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Caleres (NYSE: CAL) director granted 12,196 restricted stock units

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

MILLARD WENDA HARRIS reported acquisition or exercise transactions in this Form 4 filing.

CALERES INC director Wenda Harris Millard received an equity grant of 12,196 restricted stock units. Each unit represents the fair market value of one share of Caleres common stock, with the grant valued at $13.12 per unit for accounting purposes.

The RSUs vest only if the director continues board service through the next annual meeting of shareholders. They will be settled in Caleres common shares when the director’s board service ends or on another date the director elects, making this a non-cash, stock-based compensation award.

Positive

  • None.

Negative

  • None.
Insider MILLARD WENDA HARRIS
Role null
Type Security Shares Price Value
Grant/Award Restricted Stock Units 12,196 $13.12 $160K
Holdings After Transaction: Restricted Stock Units — 12,196 shares (Direct, null)
Footnotes (1)
  1. Each restricted stock unit represents a contingent right to receive the fair market value of a share of common stock of the Company. Vesting of each restricted stock unit is contingent on the Director's continued service as a director through the next annual meeting of shareholders. The restricted stock units will be settled in shares of common stock of the Company on the date the Director's service as a director terminates or such other date as the Director may elect.
RSUs granted 12,196 units Restricted stock unit award to director
Fair market value per unit $13.12 Value per RSU on grant date
Underlying common shares 12,196 shares Shares of Caleres common stock tied to RSUs
Restricted Stock Units financial
"Each restricted stock unit represents a contingent right to receive the fair market value of a share of common stock"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
fair market value financial
"represents a contingent right to receive the fair market value of a share of common stock"
The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.
vesting financial
"Vesting of each restricted stock unit is contingent on the Director's continued service as a director"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
annual meeting of shareholders financial
"continued service as a director through the next annual meeting of shareholders"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
settled in shares financial
"The restricted stock units will be settled in shares of common stock of the Company"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
MILLARD WENDA HARRIS
(Last)(First)(Middle)
8300 MARYLAND AVENUE
(Street)
ST. LOUIS MISSOURI 63105
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/08/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)06/08/2026A12,196 (2) (2)Common Stock12,196$13.1212,196D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive the fair market value of a share of common stock of the Company.
2. Vesting of each restricted stock unit is contingent on the Director's continued service as a director through the next annual meeting of shareholders. The restricted stock units will be settled in shares of common stock of the Company on the date the Director's service as a director terminates or such other date as the Director may elect.
Becky Helvey, Attny In Fact for Wenda Harris Millard06/10/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR