventories
84,472
Prepaid expenses and other current assets
10,607
Total current assets
119,982
Lease right-of-use assets
21,293
Property and equipment
7,899
Goodwill
11,038
Intangible assets
12,800
Other assets
2,241
Total assets
$
175,253
Liabilities and Equity
Current liabilities:
Trade accounts payable
5,458
Lease obligations
10,279
Other accrued expenses
22,045
Total current liabilities
37,782
Other liabilities:
Noncurrent lease obligations
16,496
Other liabilities
1,126
Total other liabilities
17,622
Net assets
$
119,849
The allocation of the purchase price was based on certain preliminary valuations and analyses. 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. 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, 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. The goodwill recognized, which is deductible for tax purposes, is primarily attributable to synergies and an assembled workforce. Refer to Note 9 to the condensed consolidated financial statements for additional information regarding goodwill and intangible assets.
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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 $ 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 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 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
($ thousands)
May 2, 2026
May 3, 2025
Net sales
$
666,599
$
661,032
Net earnings (loss) attributable to Caleres, Inc.
$
12,930
$
( 6,407 )
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.
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Note 4 Revenues
Disaggregation of Revenues
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
($ thousands)
Famous Footwear
Brand Portfolio
Other
Total
Retail stores
$
268,834
$
29,558
$
—
$
298,392
E-commerce - Company websites (1)
50,053
66,340
—
116,393
E-commerce - wholesale drop-ship (1)
—
30,563
( 1,559 )
29,004
Total direct-to-consumer sales
318,887
126,461
( 1,559 )
443,789
Wholesale - e-commerce (1)
—
69,896
—
69,896
Wholesale - landed
—
148,114
( 7,432 )
140,682
Wholesale - first cost
—
10,046
—
10,046
Licensing and royalty
296
1,732
—
2,028
Other (2)
138
20
—
158
Net sales
$
319,321
$
356,269
$
( 8,991 )
$
666,599
Thirteen Weeks Ended May 3, 2025
Eliminations and
($ thousands)
Famous Footwear
Brand Portfolio
Other
Total
Retail stores
$
281,614
$
16,936
$
—
$
298,550
E-commerce - Company websites (1)
45,590
54,900
—
100,490
E-commerce - wholesale drop-ship (1)
—
31,182
( 1,550 )
29,632
Total direct-to-consumer sales
327,204
103,018
( 1,550 )
428,672
Wholesale - e-commerce (1)
—
63,107
—
63,107
Wholesale - landed
—
117,863
( 7,300 )
110,563
Wholesale - first cost
—
9,818
—
9,818
Licensing and royalty
342
1,577
—
1,919
Other (2)
130
12
—
142
Net sales
$
327,676
$
295,395
$
( 8,850 )
$
614,221
(1) Collectively referred to as "e-commerce" in the narrative below
(2) Includes breakage revenue from unredeemed gift cards, which is recognized during the 24-month period following the sale of the gift cards according to the Company’s historical redemption patterns.
Retail stores
The Company generates revenue from retail sales where control is transferred and revenue is recognized at the point of sale. Retail sales are recorded net of estimated returns and exclude sales tax. The Company records a returns reserve and a corresponding return asset for expected returns of merchandise.
Retail sales to members of the Company’s loyalty programs, including the Famously You Rewards program, include two performance obligations: the sale of merchandise and the delivery of points that may be converted to savings certificates and redeemed for future purchases. The transaction price is allocated to the separate performance obligations based on the relative stand-alone selling price. The stand-alone selling price for the points is estimated using the retail value of the merchandise earned, adjusted for estimated breakage based upon historical redemption patterns. 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.
E-commerce
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
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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". The Company transfers control and recognizes revenue for merchandise sold that is shipped directly to an individual consumer upon delivery to the consumer.
Landed wholesale
Landed sales are wholesale sales in which the Company obtains title to the footwear from the overseas suppliers and maintains title until the merchandise is shipped to the customer from the Company’s warehouses. Many customers purchasing footwear on a landed basis arrange their own transportation of merchandise and, with limited exceptions, control is transferred and revenue is recognized at the time of shipment. Landed sales generally carry a higher profit rate than first-cost wholesale sales as a result of the brand equity associated with the product along with the additional customs, warehousing and logistics services provided to customers and the risks associated with inventory ownership.
First-cost wholesale
First-cost sales are wholesale sales in which the Company purchases merchandise from an international factory that manufactures the product and subsequently sells to a customer at an overseas port. Many of the customers then import this product into the United States. Revenue is recognized at the time the merchandise is delivered to the customer’s designated freight forwarder and control is transferred to the customer.
Licensing and royalty
The Company has license agreements with third parties allowing them to sell the Company’s branded product, or other merchandise that uses the Company’s owned or licensed brand names. These license agreements provide the licensee access to the Company’s symbolic intellectual property, and revenue is therefore recognized over the license term. For royalty contracts that do not have guaranteed minimums, the Company recognizes revenue as the licensee’s sales occur. For royalty contracts that have guaranteed minimums, revenue for the guaranteed minimum is recognized on a straight-line basis during the term, until such time that the cumulative royalties exceed the total minimum guarantee. Up-front payments are recognized over the contractual term to which the guaranteed minimum relates.
The Company also licenses its Famous Footwear trade name and logo to a third-party financial institution to offer Famous Footwear-branded credit cards to its consumers. The Company receives royalties based upon cardholder spending, which is recognized as licensing revenue at the time the credit card is used.
Contract Balances
Revenue is recorded at the transaction price, net of estimates for variable consideration for which reserves are established, including returns, allowances and discounts. Variable consideration is estimated using the expected value method and given the large number of contracts with similar characteristics, the portfolio approach is applied to determine the variable consideration for each revenue stream. Reserves for projected returns are based on historical patterns and current expectations.
Information about significant balances from contracts with customers is as follows:
($ thousands)
May 2, 2026
May 3, 2025
January 31, 2026
Customer allowances and discounts
$
17,109
$
15,135
$
14,504
Loyalty programs liability
8,388
8,568
7,828
Returns reserve
22,698
15,861
18,567
Gift card liability
8,187
5,876
8,576
Changes in contract balances with customers between the periods presented generally reflect differences in relative sales volume. 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.
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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 thirteen weeks ended May 2, 2026 and May 3, 2025:
Thirteen Weeks Ended
($ thousands)
May 2, 2026
May 3, 2025
Balance, beginning of period
$
17,521
$
8,323
Adjustment for expected credit losses
476
1,969
Uncollectible account recoveries, net
( 52 )
( 28 )
Balance, end of period
$
17,945
$
10,264
Note 5 Earnings Per Share
The Company uses the two-class method to compute basic and diluted earnings per common share attributable to Caleres, Inc. shareholders. 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. shareholders for the periods ended May 2, 2026 and May 3, 2025:
Thirteen Weeks Ended
($ thousands, except per share amounts)
May 2, 2026
May 3, 2025
NUMERATOR
Net earnings
$
13,750
$
5,946
Net loss attributable to noncontrolling interests
527
997
Net earnings attributable to Caleres, Inc.
$
14,277
$
6,943
Net earnings allocated to participating securities
( 452 )
( 241 )
Net earnings attributable to Caleres, Inc. after allocation of earnings to participating securities
$
13,825
$
6,702
DENOMINATOR
Denominator for basic earnings per common share attributable to Caleres, Inc. shareholders
32,620
32,523
Dilutive effect of share-based awards
130
128
Denominator for diluted earnings per common share attributable to Caleres, Inc. shareholders
32,750
32,651
Basic earnings per common share attributable to Caleres, Inc. shareholders
$
0.42
$
0.21
Diluted earnings per common share attributable to Caleres, Inc. shareholders
$
0.42
$
0.21
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 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. 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
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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., 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)
May 2, 2026
Balance, beginning of the period
$
4,906
Net additions
136
Utilized during the period
( 2,513 )
Balance, end of the period
$
2,529
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Note 7 Business Segment Information
