CAL insider grant: Brian Costello gains 12,962 restricted shares, vesting over 3 years

Rhea-AI Filing Summary

Brian P. Costello, Divisional President, Famous Footwear and reporting person for Caleres Inc. (CAL), reported a non-derivative acquisition on 09/08/2025. The filing shows 12,962 shares of Common Stock were acquired as restricted stock with a reported price of $0. After the transaction Mr. Costello beneficially owned 24,604 shares. The restricted shares vest 50% after 2 years and 50% after 3 years. The Form 4 was signed by an attorney-in-fact on 09/09/2025.

Positive

• Insider ownership increased to 24,604 shares, aligning executive incentives with shareholders
• Restricted shares with multi-year vesting (50% after 2 years, 50% after 3 years) support retention

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine executive restricted stock award increases insider ownership with multi-year vesting, aligning executive incentives with shareholder value.

The reported grant of 12,962 restricted shares at $0 with staggered vesting (50% at two years, 50% at three years) is a common retention and alignment mechanism. It increases the reporting person’s beneficial ownership to 24,604 shares, which may modestly strengthen alignment between management and shareholders over the vesting period. The filing contains no indication of acceleration clauses, performance conditions, or cash proceeds.

Securities Analyst

TL;DR: Non-cash restricted stock grant reported; transaction is informational and likely not material to near-term valuation.

This Form 4 documents a standard equity-based compensation event rather than a market purchase or sale. The acquisition price is listed as $0, consistent with a grant of restricted shares. The increase to 24,604 beneficially owned shares is disclosed, but the filing does not provide context on percentage ownership of outstanding shares or potential dilution, so material impact on CAL's capitalization cannot be determined from this form alone.

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

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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^*

Costello Brian P

(Last) (First) (Middle)

8300 MARYLAND AVE.

(Street)

ST. LOUIS MO 63105

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Div President, Famous Footwear

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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

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

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

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
Common Stock	09/08/2025		A		12,962(1)	A	$0	24,604	D

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

Explanation of Responses:

1. Restricted stock vests 50% after 2 years and 50% after 3 years.

	Thomas C. Burke, Attny in Fact for Brian P Costello	09/09/2025
	** 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.

FAQ

What transaction did Brian P. Costello report on Form 4 for CAL?

He reported the acquisition of 12,962 shares of Common Stock as restricted stock on 09/08/2025 at a reported price of $0.

How many shares does Brian P. Costello beneficially own after the transaction?

The filing reports 24,604 shares beneficially owned following the reported transaction.

What are the vesting terms of the restricted stock reported in the Form 4?

The restricted stock vests 50% after 2 years and 50% after 3 years.

Was this Form 4 filed jointly or by a single reporting person?

The Form indicates it was filed by one reporting person.

Does the Form 4 show any cash proceeds from the transaction?

No. The reported price for the acquired shares is $0, consistent with a grant of restricted stock.