Caleres grants CIO 27,132 stock price award rights

Caleres’ chief information officer received a stock-price-based equity award that vests only if CAL shares meet specified price hurdles over a multi-year period.

Rhea-AI Filing Summary

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

CALERES INC (CAL) reported that Chief Information Officer Willis Hill received a Stock Price Incentive Award covering 27,132 contingent rights, each representing a right to receive one share of common stock. The award vests in three tranches based on CAL’s share price reaching specified levels for 20 consecutive trading days and is payable in increments over the fiscal 2026–2028 performance period. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Grant/Award: 27,132 shares

Grant/Award 1 txn

Insider Hill Willis

Role Chief Information Officer

Type	Security	Shares	Price	Value
Grant/Award	Stock Price Incentive Award F1	27,132	$0.00	$0.00

Holdings After Transaction: Stock Price Incentive Award — 27,132 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 rights granted: 27,132 rights Grant price per right: $0.00 per right Holdings after grant: 27,132 rights +3 more

6 metrics

Stock Price Incentive Award rights granted 27,132 rights Grant to Chief Information Officer on September 11, 2026

Grant price per right $0.00 per right Stock Price Incentive Award grant on September 11, 2026

Holdings after grant 27,132 rights Total Stock Price Incentive Award rights directly held after the transaction

Vesting schedule 50% / 25% / 25% Tranches vest at three stock price levels achieved for 20 consecutive trading days

Performance period Fiscal years 2026–2028 Earned awards are payable in increments over this three-year period

Trading-day condition 20 trading days CAL common stock must reach each specified price level for 20 consecutive trading days for vesting

Key Terms

Stock Price Incentive Award, contingent right, tranches, trading days, +1 more

5 terms

Stock Price Incentive Award financial

"Each Stock Price Incentive Award share represents a contingent right to receive one share"

contingent right financial

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

tranches financial

"The Stock Price Incentive Award 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.

trading days market

"reaching certain specified stock price levels for 20 consecutive trading days"

Trading days are the specific days when a stock exchange is open and buying and selling of securities can occur, excluding weekends and exchange-declared holidays. Investors use trading days to measure performance, calculate settlement deadlines and time-sensitive events—think of them as the business hours calendar for markets, where returns, volumes and deadlines are counted only on days the market is operating.

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.

FAQ

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

What equity award did CAL (Caleres) grant to its Chief Information Officer?

Caleres granted Willis Hill a Stock Price Incentive Award for 27,132 contingent rights, each representing one share of common stock, awarded at a $0.00 grant price and reported as a direct holding.

How does the new Stock Price Incentive Award for CAL’s CIO vest?

The award vests in three tranches when CAL’s stock reaches specified price levels for 20 consecutive trading days: 50% at the first level, 25% at the second, and 25% at the third.

Over what period is the CAL Stock Price Incentive Award payable?

Earned portions of the Stock Price Incentive Award are payable in increments over a three-year performance period, covering fiscal years 2026–2028.

How many CAL shares does the CIO hold from this new stock price award?

Following the grant, Willis Hill holds 27,132 Stock Price Incentive Award rights, each tied to one share of CAL common stock, all reported as directly owned derivative securities.

Was the CAL CIO’s Stock Price Incentive Award made under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as an affirming plan, and no footnote states that the Stock Price Incentive Award was granted under a Rule 10b5-1 trading arrangement.

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

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Available on EDGAR 09/15/2026 - 06:09 PM Accepted by SEC EDGAR 09/15/2026 - 06:08 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^*

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)
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		27,132		(1)	(1)	Common Stock	27,132	$0	27,132	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 Willis Hill	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)