Caleres grants CEO 116K stock price units

Caleres granted its President & CEO a large stock-price-based incentive award tied to multi-year performance hurdles.

Rhea-AI Filing Summary

CALERES INC (symbol: CAL) is the issuer of record for a Form 4 filing submitted to the SEC. Schmidt John W reported acquisition or exercise transactions in this Form 4 filing.

CALERES INC (CAL) reported that President & CEO John W. Schmidt received a grant of 116,280 Stock Price Incentive Award units on September 11, 2026. Each unit is a contingent right to one share of common stock, vesting in three stock-price-based tranches over a three-year performance period covering fiscal years 2026–2028.

Insider Trade Summary

Grant/Award: 116,280 shares

Grant/Award 1 txn

Insider Schmidt John W

Role President & CEO, Caleres

Type	Security	Shares	Price	Value
Grant/Award	Stock Price Incentive Award F1	116,280	$0.00	$0.00

Holdings After Transaction: Stock Price Incentive Award — 116,280 contracts (Direct)

Footnotes (1)

1. F1. Each Stock Price Incentive Award share represents a contingent right to receive one share of Common Stock. The Stock Price Incentive Award vests in three tranches based upon the per share price of the Company's Common Stock reaching certain specified stock price levels for 20 consecutive trading days, with 50% vesting upon achievement of the first price level, 25% vesting upon achievement of the second price level and 25% vesting upon achievement of the third price level. Earned awards are payable in increments over a three-year performance period (fiscal year 2026 - 2028).

Key Figures

Stock Price Incentive Award units granted: 116,280 units Potential underlying common shares: 116,280 shares Award vesting structure: 50% / 25% / 25% +2 more

5 metrics

Stock Price Incentive Award units granted 116,280 units Grant to President & CEO John W. Schmidt on September 11, 2026

Potential underlying common shares 116,280 shares Each unit represents a contingent right to one share of common stock

Award vesting structure 50% / 25% / 25% Three tranches tied to successive stock price levels for 20 consecutive trading days

Reported grant price per unit $0.00 per unit Compensation grant, not an open-market purchase

Performance period Fiscal years 2026–2028 Earned awards are payable in increments over this three-year period

Key Terms

Stock Price Incentive Award, contingent right, performance period, tranches

4 terms

Stock Price Incentive Award financial

"Each Stock Price Incentive Award share represents a contingent right"

contingent right financial

"represents a contingent right to receive one share of Common Stock"

performance period financial

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

The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.

tranches financial

"The Stock Price Incentive Award vests in three tranches based upon"

Tranches are portions or slices of a larger financing deal—such as a loan, bond issue, or equity round—that are released at different times or under different conditions. For investors they matter because each tranche can carry different risk, interest or payout terms and may be paid only if certain targets are met; think of funding as slices of a cake handed out as progress is made.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did CAL (Caleres) report for John W. Schmidt?

Caleres reported that President & CEO John W. Schmidt received a grant of 116,280 Stock Price Incentive Award units on September 11, 2026, each representing a contingent right to receive one share of Caleres common stock.

How many shares are covered by the new Stock Price Incentive Award at CAL?

The Stock Price Incentive Award covers 116,280 units, and each unit represents a contingent right to receive one share of Caleres common stock, for a potential total of 116,280 shares if all conditions are satisfied.

What are the vesting conditions for the CAL Stock Price Incentive Award?

The award vests in three tranches when Caleres’ per-share stock price reaches specified levels for 20 consecutive trading days: 50% at the first level, 25% at the second, and 25% at the third level.

Over what period is the CAL Stock Price Incentive Award payable?

Earned portions of the Stock Price Incentive Award are payable in increments over a three-year performance period, covering fiscal years 2026–2028, as long as the specified stock price performance conditions are met.

Did the CAL Form 4 indicate use of a Rule 10b5-1 trading plan?

No. The Form 4 indicates that no Rule 10b5-1 trading plan was affirmed for this transaction; it reports a compensation-related grant rather than an open-market trade.

What was the reported price per unit for the CAL Stock Price Incentive Award?

The transaction lists a price per unit of $0.00, reflecting that this is a compensation grant of Stock Price Incentive Award units rather than a purchase in the open market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/15/2026 - 06:01 PM Accepted by SEC EDGAR 09/15/2026 - 06:00 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Schmidt John W

(Last) (First) (Middle)

156 W. 56TH STREET

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CALERES INC [ CAL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO, Caleres

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Price Incentive Award	(1)	09/11/2026		A		116,280		(1)	(1)	Common Stock	116,280	$0	116,280	D

Explanation of Responses:

1. Each Stock Price Incentive Award share represents a contingent right to receive one share of Common Stock. The Stock Price Incentive Award vests in three tranches based upon the per share price of the Company's Common Stock reaching certain specified stock price levels for 20 consecutive trading days, with 50% vesting upon achievement of the first price level, 25% vesting upon achievement of the second price level and 25% vesting upon achievement of the third price level. Earned awards are payable in increments over a three-year performance period (fiscal year 2026 - 2028).

	Thomas C. Burke, Attny in Fact for John W Schmidt	09/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)