Caleres (NYSE: CAL) CIO uses 2,751 shares to cover tax obligations

Rhea-AI Filing Summary

CALERES INC Chief Information Officer Willis Hill reported a routine share disposition related to taxes. On 2026-03-16, 2,751 shares of common stock were withheld at $9.25 per share to satisfy tax obligations, which is not an open-market sale. After this transaction, Hill directly held 58,156.407 common shares and indirectly held 3,710 shares 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

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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)
03/16/2026

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	03/16/2026		F		2,751	D	$9.25	58,156.407	D
Common Stock								3,710	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	03/18/2026
	** 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 Willis Hill?

Caleres Inc reported a tax-related share disposition by Willis Hill. On 16 March 2026, 2,751 common shares were withheld at $9.25 each to cover tax liabilities, rather than sold in the open market.

Was the CAL (Caleres Inc) Willis Hill Form 4 an open-market stock sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. 2,751 shares were delivered to satisfy tax obligations, classified under code F, which indicates payment of exercise price or tax liability by delivering securities.

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

Following the reported tax-withholding disposition, Willis Hill directly holds 58,156.407 Caleres common shares. In addition, he indirectly holds 3,710 common shares through a 401(k) plan, reflecting both direct and retirement-plan ownership positions.

What does transaction code F mean in the CAL Willis Hill insider filing?

Transaction code F indicates shares used to pay an exercise price or tax liability. In this Caleres filing, 2,751 common shares were disposed of at $9.25 per share specifically to satisfy tax obligations, rather than as a discretionary market sale.

How significant is Willis Hill’s tax-withholding transaction for CAL investors?

The transaction reflects a routine tax-withholding event, not a strategic trade. Only 2,751 shares were used to cover taxes, while Hill’s remaining direct and indirect holdings together indicate he continues to hold a substantially larger Caleres equity position.