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CALERES INC_January 31, 2026

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended January 31, 2026

For the transition period from ____________ to ______________

Commission file number 1-2191

CALERES, INC.

(Exact name of registrant as specified in its charter)

St. Louis, Missouri (Zip Code)

(Address of principal executive offices)

(314) 854-4000

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

Common Stock — par value of $0.01 per share CAL New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No☑

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☑

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

The aggregate market value of the stock held by non-affiliates of the registrant as of August 2, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $419.2 million.

As of February 28, 2026, 33,842,239 common shares were outstanding.

Documents Incorporated by Reference

Portions of the Proxy Statement for the 2026 Annual Meeting of Shareholders are incorporated by reference into Part III.

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INTRODUCTION

This Annual Report on Form 10-K is a document that U.S. public companies file with the Securities and Exchange Commission ("SEC") on an annual basis. Part II of the Form 10-K contains the business information and financial statements that many companies include in the financial sections of their annual reports. The other sections of this Form 10-K include further information about our business that we believe will be of interest to investors. We hope investors will find it useful to have all of this information in a single document.

The SEC allows us to report information in the Form 10-K by “incorporating by reference” from another part of the Form 10-K or from the proxy statement. You will see that information is “incorporated by reference” in various parts of our Form 10-K. The proxy statement will be available on our website after it is filed with the SEC in April 2026.

Unless the context otherwise requires, “we,” “us,” “our,” “the Company” or “Caleres” refers to Caleres, Inc. and its subsidiaries.

Information in this Form 10-K is current as of April 2, 2026, unless otherwise specified.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

In this report, and from time to time throughout the year, we share our expectations for the Company’s future performance. These forward-looking statements include statements about our business plans; the potential development, regulatory approval and public acceptance of our products; our expected financial performance, including sales performance and the anticipated effect of our strategic actions; the anticipated benefits of acquisitions; the outcome of contingencies, such as litigation; domestic or international economic, political and market conditions; and other factors that could affect our future results of operations or financial position, including, without limitation, statements under the captions “Business,” “Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Any statements we make that are not matters of current disclosures or historical fact should be considered forward-looking. Such statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “will” and similar expressions. By their nature, these types of statements are uncertain and are not guarantees of our future performance.

Our forward-looking statements represent our estimates and expectations at the time that we make them. However, circumstances change constantly, often unpredictably, and investors should not place undue reliance on these statements. Many events beyond our control will determine whether our expectations will be realized. We disclaim any current intention or obligation to revise or update any forward-looking statements, or the factors that may affect their realization, whether in light of new information, future events or otherwise, and investors should not rely on us to do so. In the interests of our investors, and in accordance with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Part I. Item 1A. Risk Factors explains some of the important reasons that actual results may be materially different from those that we anticipate.

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INDEX

PART I Page

Item 1 Business 4

Item 1A Risk Factors 12

Item 1B Unresolved Staff Comments 24

Item 1C Cybersecurity 24

Item 2 Properties 25

Item 3 Legal Proceedings 26

Item 4 Mine Safety Disclosures 26

Item 6 Reserved 28

Item 7A Quantitative and Qualitative Disclosures About Market Risk 41

Item 8 Financial Statements and Supplementary Data 41

Management’s Report on Internal Control Over Financial Reporting 41

Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) 42

Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) 44

Consolidated Balance Sheets 46

Consolidated Statements of Earnings 47

Consolidated Statements of Comprehensive Income 48

Consolidated Statements of Cash Flows 49

Consolidated Statements of Shareholders’ Equity 50

Notes to Consolidated Financial Statements 51

Schedule II – Valuation and Qualifying Accounts 92

Item 9A Controls and Procedures 92

Evaluation of Disclosure Controls and Procedures 92

Internal Control Over Financial Reporting 93

Item 9B Other Information 93

Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 93

PART III 93

Item 10 Directors, Executive Officers and Corporate Governance 93

Item 11 Executive Compensation 94

Item 14 Principal Accountant Fees and Services 95

Item 15 Exhibits and Financial Statement Schedules 96

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PART I

ITEM 1BUSINESS

Caleres, Inc. (the "Company"), originally founded as Brown Shoe Company in 1878 and incorporated in 1913, is a global footwear company that operates retail shoe stores and e-commerce websites, and designs, develops, sources, manufactures and distributes footwear for people of all ages. Our mission is to inspire people to feel great...feet first. We meet consumers where they want to shop, whether in-store or online. We employ our “One Caleres” capabilities – design, sourcing, speed and marketing, working in unison to accelerate growth.

The Company’s business operations are organized into two reportable segments—Famous Footwear and Brand Portfolio. The Famous Footwear segment is comprised of our Famous Footwear retail stores, famousfootwear.com and famousfootwear.ca. The Famous Footwear segment operated 821 stores at the end of 2025, selling primarily branded footwear for the entire family. The Brand Portfolio segment offers retailers and consumers a carefully cultivated portfolio of leading brands. This segment is comprised of wholesale operations that designs, develops, sources, manufactures, markets and distributes branded, licensed and private-label footwear primarily to online retailers, national chains, department stores, independent retailers, mass merchandisers and franchise partners, as well as Company-owned Famous Footwear, Sam Edelman, Naturalizer, Allen Edmonds and Stuart Weitzman stores and e-commerce businesses. It includes the Allen Edmonds, Sam Edelman, Stuart Weitzman and Naturalizer retail stores, including 81 stores in the United States, four in Canada and 103 stores in East and Southeast Asia at the end of 2025, and the e-commerce businesses for our Company-owned brands. In addition, there were 148 international branded stores owned and operated by third parties through franchise agreements at the end of 2025.

Our net sales are comprised of four major categories: women’s footwear, men’s footwear, children’s footwear and clothing and accessories. The percentage of net sales attributable to each category is as follows:

Women's footwear 61 % 60 % 61 %

Children's footwear 12 % 12 % 12 %

Clothing and accessories 6 % 7 % 6 %

FAMOUS FOOTWEAR

Our Famous Footwear segment, which is one of America’s leading family-branded footwear retailers, was founded on a simple idea: that everyone deserves to feel the joy that comes from a new pair of shoes. Famous Footwear employs an omni-channel approach to reach consumers wherever they want to shop, including our e-commerce channel through famousfootwear.com and famousfootwear.ca, as well as 821 Famous Footwear retail store locations.

We seek to meet the needs of the millennial family and others by providing an assortment of trend-right, brand-name fashion, casual and athletic footwear at a great price. Brands carried at Famous Footwear include Nike, Skechers, adidas, Crocs, Converse, Birkenstock, HeyDude, New Balance, Puma, Jordan, Vans, Bearpaw, Asics, Brooks and Under Armour among others, as well as company-owned and licensed brands including Dr. Scholl’s Shoes, LifeStride, Naturalizer and Blowfish Malibu. Our Company-owned and licensed products are sold to our Famous Footwear segment by our Brand Portfolio segment at a profit and represent approximately 5% of the Famous Footwear segment’s net sales. We work closely with our vendors to provide consumers with fresh product and, in some cases, product exclusively designed for and available only at Famous Footwear. Famous Footwear’s retail price points typically range from $20 for shoes to $350 for boots. We believe we have strong relationships with our significant branded footwear suppliers, but the loss of any one or more key suppliers could have a material impact on our Famous Footwear segment and the Company.

Famousfootwear.com and famousfootwear.ca. which are accessible via desktop, tablet and mobile devices, offer an expansive product assortment, beyond what is sold in our retail stores. Many of our consumers buy online and pick up product in their local store through Famously Fast Pickup or curbside. Orders are typically ready within an hour through this convenient service. Our retail store locations also fulfill approximately two-thirds of all e-commerce orders not picked up in the store. Leveraging our brick-and-mortar store inventory reduces delivery times, driving an enhanced consumer

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experience. We continue to add new features to the Famous Footwear mobile application to deliver a superior experience for our customers who visit Famous Footwear on a mobile device.

Famous Footwear also has an extensive customer loyalty program, Famously You Rewards (“Rewards”), which informs and rewards members with free shipping and bonus points for purchases, product previews, incentives based upon purchase continuity and other periodic promotional offers. Our Famous Footwear websites allow members of Rewards to view their points status and purchase history, manage profile settings and engage further with the brand. Famous Footwear’s mobile app also serves as a hub for Rewards members to shop, find local stores, redeem Rewards certificates and learn about the newest products, latest trends and hottest deals.

Our Famous Footwear stores are located in strip shopping centers as well as outlet and regional malls in 49 states, Canada and Guam. The breakdown by venue at the end of each of the last three fiscal years is as follows:

We anticipate that we will open approximately 15 retail store locations and close approximately 25 in 2026. New stores typically experience an initial start-up period characterized by lower sales and operating earnings than what is generally achieved by more mature stores. While the duration of this start-up period may vary by type of store, economic environment and geographic location, new stores typically reach a normal level of profitability within approximately four years.

Famous Footwear relies on merchandise allocation systems and processes that use allocation criteria, consumer segmentation and inventory data in an effort to ensure stores are adequately stocked with product and to differentiate the needs of each store based on location, consumer segmentation and other factors. Famous Footwear’s distribution systems allow for merchandise to be delivered to each store weekly, or on a more frequent basis, as needed. Famous Footwear also uses regional third-party pooled distribution sites across the country.

Famous Footwear’s marketing programs include e-commerce advertising, television advertising, digital marketing and social media, direct mail and in-store advertisements, all of which are designed to further develop and reinforce the Famous Footwear brand and strengthen our connection with consumers. We believe the success of our marketing campaigns is attributable to highlighting key categories and tailoring the timing of such messaging to adapt to seasonal shopping patterns. In 2025, we spent approximately $58.2 million to advertise and market Famous Footwear to our target consumers, a portion of which was recovered from suppliers.

BRAND PORTFOLIO

Our Brand Portfolio segment offers consumers and retailers a portfolio of leading footwear brands. We design, develop, source, manufacture, market and distribute our branded footwear for women, men and kids at a variety of price points. Certain of our branded footwear products are sold under brand names that are owned by the Company and others are developed pursuant to licensing agreements. Our Brand Portfolio segment also sells footwear on a direct-to-consumer basis through our branded retail stores and e-commerce businesses, including our brand websites.

Portfolio of Brands

The following is a listing of our owned brands and licensed products:

Sam Edelman: The Sam Edelman brand has been synonymous with aspirational luxury and on-trend style since 2004. Inspired by timeless American elegance, designer Sam Edelman’s innate understanding of the consumer translates conceptually into a modern lifestyle informed by rich heritage, creativity and innovation. Beyond its iconic footwear, Sam Edelman offers an ever-expanding range of product categories to fit the customer’s lifestyle, including ready-to-wear, handbags, perfume, outerwear, denim, and hosiery. The full range of Sam Edelman products is sold globally through Sam Edelman retail stores and online at samedelman.com, samedelman.ca and samedelman.co.uk, in addition to department

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stores, national chains, independent retailers and through our joint venture and franchise partners in East and Southeast Asia, with suggested retail prices ranging from $100 to $300. Beyond the Sam Edelman brand, designer Sam Edelman owns and designs the contemporary lifestyle brands, Circus NY and Sam & Libby, which are both distributed through leading wholesale and e-commerce retailers. Additionally, Sam & Libby is available through our Famous Footwear brand. Suggested retail price points range from $60 to $160 for Circus NY and $60 to $120 for Sam & Libby.

Vionic: In 2018, we acquired Vionic to expand our access to the growing contemporary comfort footwear category. Vionic is dedicated to harnessing science, ingenuity and input from medical professionals and athletes to make shoes that bring balance to our lives. The fusion between dynamic movement and grounded stability is how our exclusive Vio MotionTM Technology solves whole body balance. Featuring a wide range of silhouettes with a Northern California aesthetic, premium materials and thoughtful design for women and men, Vionic offers the style you want with the comfort you crave across a vast selection of fashion sneakers, casual and dress options, boots, sandals and slippers. The brand is sold online at vionicshoes.com, as well as through premium department stores, independent retailers, national chains, specialty boutiques, and through our Famous Footwear brand. Vionic is also available globally through our wholesale partners and distributors across more than 30 countries. Suggested retail price points range from $80 for sandals to $250 for boots.

Naturalizer: Since 1927, Naturalizer has put women first. As the first brand ever to design shoes to the contours of a woman’s foot, the brand is known for crafting beautiful, modern styles that look and feel exceptional, inside and out. Naturalizer’s legendary emphasis on fit and elegant simplicity launched a brand that became known as “the shoe with the beautiful fit.” The brand’s mission of inclusivity supports the vision to have every woman in Naturalizer shoes. The Naturalizer brand is sold primarily at national chains, online retailers including naturalizer.com and naturalizer.ca, department stores, independent retailers, and through our Famous Footwear brand. Naturalizer footwear is also available globally through our wholesale partners across 34 countries. Suggested retail price points range from $89 for shoes to $290 for boots.

Allen Edmonds: In 2016, we acquired Allen Edmonds to increase our penetration in men’s footwear. Allen Edmonds, founded in 1922, is a brand of premium men’s footwear, apparel, leather goods and accessories, built on its United States manufacturing heritage. Allen Edmonds products are available at our 58 Allen Edmonds stores in the United States, including 18 Port Washington Studio stores and 3 outlet stores, online retailers including allenedmonds.com, shoebank.com, and allenedmonds.ca, and at select premium retailers worldwide. Suggested retail Allen Edmonds price points range from $300 to $595, while the Allen Edmonds Reserve Collection price points range from $800 to $2,995.

Dr. Scholl’s Shoes: More than a century after Dr. William Scholl introduced his namesake brand, Dr. Scholl’s Shoes has maintained its legacy and passion for creating iconic, innovative, and effortless footwear for a healthy life. The brand became a fashion icon in 1959 with the debut of the Original Wooden Exercise Sandal worn by fashion icons across decades. Dr. Scholl’s footwear reaches consumers at a wide range of distribution channels, including national chains, department stores, online retailers including drschollsshoes.com and through our Famous Footwear brand. Suggested price points range from $50 for shoes to $190 for boots. We have a license agreement to sell Dr. Scholl’s Shoes in the United States, Canada and Latin America through 2026.

Stuart Weitzman: In August 2025, we acquired Stuart Weitzman to increase our penetration in premium contemporary footwear. Since founder Stuart Weitzman launched his namesake brand in 1986, the brand has become a global luxury icon known for combining its signature artisanal Spanish craftsmanship and precise engineering to empower women to stand strong. Having perfected the art of shoemaking for 40 years, the brand continues to expand its assortment to feature handbags and other accessories, all the while staying true to its ethos of inspiring strength and confidence with every step. Stuart Weitzman products are manufactured in third party factories in Spain, Italy, and more, and are available at our 73 retail locations across the globe. This includes 23 locations across North America (including full-price retail boutiques, outlet stores, and shop-in-shops) and 50 locations in China. The brand’s products are also available online at stuartweitzman.com and stuartweitzman.ca, as well as at select premier retailers worldwide. Suggested retail Stuart Weitzman price points range from $250 to $995.

LifeStride: LifeStride has been designing shoes for women who take life in stride since 1940. Delivering all-day comfort and modern design, LifeStride shoes are performance tested to last more than 1 million steps. That is hundreds of days of comfort she can count on, with versatile style she’ll love to wear again and again. The brand is available at major national

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retailers, online retailers including lifestride.com, department stores, and through our Famous Footwear brand, at suggested retail price points ranging from $70 for shoes to $140 for boots.

Franco Sarto: Since 1990, Franco Sarto has embodied timeless, wearable styles inspired by the craft and design of Italian footwear. Today, through the vision of creative director, Gionata Pagni, the brand continues to build on that tradition through purposeful, modern design. The brand is sold in major national chains, online retailers including francosarto.com, department stores, specialty retailers, independent retailers, and through our Famous Footwear brand, at suggested retail price points ranging from $99 for shoes to $290 for boots.

Rykä: Rykä was the first brand ever to create athletic shoes specifically for a woman's unique foot shape, muscle movement, and build. For more than 35 years, Rykä has offered footwear with a powerful Made for Women fit for her active life, including walking, cross-training, running and hiking, along with lifestyle trends. The brand is distributed through national chains, online retailers including ryka.com, independent retailers, department stores, specialty retailers, and through our Famous Footwear brand, at suggested price points from $50 to $140.

