CAL Insider Molly Langenstein Receives 1,898 Shares in Lieu of Cash

Rhea-AI Filing Summary

On 08/02/2025, Caleres Inc. (CAL) director Molly Langenstein reported the acquisition of 1,898 common shares of CAL at an indicated price of $13.17 per share, according to a Form 4 filed 08/04/2025. The shares were granted in lieu of a quarterly cash retainer for board service, classifying the transaction under code “A” (award/acquisition). Following the grant, Langenstein’s direct ownership increased to 16,866 shares.

The stock grant has an estimated market value of roughly $25,000, a modest amount relative to Caleres’ market capitalisation, yet it modestly aligns director and shareholder interests by increasing equity exposure. No derivative securities or sales were reported, and no change in control or board composition accompanies the filing. Because the shares represent routine compensation rather than an open-market purchase, the signal is viewed as incrementally positive but not materially impactful for the investment thesis.

Positive

• Director’s ownership increases by 1,898 shares, enhancing alignment with shareholders.
• Equity-based compensation replaces cash, viewed favourably in governance best practices.

Negative

• Grant is routine and small (~$25k), offering limited insight into insider sentiment.
• Not an open-market purchase; thus, predictive value for stock performance is weak.

Insights

Securities Analyst

TL;DR: Small compensation grant; mildly positive alignment, immaterial to valuation.

The Form 4 shows a routine equity grant worth about $25k, boosting the director’s stake to 16.9k shares. While insider acquisitions generally support confidence, the lack of open-market buying and modest size limit predictive power for CAL’s share price. Overall impact on valuation or liquidity is negligible; however, continued equity-based compensation aligns governance incentives with shareholders.

Corporate Governance Expert

TL;DR: Governance-friendly equity retainer, but signal strength is limited.

Issuing stock instead of cash demonstrates the board’s willingness to tie compensation to performance, a practice favoured by governance frameworks like ISS. Yet, the transaction is pre-arranged and thus offers little incremental insight into management’s view on future performance. I classify the filing as not impactful for strategic outlook, though marginally beneficial for alignment.

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
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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^*

LANGENSTEIN MOLLY

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2025

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	08/02/2025		A		1,898(1)	A	$13.17	16,866	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. Represents shares of stock granted in lieu of quarterly cash payment for services rendered as a member of the Company's Board of Directors.

	Thomas C. Burke, Attny in Fact for Molly Langenstein	08/04/2025
	** 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).
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FAQ

How many CAL shares did director Molly Langenstein acquire?

She received 1,898 common shares as part of her board compensation.

What was the reported price per CAL share in the Form 4?

The shares were valued at $13.17 each.

What is Langenstein’s total direct ownership after the transaction?

Her stake increased to 16,866 shares of CAL common stock.

Was this an open-market purchase by the director?

No. The filing states the shares were granted in lieu of cash for board service.

Why did the director receive shares instead of cash?

Caleres compensates directors partly in stock to align their interests with shareholders.

What is the approximate dollar value of the shares granted?

At $13.17 per share, the grant is worth about $25,000.