[8-K] Caleres Inc Reports Material Event

Rhea-AI Filing Summary

Jefferies Financial Group Inc. (ticker: JEF) is marketing Senior Leveraged Barrier Notes due July 31, 2030 under its Series A Global Medium-Term Note program. The zero-coupon notes are linked to the worst-performing of the S&P 500® Index (SPX) and the Dow Jones Industrial Average® (INDU).

• Issue/Principal: $1,000 per note; aggregate size may be increased before issuance.
• Pricing Date: July 28 2025  |  Issue Date: July 31 2025  |  Maturity: July 31 2030.
• Upside Participation: 120 % of any positive return of the worst-performing index at maturity.
• Principal Protection: Only if the worst-performing index does not fall below its Threshold Value (60 % of initial level). Below that threshold, investors lose 1 % of principal for every 1 % decline; maximum loss is 100 %.
• Credit & Liquidity: Senior unsecured obligations of Jefferies Financial Group Inc.; payments subject to issuer credit risk. The notes will not be listed; Jefferies LLC may make a secondary market but is not obligated.
• Pricing Economics: Issue price 100 % of face; estimated value on the pricing date approx. $950.20 (± $30) due to selling concessions, hedging costs and Jefferies’ internal funding rate.
• Fees: Dealer concessions up to 3.75 % per note; Jefferies LLC acts as both underwriter and calculation agent, triggering FINRA Rule 5121 conflict-of-interest provisions.
• Recent Financials (fiscal Q2 2025, three months ended 5/31/25): Investment Banking net revenue $766 m; Capital Markets $704 m; Asset Management $155 m; income before tax $135 m; net income $88 m (effective tax rate 32.3 %). Six-month net income totals $216 m.

Key risks highlighted: loss of principal below threshold, absence of periodic interest, reliance on a single valuation date, potential model-driven mis-pricing, secondary market illiquidity, conflicts of interest, and uncertain U.S. tax treatment (pre-paid derivative vs. contingent-payment debt).

Positive

• 120 % participation in upside of the worst-performing index, offering leveraged equity exposure if markets rise.
• 40 % principal buffer via the 60 % threshold before any loss of capital is realized.
• Recent profitability: Jefferies reported Q2 2025 net income of $88 m and six-month net income of $216 m, indicating ongoing earnings capacity.

Negative

• No coupon payments: investors receive no interim cash flow over the 5-year term.
• Full downside risk below threshold: each 1 % drop below the 60 % barrier erodes 1 % of principal, up to total loss.
• Estimated value 5 % below issue price, reflecting embedded fees and hedging costs that favor the issuer.
• Credit exposure: obligations are senior unsecured; payment depends on Jefferies’ financial health.
• Liquidity constraints: notes will not be listed; secondary market making is discretionary.
• Conflict of interest: Jefferies LLC acts as underwriter, calculation agent and hedging counterparty.
• Tax uncertainty: IRS could re-characterize the notes, potentially triggering current-income accrual or withholding.

Insights

Structured Products Analyst

TL;DR Zero-coupon worst-of barrier note offers 120 % upside with 40 % buffer but full downside; economics favor issuer; overall neutral.

The product provides leveraged upside participation without a cap, but only if the worst-performing index is positive on the valuation date. A 40 % buffer protects principal until the index declines more than 40 %, after which losses are linear and can reach 100 %. Because the note pays no coupons, investors face significant opportunity cost versus income-bearing securities. An estimated value of $950.20 against a $1,000 issue price embeds ~5 % in fees and hedging costs, and the lack of listing limits exit options. Credit exposure to Jefferies is senior unsecured; recent quarterly results show positive net income, but the aggregate principal amount is unspecified, so balance-sheet impact appears immaterial. Overall, the structure suits investors seeking conditional equity exposure with a moderate buffer, but risk/return is highly path-dependent.

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​​UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 8-KCURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934Date of Report (Date of earliest event reported) June 27, 2025CALERES, INC.(Exact name of registrant as specified in its charter)​

New York		1-2191		43-0197190
(State or other jurisdiction of		​		​
incorporation or organization)	​	(Commission File Number)	​	(IRS Employer Identification Number)

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8300 Maryland Avenue St. Louis, Missouri		63105
(Address of principal executive offices)		(Zip Code)

​(314) 854-4000(Registrant’s telephone number, including area code)Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):​​

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☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

​Securities registered pursuant to Section 12(b) of the Act:​

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock - par value of $0.01 per share	CAL	New York Stock Exchange

​Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).Emerging growth company ☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐​​​

