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Caleres grants 29,845 stock units to division head

Divisional president at CALERES INC received 29,845 performance-based stock price incentive units tied to multi-year share price goals.

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Form Type
4

Rhea-AI Filing Summary

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

CALERES INC (CAL) reported that Brian P. Costello, Divisional President of Famous Footwear, received a grant of 29,845 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 over fiscal years 2026–2028.

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Insider Costello Brian P
Role Div President, Famous Footwear
Type Security Shares Price Value
Grant/Award Stock Price Incentive Award F1 29,845 $0.00 $0.00
Holdings After Transaction: Stock Price Incentive Award — 29,845 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).
Award units granted 29,845 units Stock Price Incentive Award granted September 11, 2026
Underlying common shares 29,845 shares Each unit is a contingent right to one share of common stock
Vesting allocation 50% / 25% / 25% Tranches tied to first, second, and third stock price levels
Stock price test duration 20 consecutive trading days Required at each specified stock price level for vesting
Performance period Fiscal years 2026–2028 Earned awards payable in increments over this period
Stock Price Incentive Award financial
"Each Stock Price Incentive Award share represents a contingent right"
contingent right financial
"represents a contingent right to receive one share of Common Stock"
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.
trading days market
"price levels for 20 consecutive trading days, with 50% vesting"
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.

FAQ

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

What insider transaction did CAL (CALERES INC) disclose for Brian P. Costello?

CAL disclosed that Brian P. Costello received a grant of 29,845 Stock Price Incentive Award units on September 11, 2026. These units are a form of equity-based compensation linked to the company’s common stock.

How many shares could the new award for CAL executive Brian P. Costello represent?

The award covers 29,845 Stock Price Incentive Award shares, with each award share representing a contingent right to receive one share of CALERES INC common stock, subject to meeting specified stock price conditions and vesting terms.

What are the vesting conditions for the CAL Stock Price Incentive Award granted to Costello?

The award vests in three tranches based on CAL’s common stock reaching specified price levels for 20 consecutive trading days: 50% at the first level, 25% at the second, and 25% at the third. Earned portions are then paid over the performance period.

Over what period will the CAL Stock Price Incentive Award be paid if earned?

Earned portions of the Stock Price Incentive Award are payable in increments over a three-year performance period, covering fiscal years 2026–2028, as long as the required stock price levels have been achieved.

Was the CAL Form 4 transaction for Brian P. Costello made under a Rule 10b5-1 plan?

The filing indicates the Rule 10b5-1 checkbox is not marked, and there is no footnote stating that the grant was made under a Rule 10b5-1 trading plan.

Is Brian P. Costello’s CAL Stock Price Incentive Award a market purchase?

No. The Form 4 describes the transaction as a grant or award acquisition of derivative securities at a reported price of $0.0000 per unit, rather than an open-market purchase or sale.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Costello Brian P

(Last)(First)(Middle)
8300 MARYLAND AVE.

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Div President, Famous Footwear
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/11/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Price Incentive Award(1)09/11/2026A29,845 (1) (1)Common Stock29,845$029,845D
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 Brian P Costello09/15/2026
** Signature of Reporting PersonDate
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)

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