Blowfish Malibu: Blowfish Malibu, which was founded in 2005 and acquired by Caleres in 2018, designs and sells women’s and children’s footwear that captures the fresh, youthful spirit and casual living that is distinctively Southern California. The brand is sold at national chains, independent retailers, and through our Famous Footwear retail stores and e-commerce businesses, at suggested retail price points ranging from $35 for shoes to $110 for boots.

Vince: The Vince women’s shoe collection launched in 2012 and was expanded in 2014 to include the Vince men’s footwear collection. From its atelier at the foot of the Hollywood Hills, Vince designs timeless, quality pieces that bring confidence and ease to the modern wardrobe. The brand is primarily sold in premier department stores, online, national chains and specialty retailers at suggested price points ranging from $200 for shoes to $595 for tall boots. We have a license agreement with Vince, LLC to sell Vince footwear through January 2029 with a five-year option to renew.

Veronica Beard: In 2020, we began an exclusive partnership with the American ready-to-wear brand, Veronica Beard, to produce the women’s footwear collection. The Veronica Beard collection includes styles that strike the balance between cool and classic, taking the consumer from day to night and work to weekend. The brand is distributed through domestic wholesale partners carrying Veronica Beard ready-to-wear and independent footwear retailers at suggested opening retail price points ranging from $295 for shoes to $750 for boots. We have a license agreement to sell Veronica Beard footwear through January 2029.

Wholesale

Within our Brand Portfolio segment, our brands are designed, sourced and distributed on a wholesale basis to approximately 1,900 retailers, including online retailers, national chains, department stores, independent retailers and mass merchandisers throughout the United States and Canada, as well as approximately 63 other countries (including sales to our retail operations). Our most significant customers include Famous Footwear and many of the nation’s largest retailers, including online retailers such as Amazon.com, Nordstrom.com and Zappos.com; national chains such as Nordstrom Rack, DSW, TJX Corporation (including TJ Maxx and Marshalls), Kohl’s and Ross Stores; department stores such as Nordstrom, Macy’s and Dillard’s; mass merchandisers such as Walmart; and independent retailers such as QVC Group, Inc., which operates QVC and Home Shopping Network. Many of these wholesale customers also sell our products through their own websites. In these arrangements, orders are typically fulfilled on a drop-ship basis from our logistics network. We also sell product to a variety of international retail customers and distributors.

Our Brand Portfolio segment sold approximately 32 million pairs of shoes on a wholesale basis during 2025. Products sold under license agreements accounted for approximately 14% of the sales of the Brand Portfolio segment in 2025 and 2024 and 13% of the segment’s sales in 2023. Caleres also receives license revenue from third parties related to certain owned brands, for use in connection with other brand-enhancing non-footwear product categories.

We continue to see benefits from the strategic initiatives we have implemented in recent years. Our Edit to Win initiative drives more volume through fewer SKUs. In addition, our speed program allows us to reduce both inventory risks and markdowns by aligning inventory with consumer demand to drive sales productivity.

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Direct-to-Consumer

Our Brand Portfolio segment includes the operation of 15 branded e-commerce websites which offer substantially the same product selection to consumers as we sell to our wholesale customers.

We also operate retail stores for certain brands, including Allen Edmonds, Sam Edelman, Stuart Weitzman and Naturalizer. The number of our owned Brand Portfolio retail stores at the end of the last three fiscal years was as follows:

Stuart Weitzman 73 — —

Naturalizer 1 2 2

At the end of 2025, we operated 58 Allen Edmonds stores in the United States, each averaging approximately 1,560 square feet. We expect to open approximately two new Allen Edmonds stores and close approximately five stores in 2026, as we continue to align our real estate and e-commerce strategies. At the end of 2025, we operated four Sam Edelman stores in the United States, each averaging approximately 2,300 square feet, and 52 stores in East Asia. We anticipate expanding our Sam Edelman presence in East and Southeast Asia in 2026 with the opening of approximately 2 net new stores, and 5 net new franchisee stores in 2026. At the end of 2026, we operated 19 Stuart Weitzman stores in the United States and four Stuart Weitzman stores in Canada, each averaging 2,000 square feet, and 50 stores in Asia. After closing all of our domestic Naturalizer retail stores in 2024, we ended the year with one store in Southeast Asia. In addition to our owned Brand Portfolio retail stores, there are 148 branded stores that are owned by third parties and are operated internationally through distributor, licensed or franchise agreements.

