Caleres grants 26,318 stock units to general counsel

Caleres granted its SVP and General Counsel 26,318 performance-based stock units that vest on multi-year stock price hurdles from fiscal 2026 to 2028.

Rhea-AI Filing Summary

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

CALERES INC (CAL) reported that Thomas C. Burke, SVP and General Counsel, received a grant of 26,318 Stock Price Incentive Award units on September 11, 2026. Each unit is a contingent right to one share of common stock, with vesting tied to future stock price performance.

The award vests in three tranches when the company’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. Earned awards are payable in increments over a three-year performance period (fiscal years 2026–2028). No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Grant/Award: 26,318 shares

Grant/Award 1 txn

Insider Burke Thomas C

Role SVP, General Counsel

Type	Security	Shares	Price	Value
Grant/Award	Stock Price Incentive Award F1	26,318	$0.00	$0.00

Holdings After Transaction: Stock Price Incentive Award — 26,318 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 units granted: 26,318 units Underlying common shares: 26,318 shares Reported grant price: $0.00 per unit +4 more

7 metrics

Stock Price Incentive Award units granted 26,318 units Grant to SVP and General Counsel on September 11, 2026

Underlying common shares 26,318 shares Each unit represents a contingent right to one share of common stock

Reported grant price $0.00 per unit Compensation grant of Stock Price Incentive Award units

Post-grant derivative holdings 26,318 units Total Stock Price Incentive Award units following the transaction

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

First tranche vesting percentage 50% Vests when first stock price level is achieved for 20 consecutive trading days

Second and third tranche percentages 25% + 25% Second and third tranches vest at higher stock price levels after 20 consecutive trading days

Key Terms

Stock Price Incentive Award, contingent right, tranches, performance period, +1 more

5 terms

Stock Price Incentive Award financial

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

contingent right financial

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

tranches financial

"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.

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.

20 consecutive trading days financial

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

FAQ

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

What equity award did CAL (Caleres) grant to Thomas C. Burke?

CALERES INC granted 26,318 Stock Price Incentive Award units to SVP and General Counsel Thomas C. Burke on September 11, 2026. Each unit is a contingent right to receive one share of common stock, subject to stock price performance conditions and multi-year vesting.

How do the Caleres (CAL) Stock Price Incentive Awards vest?

The Stock Price Incentive Award vests in three tranches based on the company’s share price reaching specified levels for 20 consecutive trading days: 50% vests at the first price level, 25% at the second, and 25% at the third, with earned awards paid over fiscal 2026–2028.

What is the performance period for Thomas C. Burke’s CAL award?

The filing states that earned Stock Price Incentive Awards are payable in increments over a three-year performance period, specifically fiscal years 2026–2028, tying the compensation to longer-term stock performance.

Does Caleres (CAL) report a Rule 10b5-1 plan for this Form 4 transaction?

No. The document-level checkbox indicates no Rule 10b5-1 trading plan is affirmed for this Form 4, so the reported grant is not described as being executed under a pre-arranged Rule 10b5-1 plan.

What is the price per share for the Caleres Stock Price Incentive Award?

The transaction reports a per-unit price of $0.00, reflecting that this is a compensation grant of Stock Price Incentive Award units rather than a market purchase. Each unit represents a contingent right to one share of common stock upon satisfaction of performance conditions.

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

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Available on EDGAR 09/15/2026 - 05:56 PM EDT Accepted by SEC EDGAR 09/15/2026 - 05:56 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^*

Burke Thomas C

(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)
	SVP, General Counsel

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		26,318		(1)	(1)	Common Stock	26,318	$0	26,318	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	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)