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
Famous
Brand
Eliminations
($ thousands)
Footwear
Portfolio
and Other
Total
Net sales (1)
$
319,321
$
356,269
$
( 8,991 )
$
666,599
Cost of goods sold
179,315
181,759
( 9,947 )
351,127
Gross Profit
140,006
174,510
956
315,472
Less expenses:
Retail stores (2)
90,942
16,193
—
107,135
Information technology
7,161
8,682
495
16,338
Warehousing and distribution
12,840
14,914
( 677 )
27,077
Advertising and marketing
7,884
27,797
54
35,735
Restructuring and other special charges, net
—
457
( 2,583 )
( 2,126 )
Other expenses (3)
21,616
67,376
18,452
107,444
Operating earnings (loss)
$
( 437 )
$
39,091
$
( 14,785 )
$
23,869
Segment assets
$
870,334
$
972,678
$
179,074
$
2,022,086
Thirteen Weeks Ended May 3, 2025
Famous
Brand
Eliminations
($ thousands)
Footwear
Portfolio
and Other
Total
Net sales (1)
$
327,676
$
295,395
$
( 8,850 )
$
614,221
Cost of goods sold
179,235
166,108
( 9,816 )
335,527
Gross Profit
148,441
129,287
966
278,694
Less expenses:
Retail stores (2)
89,621
7,433
—
97,054
Information technology
7,810
7,644
1,398
16,852
Warehousing and distribution
14,000
16,160
( 3,080 )
27,080
Advertising and marketing
8,655
21,541
139
30,335
Restructuring and other special charges, net
—
—
627
627
Other expenses (3)
23,381
59,094
12,687
95,162
Operating earnings (loss)
$
4,974
$
17,415
$
( 10,805 )
$
11,584
Segment assets
$
877,642
$
861,984
$
168,070
$
1,907,696
(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) Primarily includes compensation costs associated with non-retail store operations, depreciation and amortization, and other overhead expenses.
The Eliminations and Other category includes corporate assets, administrative expenses and other costs and recoveries, which are not allocated to the operating segments, as well as the elimination of intersegment sales and profit.
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Following is a reconciliation of operating earnings to earnings before income taxes:
Thirteen Weeks Ended
($ thousands)
May 2, 2026
May 3, 2025
Operating earnings
$
23,869
$
11,584
Interest expense, net
( 4,682 )
( 3,795 )
Other income, net
1,166
686
Earnings before income taxes
$
20,353
$
8,475
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Note 8 Inventories
The Company’s net inventory balance was comprised of the following:
($ thousands)
May 2, 2026
May 3, 2025
January 31, 2026
Raw materials
$
14,760
$
14,736
$
15,251
Work-in-process
796
617
704
Finished goods
593,546
558,262
594,516
Inventories, net (1)
$
609,102
$
573,615
$
610,471
(1)
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
Goodwill and intangible assets were as follows:
($ thousands)
May 2, 2026
May 3, 2025
January 31, 2026
Intangible Assets
Famous Footwear
$
2,800
$
2,800
$
2,800
Brand Portfolio (1)
354,883
342,083
354,883
Total intangible assets
357,683
344,883
357,683
Accumulated amortization
( 171,793 )
( 160,324 )
( 168,922 )
Total intangible assets, net
185,890
184,559
188,761
Goodwill
Brand Portfolio (2)
15,994
4,956
15,386
Total goodwill
15,994
4,956
15,386
Goodwill and intangible assets, net
$
201,884
$
189,515
$
204,147
(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 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 .
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The Company’s intangible assets as of May 2, 2026, May 3, 2025 and January 31, 2026 were as follows:
($ thousands)
May 2, 2026
Estimated Useful Lives
Accumulated
Accumulated
(In Years)
Cost Basis
Amortization
Impairment
Net Carrying Value
Trade names
2 - 40
$
312,288
$
( 151,790 )
$
( 10,200 )
$
150,298
Trade names
Indefinite
107,400
—
( 92,000 )
15,400
Customer relationships
15 - 16
44,200
( 20,003 )
( 4,005 )
20,192
$
463,888
$
( 171,793 )
$
( 106,205 )
$
185,890
($ thousands)
May 3, 2025
Estimated Useful Lives
Accumulated
Accumulated
(In Years)
Cost Basis
Amortization
Impairment
Net Carrying Value
Trade names
2 - 40
$
299,488
$
( 142,610 )
$
( 10,200 )
$
146,678
Trade names
Indefinite
107,400
—
( 92,000 )
15,400
Customer relationships
15 - 16
44,200
( 17,714 )
( 4,005 )
22,481
$
451,088
$
( 160,324 )
$
( 106,205 )
$
184,559
($ thousands)
January 31, 2026
Estimated Useful Lives
Accumulated
Accumulated
(In Years)
Cost Basis
Amortization
Impairment
Net Carrying Value
Trade names
2 - 40
$
312,288
$
( 149,492 )
$
( 10,200 )
$
152,596
Trade names
Indefinite
107,400
—
( 92,000 )
15,400
Customer relationships
15 - 16
44,200
( 19,430 )
( 4,005 )
20,765
$
463,888
$
( 168,922 )
$
( 106,205 )
$
188,761
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 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 thirteen weeks ended May 2, 2026 or May 3, 2025.