Marketing

Over the last few years, we’ve been building a “One Caleres” marketing ecosystem. We believe that robust consumer data is the source of our competitive advantage and have invested in our marketing strategy with digital marketing, loyalty, data and analytics, consumer insight and brand marketing. We believe that our investment in these areas, particularly digital marketing and loyalty, have resulted in growth in our direct-to-consumer business over the last few years. In addition, we continue to leverage consumer insights and data to inform marketing initiatives to capture a greater share of our target consumers’ spend as well as reach new audiences with a high propensity to purchase our products.

Our marketing teams are responsible for the development and implementation of innovative marketing programs that serve the consumer facing needs of our portfolio of brands as well as that of our retail partners and brand websites. Our marketing teams are instrumental in continuing to drive growth in e-commerce sales, producing relevant and purpose-driven brand positioning and creating meaningful connections with consumers that have increased awareness and loyalty across our portfolio. In 2025, we spent approximately $93 million in advertising and marketing support for our Brand Portfolio segment, including digital marketing and social media, consumer media advertising, product placement, in-store displays, production, print and trade shows.

Product Development Operations

We maintain design and product development teams for our brands in Clayton, Missouri; Dongguan, China; Elda, Spain; Putian, China; New York, New York; Novato, California; and Port Washington, Wisconsin, as well as other select fashion locations, including Milan and Florence, Italy. These teams, which include independent designers, are responsible for the creation and development of new product styles. Our designers monitor trends in fashion footwear and apparel and work closely with retailers to identify consumer footwear preferences. Our design teams create collections of footwear, and our sourcing and product development offices convert those designs into new footwear styles. We operate a sample-making facility in Dongguan, China that allows us to have greater control over our product development in terms of accuracy, execution and speed-to-market.

Sourcing and Manufacturing Operations

In 2025, the sourcing operations sourced approximately $451.0 million of shoes through a global network of third-party independent footwear manufacturers. The majority of our footwear sourced is provided by approximately 49

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manufacturers operating approximately 107 manufacturing facilities. In certain countries, we use agents to facilitate and manage the development, production and shipment of product. We attribute our ability to achieve consistent quality, competitive prices and on-time delivery to the breadth of these established relationships, as well as steps we have taken to digitize many aspects of our end-to-end supply chain processes to enable mutually beneficial workload efficiency, visibility and agility. While we generally do not have significant contractual commitments with our suppliers, we do enter into sourcing agreements with certain independent sourcing agents. Prior to production, we monitor the quality of all of our footwear components and also inspect the prototypes of each footwear style.

The following table provides an overview of our sourcing by country in 2025:

Country ($ millions)

While we source the majority of our footwear from independent manufacturers, we also operate manufacturing facilities in Port Washington, Wisconsin and Santiago, Dominican Republic. Our Port Washington and Santiago facilities manufacture footwear and certain accessories for our Allen Edmonds brand. We believe operating our own manufacturing facilities in North America provides us with greater control over the quality and craftsmanship that are essential to the iconic Allen Edmonds brand. In addition, our Port Washington facility serves our recrafting operations, which support our commitment to sustainability. Our recrafting operations allow the Allen Edmonds consumer to extend the life of their footwear by restoring shoes to nearly their original state. Most styles can be recrafted twice, and some can be recrafted three times.

Backlog

At January 31, 2026, our Brand Portfolio segment had a backlog of unfilled wholesale orders of approximately $332.2 million, compared to $260.2 million as of February 1, 2025. Most orders are for delivery within the next 90 to 120 days. Orders are subject to cancellation; however, we have historically not experienced significant cancellations of orders.

The backlog at any particular time is affected by a number of factors, including timing of orders received from customers, supply chain disruptions, seasonality and capacity shifts at international manufacturers. Accordingly, a comparison of backlog from period to period may not be indicative of eventual actual shipments or the growth rate of sales from one period to the next.

