Caleres (NYSE: CAL) director awarded 12,196 restricted stock units as equity pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Gendreau Kyle reported acquisition or exercise transactions in this Form 4 filing.

CALERES INC director Kyle Gendreau received a grant of restricted stock units as equity compensation. On the reported date, he was awarded 12,196 restricted stock units tied to the company’s common stock at a reference value of $13.12 per unit.

Each unit represents a contingent right to the fair market value of one share, with vesting dependent on his continued board service through the next annual shareholder meeting. The units will be settled in shares of common stock when his service as a director ends or on another date he elects, so this filing reflects a non-cash, compensation-related equity award rather than an open-market stock purchase.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Gendreau Kyle

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)

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.

Key Figures

RSUs granted: 12,196 units Grant value per unit: $13.12 per unit Units following transaction: 12,196 units +1 more

4 metrics

RSUs granted 12,196 units Restricted stock unit award to director on grant date

Grant value per unit $13.12 per unit Fair market value reference for restricted stock units

Units following transaction 12,196 units Total restricted stock units held after this grant

Underlying common shares 12,196 shares Common stock underlying the awarded restricted stock units

Key Terms

Restricted Stock Units, contingent right, fair market value, vesting, +1 more

5 terms

Restricted Stock Units financial

"Each restricted stock unit represents a contingent right to receive the fair market value of a share"

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.

contingent right financial

"represents a contingent right to receive the fair market value of a share of common stock"

fair market value financial

"a contingent right to receive the fair market value of a share of common stock of the Company"

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"

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

"contingent on the Director's 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.

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Form 4 Insider Transactions: What Each Field Means →

06/10/2026 - 01:52 PM

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^*

Gendreau Kyle

(Last)

(First)

(Middle)

8300 MARYLAND AVE.

(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)

X	Director	10% 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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	06/08/2026		A		12,196		⁽²⁾	⁽²⁾	Common Stock	12,196	$13.12	12,196	D

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 Kyle Gendreau	06/10/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did CAL director Kyle Gendreau report on this Form 4?

Kyle Gendreau reported receiving a grant of 12,196 restricted stock units tied to CALERES INC common stock. This is an equity compensation award, not an open-market stock purchase or sale, and increases his potential future ownership in the company upon settlement.

How many CALERES INC restricted stock units did Kyle Gendreau receive?

He received 12,196 restricted stock units linked to CALERES INC common stock. Each unit represents the fair market value of one share, giving him contingent equity exposure that will convert into shares when settlement conditions under the award are met.

What is the reference price for Kyle Gendreau’s CAL restricted stock units?

The restricted stock units were granted at a reference value of $13.12 per unit. This value reflects the fair market value per share used for the grant, but the award itself is a contingent right that will ultimately settle in shares of common stock.

When do Kyle Gendreau’s CAL restricted stock units vest?

Vesting is contingent on his continued service as a director through the next annual meeting of shareholders. If he remains on the board through that meeting, the units vest and will later be settled in shares of CALERES INC common stock under the award terms.

When will Kyle Gendreau receive CAL shares from these restricted stock units?

The units will be settled in shares of CALERES INC common stock when his service as a director terminates or on another date he elects. Until settlement, the award represents a contingent right rather than currently issued common shares.

Does this CAL Form 4 show Kyle Gendreau buying or selling stock on the market?

No, it shows a compensation-related grant of restricted stock units, coded as an acquisition under transaction code A. The filing reflects an equity award rather than an open-market purchase or sale of CALERES INC common stock.