Caleres (NYSE: CAL) CEO transfers shares to cover tax obligations

Rhea-AI Filing Summary

Caleres Inc President & CEO John W. Schmidt reported a tax-withholding share disposition related to company stock. On 2026-03-16, he delivered 22,405 shares of Caleres common stock at $9.25 per share to satisfy tax obligations, a non-market transaction classified as a tax-withholding disposition.

After this event, Schmidt directly held 429,036 Caleres shares. The filing also shows indirect holdings of 2,500 shares owned by his spouse and 6,150 shares held through a 401(k) plan, reflecting additional exposure to the company’s stock.

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^*

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)
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		22,405	D	$9.25	429,036	D
Common Stock								2,500	I	By Spouse
Common Stock								6,150	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 John W Schmidt	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 CALERES INC (CAL) report for John W. Schmidt?

Caleres reported that CEO John W. Schmidt surrendered 22,405 common shares on March 16, 2026, to cover tax obligations. This Form 4 classifies the move as a tax-withholding disposition, not an open-market stock sale or purchase.

Was the Caleres (CAL) CEO’s Form 4 transaction an open-market stock sale?

No, the CEO’s Form 4 does not show an open-market sale. The 22,405 Caleres shares were delivered to satisfy tax liabilities, a non-market tax-withholding disposition, rather than a discretionary sale into the open market.

How many Caleres (CAL) shares does CEO John W. Schmidt hold after this filing?

Following the tax-withholding disposition, John W. Schmidt directly holds 429,036 Caleres common shares. The filing also lists 2,500 shares owned by his spouse and 6,150 shares through a 401(k) plan as indirect holdings.

What price per share was used for the Caleres (CAL) CEO tax-withholding shares?

The tax-withholding disposition used a price of $9.25 per Caleres common share for the 22,405 shares delivered. This figure reflects the value used to calculate the tax obligation covered by the transferred shares.

Does the Caleres (CAL) Form 4 indicate any stock option exercises by the CEO?

The Form 4 data provided shows no derivative or option exercises for John W. Schmidt. It records only a non-derivative tax-withholding disposition of 22,405 common shares and updated direct and indirect share holdings.