Item 1.01.Entry into a Material Definitive Agreement.​On June 27, 2025, Caleres, Inc. (the “Company”) and certain of its subsidiaries as co-borrowers and guarantors (Sidney Rich Associates, Inc., BG Retail, LLC, Allen Edmonds LLC, Vionic International LLC, Vionic Group LLC, and Blowfish, LLC (collectively with the Company, the “Borrowers”)) entered into a Seventh Amendment to Fourth Amended and Restated Credit Agreement dated as of June 27, 2025 (the “Amendment”) with a group of lenders named in the Credit Agreement (as hereinafter defined) (collectively, the “Lenders”) and Bank of America, N.A., as administrative agent and collateral agent.  The Amendment amended the Fourth Amended and Restated Credit Agreement, dated as of December 18, 2014 (as amended, the “Credit Agreement”). ​The Amendment, among other modifications to the Credit Agreement, extends the maturity date of the Credit Agreement from October 5, 2026, to June 27, 2030, and increases the amount of the senior secured revolving credit facilities available to the Borrower by $200.0 million to an aggregate amount of up to $700.0 million, subject to the calculated borrowing base restrictions, which may be further increased by up to $250.0 million, which may be further increased to account for excess borrowing base, from time to time during the term of the Credit Agreement, subject to the approval of the lenders assuming a portion thereof. Under the Credit Agreement, the Borrowers’ obligations are secured by a first-priority security interest in all accounts receivable, inventory and certain other collateral.​As of June 26, 2025, the Company had approximately $271.0 million of credit extensions outstanding (including outstanding letters of credit), and approximately $229.0 million available for borrowing, under the Credit Agreement. ​Interest on borrowings is at variable rates based on the Term SOFR rate or the prime rate, as defined in the Credit Agreement, plus a spread based upon the level of “excess availability” under the Credit Agreement (i.e., the excess, if any, of (a) the lesser of the then Loan Cap, over (b) the outstanding credit extensions). There is an unused line fee payable on the excess availability under the facility and a letter of credit fee payable on the outstanding exposure under letters of credit. The Amendment also amends the definition of Permitted Acquisition to permit the consummation of the acquisition of Stuart Weitzman. ​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. An event of default under the Credit Agreement will allow the administrative agent to accelerate, and upon certain events of bankruptcy and insolvency will automatically accelerate, the amounts due under the Credit Agreement. In addition, certain additional covenants would be triggered if excess availability were to fall below specified levels, including fixed charge coverage ratio requirements. Furthermore, if excess availability falls below the greater of 10.0% of the Loan Cap and $56.0 million (increased from $40.0 million by the Amendment) for three consecutive business days or 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 thirty (30) consecutive business days) after a cash dominion event has occurred and been discontinued on two (2) occasions in any twelve (12) month period.​Some of the Lenders under the Credit Agreement and/or their affiliates have or may have had various relationships with the Company and its subsidiaries involving the provision of a variety of financial services, including investment banking, underwriting, commercial banking, letters of credit, for which the Lenders and/or affiliates receive customary fees and, in some cases, out-of-pocket expenses.​The foregoing description is only a summary and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.​The information provided above in response to Item 1.01 is hereby incorporated by reference into this Item 2.03.​​

Item 9.01.Financial Statements and Exhibits.​(d)Exhibits. ​

Exhibit No.	Description
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10.1		Seventh Amendment to Fourth Amended and Restated Credit Agreement dated as of June 27, 2025, by and among the Company, certain of its subsidiaries party thereto (collectively with the Company, the “Borrowers”)), the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent and collateral agent.​
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATUREPursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CALERES, INC.
		(Registrant)
Date:  July 3, 2025	​	/s/ Thomas C. Burke
		Thomas C. Burke
		Senior Vice President, General Counsel and Secretary

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FAQ

What is the upside participation rate on Jefferies (JEF) 2030 Leveraged Barrier Notes?

Holders receive 120 % of the positive return of the worst-performing index at maturity.

How much principal protection do the Jefferies barrier notes provide?

Principal is protected only if the worst-performing index stays above 60 % of its initial level; below that, losses are 1-for-1.

Do the notes pay periodic interest or coupons?

No. The notes are zero-coupon; all return, if any, is paid at maturity.

What is the estimated value versus the $1,000 issue price?

Jefferies estimates a fair value of approximately $950.20 per note on the pricing date.

Are the notes listed on an exchange?

No listing is planned. Liquidity will rely on Jefferies LLC’s discretionary secondary-market making.

What recent financial results did Jefferies report?

For Q2 2025, Jefferies recorded $88 m net income on net revenues of Investment Banking $766 m, Capital Markets $704 m, and Asset Management $155 m.