Caleres (NYSE: CAL) CEO gets share award, covers taxes with shares

Rhea-AI Filing Summary

Caleres Inc. President & CEO John W. Schmidt reported a routine equity compensation event. He received a grant of 26,253 shares of Common Stock at $0.00 per share, issued pursuant to a performance share award covering fiscal years 2023, 2024, and 2025 and approved on March 12, 2026.

On the same date, 13,599 shares of Common Stock were withheld at $9.52 per share to cover tax obligations related to this award, a non-market disposition. After these transactions, Schmidt directly holds 451,441 shares of Common Stock, plus indirect holdings of 2,500 shares through his spouse and 6,148 shares through a 401(k) plan.

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^*

Schmidt John W

(Last) (First) (Middle)

156 W. 56TH STREET

(Street)

NEW YORK NY 10019

(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
X	Officer (give title below)		Other (specify below)
	President & CEO, Caleres

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

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	03/12/2026		A		26,253(1)	A	$0	465,040	D
Common Stock	03/12/2026		F		13,599	D	$9.52	451,441	D
Common Stock								2,500	I	By Spouse
Common Stock								6,148	I	Indirect holding through 401(k) Plan

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 issuance of shares pursuant to performance share award covering fiscal years 2023, 2024, and 2025, as approved for payment by the Committee for Culture, Compensation and People on March 12, 2026.

	Thomas C. Burke, Attny in Fact for John W Schmidt	03/16/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Caleres (CAL) CEO John W. Schmidt report on March 12, 2026?

John W. Schmidt reported a stock award and related tax withholding. He received 26,253 Caleres common shares as a performance-based grant and had 13,599 shares withheld to satisfy tax obligations, all recorded as non-open-market transactions on March 12, 2026.

How many Caleres (CAL) shares were granted to the CEO, and under what plan?

The CEO received 26,253 Caleres common shares at $0.00 per share. These were issued under a performance share award covering fiscal years 2023, 2024, and 2025, approved for payment by the Committee for Culture, Compensation and People on March 12, 2026.

Why were 13,599 Caleres (CAL) shares disposed of in the Form 4 for John W. Schmidt?

The 13,599 Caleres shares were withheld to cover tax liabilities tied to the stock award. This is a tax-withholding disposition at $9.52 per share, not an open-market sale, and is a common mechanism for handling executive equity award taxes.

What are John W. Schmidt’s direct Caleres (CAL) shareholdings after these transactions?

After the award and tax withholding, John W. Schmidt directly holds 451,441 Caleres common shares. This figure reflects his post-transaction direct ownership and helps show that the reported activity is part of compensation, not a broad reduction in his stake.

What indirect Caleres (CAL) holdings are reported for the CEO on this Form 4?

The filing shows two indirect positions for the CEO. His spouse holds 2,500 Caleres common shares, and an additional 6,148 shares are held through a 401(k) plan, both classified as indirect ownership separate from his 451,441 directly held shares.

Does this Caleres (CAL) Form 4 indicate any option exercises or derivative transactions?

The Form 4 does not report any derivative exercises or option conversions. All reported activity involves non-derivative Caleres common stock, consisting of a performance share grant and shares withheld for taxes, with no remaining derivative positions listed in the derivative summary.