Note 10 Leases
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 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 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
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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.
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. 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.
The components of lease expense for the thirteen weeks ended May 2, 2026 and May 3, 2025 were as follows:
Thirteen Weeks Ended
($ thousands)
May 2, 2026
May 3, 2025
Operating lease expense
$
43,720
$
40,577
Variable lease expense
12,144
11,731
Short-term lease expense
254
144
Total lease expense
$
56,118
$
52,452
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 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 Credit Agreement matures on June 27, 2030. 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.
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. on August 4, 2025. 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.
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Note 12 Shareholders’ Equity
Accumulated Other Comprehensive Loss
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:
Pension and
Accumulated
Foreign
Other
Other
Currency
Postretirement
Comprehensive
($ thousands)
Translation
Transactions (1)
(Loss) Income
Balance at January 31, 2026
$
2,503
$
( 21,079 )
$
( 18,576 )
Other comprehensive loss before reclassifications
( 322 )
—
( 322 )
Reclassifications:
Amounts reclassified from accumulated other comprehensive loss
—
1,458
1,458
Tax benefit
—
( 375 )
( 375 )
Net reclassifications
—
1,083
1,083
Other comprehensive (loss) income
( 322 )
1,083
761
Balance at May 2, 2026
$
2,181
$
( 19,996 )
$
( 17,815 )
Balance at February 1, 2025
$
( 5,789 )
$
( 28,233 )
$
( 34,022 )
Other comprehensive income before reclassifications
5,761
—
5,761
Reclassifications:
Amounts reclassified from accumulated other comprehensive loss
—
1,464
1,464
Tax benefit
—
( 376 )
( 376 )
Net reclassifications
—
1,088
1,088
Other comprehensive income
5,761
1,088
6,849
Balance at May 3, 2025
$
( 28 )
$
( 27,145 )
$
( 27,173 )
(1) Amounts reclassified are included in other income, net. Refer to Note 14 to the condensed consolidated financial statements for additional information related to pension and other postretirement benefits.
Note 13 Share-Based Compensation
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.
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Table of Contents
Restricted Stock
The following table summarizes restricted stock activity for the periods ended May 2, 2026 and May 3, 2025:
Thirteen Weeks Ended
Thirteen Weeks Ended
May 2, 2026
May 3, 2025
Weighted-
Weighted-
Total Number
Average
Total Number
Average
of Restricted
Grant Date
of Restricted
Grant Date
Shares
Fair Value
Shares
Fair Value
Nonvested at January 31, 2026
1,288,190
$
22.29
Nonvested at February 1, 2025
1,141,319
$
27.60
Granted
—
—
Granted
748,063
17.18
Forfeited
( 19,555 )
22.30
Forfeited
( 71,329 )
24.95
Vested
( 331,726 )
28.91
Vested
( 463,989 )
22.06
Nonvested at May 2, 2026
936,909
$
19.94
Nonvested at May 3, 2025
1,354,064
$
23.88
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
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. The performance awards are payable in common stock for up to 100 % of the targeted award and the remainder in cash if any portion exceeds the targeted award. 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. 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
Equity-based grants may be made to non-employee directors in the form of restricted stock units ("RSUs") payable in cash or common stock at no cost to the non-employee director. The RSUs are subject to a vesting requirement (usually one year ) and earn dividend equivalents at the same rate as dividends on the Company’s common stock. The dividend equivalents, which vest immediately, are automatically reinvested in additional RSUs. Expense related to the initial grant of RSUs is recognized ratably over the vesting period based upon the fair value of the RSUs. The RSUs payable in cash are remeasured at the end of each period. Expense for the dividend equivalents is recognized at fair value when the dividend equivalents are granted. 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 2,979 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.