Human Capital Management

As of January 31, 2026, we had approximately 10,000 employees, including 5,000 full-time and 5,000 part-time. In the United States, there were no employees subject to union contracts. In Canada, we employ approximately 22 warehouse employees under a union contract, which will expire in October 2028. The Company’s success depends on our ability to attract, develop, motivate and retain qualified management, administrative, product design and development and sales and marketing personnel to support existing operations and future growth. Since our founding in 1878, we have been all about the right fit. Our values – Passion, Accountability, Curiosity, Creativity and Caring, inform how we work, how we treat one another and how we live our mission.

Compensation Programs and Employee Benefits

We believe that pay, benefits and incentives make up the total rewards package and provide employees and their families with financial protection and security for the future. Our compensation programs are designed to encourage and reward our executives and associates for superior performance and drive long-term shareholder value. We offer a comprehensive benefits package to our associates that provides, among other benefits, competitive salaries and wages; comprehensive health insurance coverage to eligible employees; retirement plans; education assistance; paid time off; parental bonding leave; adoption benefits; and charitable giving opportunities through the Caleres Cares Charitable Trust, including volunteer opportunities and our matching gift program.

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Health and Safety

Our associates make health and safety a daily priority at our stores, distribution centers, offices and factories. Newly hired associates are required to attend health and safety training as part of the onboarding process and they receive a variety of relevant training and information throughout the year. Our guidelines cover many common elements such as physical safety and security, workplace violence, emergency procedures, incident reporting protocols, first aid and other general health and safety topics. All of our retail associates receive training in accordance with our Occupational Health and Safety Program, which provides for both their safety and that of our customers. Our corporate offices support the well-being of our associates with on-site amenities such as a fitness center and a registered dietician that is available for consultations.

Responsible Business Initiatives

Our responsible business initiatives are an important component of our enterprise risk management program. Our long-standing pledge to quality craftmanship includes creating sustainable and lasting value for all of our stakeholders by governing and operating with integrity and transparency and by pursuing ambitious responsible business targets. At Caleres, the forward focus of our brands has led to an intentional elimination of waste in our strategic manufacturing facilities while extending the life span of our products through donation, recrafting and reuse programs. These initiatives support our broader efforts toward circularity, which we believe both protects the environment and delivers value to customers. Our responsible business governance structure includes a cross-functional steering committee that manages the development of programs, goals and metrics to support our responsible business initiatives. We periodically assess the environmental, social and governance topics that are most relevant to our business and stakeholders, which helps guide the framework for our responsible business initiatives and disclosures.

Many of our responsible business goals focus on high impact areas of opportunity, such as the materials that are used in our products, energy use and supply chain labor standards. We are striving to use environmentally preferred materials in our products and packaging, and are working to ensure our strategic factories around the world comply with leading global work standards. We also monitor and comply with evolving environmental, product stewardship and climate-related regulatory requirements in the jurisdictions in which we operate, including extended producer responsibility programs and climate disclosure regulations, such as California Senate Bill 253, as well as similar regulations in other global markets. Our responsible business reports may be accessed at www.caleres.com. The information contained on our website is not incorporated by reference into this Form 10-K and should not be considered part of this report. We expect to publish another responsible business report in the spring of 2026.

Competition

With many companies operating traditional brick-and-mortar retail shoe stores and departments and e-commerce businesses, we compete in a highly fragmented market. In addition, the continuing consumer shift to online and mobile shopping has increased price competition and requires retailers to lower shipping costs charged to customers, improve shipping speeds and optimize mobile platforms. Our competitors include local, regional and national shoe store chains, department stores, discount stores, mass merchandisers, numerous independent retail operators of various sizes and e-commerce businesses. Quality of products and services, store location, trend-right merchandise selection and availability of brands, pricing, marketing, advertising and consumer service are all factors that impact retail competition.

In addition, our wholesale customers sell shoes purchased from competing footwear suppliers. Those competing footwear suppliers own and license brands, many of which are well-known and marketed aggressively. Many retailers, who are our wholesale customers, source directly from factories or through agents. The wholesale footwear business has low barriers to entry, which further intensifies competition.

