Caleres grants 21,706 stock units to HR chief

Caleres granted a stock-price-based performance award to its Chief HR Officer that can convert into common shares over fiscal years 2026–2028.

Rhea-AI Filing Summary

CALERES INC (symbol: CAL) is the issuer of record for a Form 4 filing submitted to the SEC. Welter Kathleen K reported acquisition or exercise transactions in this Form 4 filing.

CALERES INC (CAL) reported that Kathleen K. Welter, SVP and Chief HR Officer, received a grant of 21,706 Stock Price Incentive Award units on September 11, 2026. Each unit represents a contingent right to receive one share of common stock, vesting in stock-price-based tranches over a fiscal 2026–2028 performance period.

Insider Trade Summary

Grant/Award: 21,706 shares

Grant/Award 1 txn

Insider Welter Kathleen K

Role SVP, Chief HR Officer

Type	Security	Shares	Price	Value
Grant/Award	Stock Price Incentive Award F1	21,706	$0.00	$0.00

Holdings After Transaction: Stock Price Incentive Award — 21,706 contracts (Direct)

Footnotes (1)

1. F1. Each Stock Price Incentive Award share represents a contingent right to receive one share of Common Stock. The Stock Price Incentive Award vests in three tranches based upon the per share price of the Company's Common Stock reaching certain specified stock price levels for 20 consecutive trading days, with 50% vesting upon achievement of the first price level, 25% vesting upon achievement of the second price level and 25% vesting upon achievement of the third price level. Earned awards are payable in increments over a three-year performance period (fiscal year 2026 - 2028).

Key Figures

Stock Price Incentive Award units granted: 21,706 units Common shares underlying award: 21,706 shares Vesting allocation first price level: 50% +5 more

8 metrics

Stock Price Incentive Award units granted 21,706 units Grant to Kathleen K. Welter on September 11, 2026

Common shares underlying award 21,706 shares Each unit represents a contingent right to one share of common stock

Vesting allocation first price level 50% Portion of award that vests when the first stock price level is achieved

Vesting allocation second price level 25% Portion of award that vests when the second stock price level is achieved

Vesting allocation third price level 25% Portion of award that vests when the third stock price level is achieved

Consecutive trading days requirement 20 trading days Stock price must meet specified levels for 20 consecutive trading days for each tranche

Performance period Fiscal years 2026–2028 Earned awards are payable in increments over this performance period

Shares held after transaction 21,706 units Total Stock Price Incentive Award units held directly after the grant

Key Terms

Stock Price Incentive Award, contingent right, tranches, performance period, +1 more

5 terms

Stock Price Incentive Award financial

"Each Stock Price Incentive Award share represents a contingent right"

contingent right financial

"represents a contingent right to receive one share of Common Stock"

tranches financial

"vests in three tranches based upon the per share price"

Tranches are portions or slices of a larger financing deal—such as a loan, bond issue, or equity round—that are released at different times or under different conditions. For investors they matter because each tranche can carry different risk, interest or payout terms and may be paid only if certain targets are met; think of funding as slices of a cake handed out as progress is made.

performance period financial

"Earned awards are payable in increments over a three-year performance period"

The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.

consecutive trading days financial

"for 20 consecutive trading days, with 50% vesting"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did CAL (Caleres) report for Kathleen K. Welter?

Caleres reported that Kathleen K. Welter received a grant of 21,706 Stock Price Incentive Award units on September 11, 2026, each representing a contingent right to one share of Caleres common stock, with vesting tied to stock price performance.

How many shares are covered by Kathleen Welter’s Stock Price Incentive Award at CAL?

The award covers 21,706 Stock Price Incentive Award shares, each representing a contingent right to receive one share of Caleres common stock, for a total potential of 21,706 common shares if all conditions are met.

How does the Stock Price Incentive Award at CAL vest for Kathleen Welter?

The award vests in three tranches based on Caleres’ per-share stock price reaching specified levels for 20 consecutive trading days: 50% at the first level, 25% at the second, and 25% at the third, with earned awards payable in increments over fiscal years 2026–2028.

Is Kathleen Welter’s CAL Stock Price Incentive Award part of a Rule 10b5-1 plan?

The filing indicates the Rule 10b5-1 checkbox is not affirmed, and there is no footnote stating the grant was made under a Rule 10b5-1 trading plan.

What type of security was granted to Kathleen Welter by CAL?

Caleres granted a Stock Price Incentive Award, classified as a derivative security. Each unit is a contingent right to receive one share of common stock upon satisfaction of specified stock price and performance conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/15/2026 - 05:59 PM Accepted by SEC EDGAR 09/15/2026 - 05:58 PM Learn about SEC filing dates

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^*

Welter Kathleen K

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief HR Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2026

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)
			Code	V	Amount	(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Price Incentive Award	(1)	09/11/2026		A		21,706		(1)	(1)	Common Stock	21,706	$0	21,706	D

Explanation of Responses:

1. Each Stock Price Incentive Award share represents a contingent right to receive one share of Common Stock. The Stock Price Incentive Award vests in three tranches based upon the per share price of the Company's Common Stock reaching certain specified stock price levels for 20 consecutive trading days, with 50% vesting upon achievement of the first price level, 25% vesting upon achievement of the second price level and 25% vesting upon achievement of the third price level. Earned awards are payable in increments over a three-year performance period (fiscal year 2026 - 2028).

	Thomas C. Burke, Attny in Fact for Kathleen K Welter	09/15/2026
	** 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)