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Table of Contents
Note 14 Retirement and Other Benefit Plans
The following table sets forth the components of net periodic benefit expense (income) for the Company, including the domestic and Canadian plans:
Pension Benefits
Other Postretirement Benefits
Thirteen Weeks Ended
Thirteen Weeks Ended
($ thousands)
May 2, 2026
May 3, 2025
May 2, 2026
May 3, 2025
Service cost
$
1,328
$
1,224
$
—
$
—
Interest cost
3,617
3,621
13
13
Expected return on assets
( 5,823 )
( 5,556 )
—
—
Amortization of:
—
Actuarial loss (gain)
1,476
1,477
( 18 )
( 20 )
Prior service cost
—
7
—
—
Total net periodic benefit expense (income)
$
598
$
773
$
( 5 )
$
( 7 )
Service cost is included in selling and administrative expenses. All other components of net periodic benefit expense (income) are included in other income, net in the condensed consolidated statements of earnings.
Note 15 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:
● Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;
● Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and
● Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
In determining fair value, the Company uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company also considers counterparty credit risk in its assessment of fair value. Classification of the financial or non-financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.
Measurement of Fair Value
The Company measures fair value as an exit price, the price to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date, using the procedures described below for all financial and non-financial assets and liabilities measured at fair value.
Non-Qualified Deferred Compensation Plan Assets and Liabilities
The Company maintains a non-qualified deferred compensation plan (the “Deferred Compensation Plan”) for the benefit of certain management employees. The investment funds offered to the participants generally correspond to the funds offered in the Company’s 401(k) plan, and the account balance fluctuates with the investment returns on those funds. The Deferred Compensation Plan permits the deferral of up to 50 % of base salary and 100 % of compensation received under the Company’s annual incentive plan. The deferrals are held in a separate trust, which has been established by the Company to administer the Deferred Compensation Plan. The assets of the trust are subject to the claims of the Company’s creditors in the event that the Company becomes insolvent. Consequently, the trust qualifies as a grantor trust for income tax purposes (i.e., a “Rabbi Trust”). The liabilities of the Deferred Compensation Plan are presented in other accrued
23
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expenses and the assets held by the trust are classified within prepaid expenses and other current assets in the condensed consolidated balance sheets. Changes in the Deferred Compensation Plan assets and liabilities are charged to selling and administrative expenses. The fair value is based on unadjusted quoted market prices for the funds in active markets with sufficient volume and frequency (Level 1).
Non-Qualified Restoration Plan Assets and Liabilities
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 plan assets and liabilities fluctuate with the returns on the investment funds. The deferrals are held in a separate trust, which has been established by the Company to administer the Restoration Plan. The assets of the trust are subject to the claims of the Company’s creditors in the event that the Company becomes insolvent. Consequently, the trust qualifies as a grantor trust for income tax purposes (i.e., a “Rabbi Trust”). The liabilities of the Restoration Plan are presented in other accrued expenses and the assets held by the trust are classified within prepaid and other current assets in the condensed consolidated balance sheets. Changes in the Restoration Plan assets and liabilities are charged to selling and administrative expenses. The fair value is based on unadjusted quoted market prices for the funds in active markets with sufficient volume and frequency (Level 1).
Deferred Compensation Plan for Non-Employee Directors
Non-employee directors are eligible to participate in a deferred compensation plan with deferred amounts valued as if invested in the Company’s common stock through the use of phantom stock units (“PSUs”). Under the plan, each participating director’s account is credited with the number of PSUs equal to the number of shares of the Company’s common stock that the participant could purchase or receive with the amount of the deferred compensation, based upon the average of the high and low prices of the Company’s common stock on the last trading day of the fiscal quarter when the cash compensation was earned. Dividend equivalents are paid on PSUs at the same rate as dividends on the Company’s common stock and are reinvested in additional PSUs at the next fiscal quarter-end. The liabilities of the plan are based on the fair value of the outstanding PSUs and are presented in other accrued expenses (current portion) or other liabilities in the condensed consolidated balance sheets. Gains and losses resulting from changes in the fair value of the PSUs are presented in selling and administrative expenses in the Company’s condensed consolidated statements of earnings. The fair value of each PSU is based on an unadjusted quoted market price for the Company’s common stock in an active market with sufficient volume and frequency on each measurement date (Level 1).
