Caleres (NYSE: CAL) director receives 12,196-share restricted stock award

Rhea-AI Filing Summary

Gupta Mahendra R reported acquisition or exercise transactions in this Form 4 filing.

CALERES INC director Mahendra R. Gupta received a stock grant of company shares as part of his board compensation. He was awarded 12,196 shares of common stock at a reference value of $13.12 per share, bringing his direct holdings to 51,336 shares after the transaction.

The award consists of restricted stock that will vest only if he continues serving as a director through the next annual meeting of shareholders, aligning his incentives with long-term company performance rather than being an open-market purchase.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Gupta Mahendra R

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	12,196	$13.12	$160K

Holdings After Transaction: Common Stock — 51,336 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Stock grant size: 12,196 shares Grant reference price: $13.12 per share Holdings after grant: 51,336 shares +1 more

4 metrics

Stock grant size 12,196 shares Restricted stock award to director Mahendra R. Gupta

Grant reference price $13.12 per share Value used for the common stock award

Holdings after grant 51,336 shares Director’s direct common stock holdings post-transaction

Vesting milestone Next annual meeting of shareholders Service requirement for restricted stock vesting

Key Terms

restricted stock, grant, award, or other acquisition, annual meeting of shareholders, beneficial ownership

4 terms

restricted stock financial

"Vesting of restricted stock is contingent on the Director's continued service"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

annual meeting of shareholders financial

"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.

beneficial ownership financial

"total_shares_following_transaction": "51336.0000""

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Gupta Mahendra R

(Last) (First) (Middle)

WASHINGTON UNIV. CAMPUS BOX 1133

ONE BROOKINGS DRIVE

(Street)

ST. LOUIS MISSOURI 63130-4899

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/08/2026		A		12,196(1)	A	$13.12	51,336	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. Vesting of restricted stock is contingent on the Director's continued service as a director through the next annual meeting of shareholders.

	Becky Helvey, Attny In Fact for Mahendra R Gupta	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)

FAQ

What insider transaction did CAL (Caleres Inc) report for Mahendra R. Gupta?

Caleres Inc reported that director Mahendra R. Gupta received a grant of 12,196 shares of common stock. The award is part of his director compensation and is structured as restricted stock that vests only if he continues as a director through the next annual shareholder meeting.

Was the CAL (Caleres Inc) insider transaction a market purchase or a stock award?

The transaction was a stock award, not a market purchase. Director Mahendra R. Gupta acquired 12,196 shares through a grant classified as a “grant, award, or other acquisition,” meaning it reflects compensation rather than an open-market buying decision at the current share price.

How many CAL shares does director Mahendra R. Gupta hold after this award?

After the grant, Mahendra R. Gupta directly holds 51,336 shares of Caleres Inc common stock. This total includes the newly awarded 12,196 restricted shares, which are subject to vesting based on his continued service on the company’s board of directors.

What are the vesting conditions on Mahendra R. Gupta’s restricted CAL shares?

The restricted stock vests only if Mahendra R. Gupta continues serving as a Caleres Inc director through the next annual meeting of shareholders. This condition ties his compensation to ongoing board service, encouraging long-term alignment with the company’s governance and shareholder interests.

At what value was the CAL stock award to Mahendra R. Gupta recorded?

The 12,196-share stock award to Mahendra R. Gupta was recorded at $13.12 per share. This price represents the reference value used for reporting the grant, rather than a cash purchase price from an open-market transaction, since the shares were awarded as restricted stock compensation.