Caleres (CAL) CIO covers tax liability with 1,480 withheld shares

Rhea-AI Filing Summary

Caleres Inc Chief Information Officer Willis Hill reported a routine equity compensation-related transaction. On 2026-03-21, 1,480 shares of Common Stock were withheld at $10.95 per share to satisfy tax obligations, not as an open-market sale. After this, Hill holds 56,676.407 shares directly and 3,674 shares indirectly 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

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^*

Hill Willis

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/21/2026

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
Common Stock	03/21/2026		F		1,480	D	$10.95	56,676.407	D
Common Stock								3,674	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:

	Thomas C. Burke, Attny in Fact for Willis Hill	03/24/2026
	** 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)

FAQ

What insider transaction did CAL’s Willis Hill report on this Form 4?

Willis Hill reported a tax-withholding disposition of 1,480 Caleres (CAL) shares. The shares were withheld at $10.95 each to cover equity-related tax obligations, rather than sold in the open market or purchased as a new investment.

Was the Caleres (CAL) Form 4 transaction an open-market sale or purchase?

The Form 4 for Caleres (CAL) shows a tax-withholding disposition, not an open-market sale or purchase. Shares were delivered to satisfy tax liabilities tied to equity compensation, so it does not reflect a discretionary trading decision in the open market.

How many Caleres (CAL) shares were used for tax withholding by Willis Hill?

Willis Hill had 1,480 shares of Caleres Common Stock withheld for tax purposes at $10.95 per share. This transaction, coded “F,” represents payment of tax liability by delivering shares instead of cash to the company.

How many Caleres (CAL) shares does Willis Hill hold after this Form 4 transaction?

Following the reported transaction, Willis Hill directly holds 56,676.407 Caleres shares. In addition, he has an indirect holding of 3,674 shares through a 401(k) plan, reflecting both his direct and retirement-plan-related ownership positions in the company.

What does the indirect Caleres (CAL) holding through a 401(k) plan mean?

The Form 4 notes an indirect holding of 3,674 Caleres shares in a 401(k) plan. This indicates shares are held within a retirement account structure, rather than directly in a brokerage account, but they still represent beneficial ownership associated with Willis Hill.