Restricted Stock Units for Non-Employee Directors
Under the Company’s incentive compensation plans, cash-equivalent restricted stock units (“RSUs”) of the Company were previously granted at no cost to non-employee directors. These cash-equivalent RSUs are subject to a vesting requirement (usually one year ), earn dividend-equivalent units, and are settled in cash on the date the director terminates service or such earlier date as a director may elect, subject to restrictions, based on the then current fair value of the Company’s common stock. The fair value of each cash-equivalent RSU is based on an unadjusted quoted market price for the Company’s common stock in an active market with sufficient volume and frequency on each measurement date (Level 1). Additional information related to RSUs for non-employee directors is disclosed in Note 13 to the condensed consolidated financial statements.
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The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at May 2, 2026, May 3, 2025 and January 31, 2026. During the thirteen weeks ended May 2, 2026 and May 3, 2025, there were no transfers into or out of Level 3.
Fair Value Measurements
($ thousands)
Total
Level 1
Level 2
Level 3
Asset (Liability)
May 2, 2026:
Non-qualified deferred compensation plan assets
$
13,112
13,112
$
—
$
—
Non-qualified deferred compensation plan liabilities
( 13,112 )
( 13,112 )
—
—
Non-qualified restoration plan assets
520
520
—
—
Non-qualified restoration plan liabilities
( 520 )
( 520 )
—
—
Deferred compensation plan liabilities for non-employee directors
( 916 )
( 916 )
—
—
Restricted stock units for non-employee directors
( 849 )
( 849 )
—
—
May 3, 2025:
Non-qualified deferred compensation plan assets
11,037
11,037
—
—
Non-qualified deferred compensation plan liabilities
( 11,037 )
( 11,037 )
—
—
Non-qualified restoration plan assets
447
447
—
—
Non-qualified restoration plan liabilities
( 447 )
( 447 )
—
—
Deferred compensation plan liabilities for non-employee directors
( 922 )
( 922 )
—
—
Restricted stock units for non-employee directors
( 988 )
( 988 )
—
—
January 31, 2026:
Non-qualified deferred compensation plan assets
12,717
12,717
—
—
Non-qualified deferred compensation plan liabilities
( 12,717 )
( 12,717 )
—
—
Non-qualified restoration plan assets
521
521
—
—
Non-qualified restoration plan liabilities
( 521 )
( 521 )
—
—
Deferred compensation plan liabilities for non-employee directors
( 856 )
( 856 )
—
—
Restricted stock units for non-employee directors
( 769 )
( 769 )
—
—
Impairment Charges
The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important that could trigger an impairment review include underperformance relative to historical or projected future operating results, a significant change in the manner of the use of the asset, or a negative industry or economic trend. When the Company determines that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more of the aforementioned factors, impairment is measured based on a projected discounted cash flow method. Certain factors, such as estimated store sales and expenses, used for this nonrecurring fair value measurement are considered Level 3 inputs as defined by FASB ASC Topic 820, Fair Value Measurement . Long-lived assets held and used with carrying amounts of $ 639.4 million and $ 623.3 million at May 2, 2026 and May 3, 2025, respectively, were assessed for indicators of impairment. This assessment resulted in impairment charges for operating lease right-of-use assets, leasehold improvements and furniture and fixtures in the Company’s retail stores.
Thirteen Weeks Ended
($ thousands)
May 2, 2026
May 3, 2025
Long-Lived Asset Impairment Charges:
Famous Footwear
$
193
$
277
Brand Portfolio
97
—
Total long-lived asset impairment charges
$
290
$
277
Fair Value of the Company’s Other Financial Instruments
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 (Level 1).
The fair values of the borrowings under revolving credit agreement of $ 347.5 million and $ 258.5 million as of May 2, 2026 and May 3, 2025, respectively, approximate their carrying values due to the short-term nature of the borrowings (Level 1).
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Note 16 Income Taxes
The Company’s consolidated effective tax rate can vary considerably from period to period, depending on a number of factors. The Company’s consolidated effective tax rates were 32.4 % and 29.8 % for the thirteen weeks ended May 2, 2026 and May 3, 2025, respectively. The higher effective tax rate was driven by discrete tax provisions related to share-based compensation of $ 1.2 million and $ 0.3 million for the thirteen weeks ended May 2, 2026 and May 3, 2025, respectively.
As of May 2, 2026, no deferred taxes have been provided on the accumulated unremitted earnings of the Company’s foreign 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. 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.
