Caleres CEO receives 190,549-share stock grant

Schmidt John W reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Schmidt John W reported acquisition or exercise transactions in this Form 4 filing.

CALERES INC President & CEO John W. Schmidt reported a new equity grant and updated holdings of company stock. On June 8, 2026, he received a grant of 190,549 shares of common stock at no purchase price as a compensation-related award. According to the filing, this restricted stock vests 50% after two years and 50% after three years.

Following the grant, Schmidt directly holds 605,389 shares of CALERES INC common stock. The filing also lists indirect holdings of 6,089 shares through a 401(k) plan and 2,500 shares held by his spouse, reflecting additional beneficial ownership outside the new grant.

Insider Trade Summary

Grant/Award: 190,549 shares

Grant/Award 3 txns

Insider Schmidt John W

Role President & CEO, Caleres

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	190,549	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 605,389 shares (Direct); Common Stock — 2,500 shares (Indirect, By Spouse); Common Stock — 6,089 shares (Indirect, Indirect holding through 401(k) Plan)

Footnotes (1)

1. F1. Restricted stock vests 50% after 2 years and 50% after 3 years.

Key Figures

Restricted stock grant: 190,549 shares Direct holdings after grant: 605,389 shares 401(k) indirect holdings: 6,089 shares +3 more

6 metrics

Restricted stock grant 190,549 shares Compensation-related award on June 8, 2026

Direct holdings after grant 605,389 shares Common stock directly held by CEO after transaction

401(k) indirect holdings 6,089 shares Indirect holding through 401(k) plan

Spousal indirect holdings 2,500 shares Indirect holding by spouse

Grant price per share $0.00 per share Restricted stock award, non-cash compensation

Vesting schedule 50% after 2 years, 50% after 3 years Restricted stock vesting terms

Key Terms

Restricted stock, 401(k) Plan, Indirect holding, Grant, award, or other acquisition

4 terms

Restricted stock financial

"Restricted stock vests 50% after 2 years and 50% after 3 years."

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.

401(k) Plan financial

"Indirect holding through 401(k) Plan"

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

Indirect holding financial

"Indirect holding through 401(k) Plan"

Grant, award, or other acquisition financial

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

FAQ

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

What insider transaction did CAL (Caleres Inc) report for CEO John W. Schmidt?

Caleres reported that CEO John W. Schmidt received a grant of 190,549 shares of common stock at no purchase price. This is a compensation-related award, not an open-market buy or sell transaction, and updates his reported equity ownership in the company.

How many CAL shares does CEO John W. Schmidt hold after this Form 4 filing?

After the June 8, 2026 grant, John W. Schmidt directly holds 605,389 shares of Caleres common stock. The filing also shows 6,089 shares held indirectly through a 401(k) plan and 2,500 shares held by his spouse, increasing his overall reported beneficial ownership.

What are the vesting terms for the CAL restricted stock granted to the CEO?

The restricted stock granted to Caleres CEO John W. Schmidt vests in two stages: 50% after two years and the remaining 50% after three years. This time-based vesting schedule is designed to spread the award over multiple years of continued service.

Was the CAL Form 4 transaction a market purchase or sale of shares?

The Caleres Form 4 for John W. Schmidt does not show any open-market purchases or sales. Instead, it reports a compensation-related grant of 190,549 restricted shares at a price of $0.00 per share, plus updated indirect holdings in plans and by his spouse.

How are John W. Schmidt’s indirect CAL shareholdings structured in this filing?

The filing lists two indirect Caleres holdings for John W. Schmidt: 6,089 shares held through a 401(k) plan and 2,500 shares held by his spouse. These positions are reported as indirect beneficial ownership, separate from his 605,389 directly held shares.

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

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Accepted by SEC EDGAR 06/10/2026 - 04:57 PM EDT 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^*

Schmidt John W

(Last) (First) (Middle)

156 W. 56TH STREET

(Street)

NEW YORK NEW YORK 10019

(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
X	Officer (give title below)		Other (specify below)
	President & CEO, Caleres

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		190,549(1)	A	$0	605,389	D
Common Stock								2,500	I	By Spouse
Common Stock								6,089	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:

1. Restricted stock vests 50% after 2 years and 50% after 3 years.

	Becky Helvey, Attny In Fact for John W Schmidt	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)