Note 17 Commitments and Contingencies
Environmental Remediation
Prior operations included numerous manufacturing and other facilities for which the Company may have responsibility under various environmental laws for the remediation of conditions that may be identified in the future. The Company is involved in environmental remediation and ongoing compliance activities at several sites and has been notified that it is or may be a potentially responsible party at several other sites.
Redfield
The Company is remediating, under the oversight of Colorado authorities, the groundwater and indoor air at its owned facility in Colorado (the “Redfield site” or, when referring to remediation activities at or under the facility, the “on-site remediation”) and residential neighborhoods adjacent to and near the property (the “off-site remediation”) that have been affected by solvents previously used at the facility. The on-site remediation calls for the operation of a pump and treat system (which prevents migration of contaminated groundwater off the property) as the final remedy for the site, subject to monitoring and periodic review of the on-site conditions and other remedial technologies that may be developed in the future. In 2016, the Company submitted a revised plan to address on-site conditions, including direct treatment of source areas, and received approval from the oversight authorities to begin implementing the revised plan. The Company received permission from the oversight authorities to convert the pump and treat system to a passive treatment barrier system and completed the conversion during 2023.
Off-site groundwater concentrations have been reducing over time since installation of the pump and treat system in 2000 and injection of clean water beginning in 2003. However, localized areas of contaminated bedrock just beyond the property line continue to impact off-site groundwater. The modified work plan for addressing this condition includes converting the off-site bioremediation system into a monitoring well network and employing different remediation methods in these recalcitrant areas. In accordance with the work plan, a pilot test was conducted of certain groundwater remediation methods and the results of that test were used to develop more detailed plans for remedial activities in the off-site areas, which were approved by the authorities and are being implemented in a phased manner. The results of groundwater monitoring are being used to evaluate the effectiveness of these activities. The Company continues to implement the expanded remedy work plan 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 May 2, 2026 were $ 35.4 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 May 2, 2026 is $ 8.9 million, of which $ 8.1 million is recorded within other liabilities and $ 0.8 million is recorded within other accrued expenses. Of the total $ 8.9 million reserve, $ 4.5 million is for off-site remediation and $ 4.4 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 $ 11.9 million as of May 2, 2026. The Company expects to spend approximately $ 0.1 million in 2026, $ 0.1 million in each of the following four years and $ 11.4 million in the aggregate thereafter related to the on-site remediation.
Other
Various federal and state authorities have identified the Company as a potentially responsible party for remediation at certain other sites. However, the Company does not currently believe that its liability for such sites, if any, would be material.
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The Company continues to evaluate its remediation plans in conjunction with its environmental consultants and records its best estimate of remediation liabilities. However, future actions and the associated costs are subject to oversight and approval of various governmental authorities. Accordingly, the ultimate costs may vary, and it is possible costs may exceed the recorded amounts.
Litigation
The Company is involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such ordinary course of business proceedings and litigation currently pending is not expected to have a material adverse effect on the Company’s results of operations or financial position. Legal costs associated with litigation are generally expensed as incurred.
Note 18 Subsequent Events
U.S. Tariff Update
On February 20, 2026, the U.S. Supreme Court invalidated certain tariffs imposed under the International Emergency Powers Act (“IEEPA”) and in March 2026, the U.S. Court of International Trade ordered the U.S. Customs and Border Protection Agency (“CBP”) to suspend collection of the invalidated tariffs and to establish a process to refund IEEPA tariffs previously collected. On April 20, 2026, CBP launched an online portal to facilitate the submission of IEEPA tariff refund claims. All requests will be reviewed by the CBP to determine validity prior to the issuance of refunds, and the potential availability and amount of any refunds associated with the ruling remains uncertain. The Company submitted refund claims through the CBP portal for approximately $ 57.9 million, excluding applicable interest. There can be no guarantee that a refund will equal the full amount of IEEPA tariffs paid, and any refund may be subject to further legal and regulatory developments that could delay, reduce, or eliminate any refund. As a result of this uncertainty, as of May 2, 2026 we have not recorded a receivable related to the potential recovery of IEEPA tariffs paid. Beginning on May 11, 2026, the Company has received cash of $ 16.8 million for a portion of its refunds claims, with applicable interest. The Company continues to monitor developments and assess the potential impact on its consolidated financial statements and results of operations.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.