Seasonality

Our business is seasonal in nature due to consumer spending patterns with higher back-to-school and holiday season sales. Although the third fiscal quarter has historically accounted for a substantial portion of the Company’s earnings for the year, we have experienced more equal distribution among the quarters in recent years.

AVAILABLE INFORMATION

Our Internet address is www.caleres.com. Our Internet address is included in this annual report on Form 10-K as an inactive textual reference only. The information contained on our website is not incorporated by reference into this annual

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report on Form 10-K and should not be considered part of this report. We file annual, quarterly and current reports, proxy statements and other information with the SEC. We make available free of charge our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished, as required by Section 13(a) or 15(d) of the Securities Exchange Act of 1934, through our Internet website as soon as reasonably practicable after we electronically file such material with or furnish it to the SEC. You may access these SEC filings via the hyperlink to a third-party SEC filings website that we provide on our website.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following is a list of the names and ages of the executive officers of the Company and of the offices held by each person. There is no family relationship between any of the named persons. The terms of the following executive officers will expire in May 2026 or upon their respective successors being chosen and qualified.

Name Age Current Position

John W. Schmidt 65 President, Chief Executive Officer and Director

Thomas C. Burke 58 Senior Vice President, General Counsel and Secretary

Brian P. Costello 62 Division President – Famous Footwear

Daniel R. Friedman 65 Chief Sourcing and Supply Chain Officer

Willis D. Hill 54 Senior Vice President, Chief Information Officer

Kathleen K. Welter 57 Senior Vice President, Chief Human Resources Officer

The period of service of each officer in the positions listed and other business experience are set forth below.

John W. Schmidt, President, Chief Executive Officer and Director since January 2023. President from December 2020 to January 2023. Division President – Brand Portfolio from October 2015 to December 2020. Division President – Contemporary Fashion Brands from January 2011 to September 2015. Senior Vice President, Better and Image Brands from January 2010 to January 2011. Senior Vice President and General Manager, Better and Image Brands from March 2008 until January 2010. Various positions, including Vice President, President, Group President of Wholesale Footwear for Nine West Group from September 1998 to February 2008.

Thomas C. Burke, Senior Vice President, General Counsel and Secretary since August 2016. Vice President, Legal from December 2015 to August 2016. Deputy General Counsel from March 2012 to December 2015. Various positions at the Company, including Associate General Counsel and Director, Talent Management, from March 2001 to March 2012.

Daniel L. Karpel, Senior Vice President, Chief Accounting Officer and Interim Chief Financial Officer since January 2026. Rejoined Caleres as Chief Accounting Officer in October 2025. Chief Financial Officer of Club Carwash Operating, LLC from 2024 to 2025. Chief Financial Officer of CW Holdings, LLC and a legacy entity owning the brands of Soft Surroundings and Coldwater Creek from 2023 to 2024. Chief Accounting Officer of EyeCare Partners, LLC from 2022 to 2023. Chief Accounting Officer of Spectrum Brands, Inc. from 2020 to 2022. Various roles in finance, including previous employment with Caleres as Senior Vice President, Chief Accounting Officer and Treasurer from 2015 to 2016, Senior Vice President and Chief Accounting Officer from 2013 to 2015 and Senior Vice President, Finance from 2008 to 2013.

Brian P. Costello, Division President – Famous Footwear since August 2025. Chief Merchant Officer – Famous Footwear from January 2025 to August 2025. Vice President, Divisional Merchandising Manager – Footwear & Accessories of Nordstrom from August 2010 to January 2025. Vice President – Supply Chain & Inventory Planning at Sur La Table from July 2007 to August 2010.

Daniel R. Friedman, Chief Sourcing and Supply Chain Officer since April 2018. Division President – Global Supply Chain from January 2010 to April 2018. Senior Vice President, Product Development and Sourcing from July 2006 to January 2010. Managing Director at Camuto Group, Inc. from 2002 to July 2006.

Willis D. Hill, Senior Vice President, Chief Information Officer since September 2018. Senior Vice President and Chief Technology Officer from August 2017 to September 2018. Senior Vice President, Information Technology from

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January 2017 to August 2017. Vice President, Retail Information Technology from July 2011 to January 2017. Director, Retail Information Technology from July 2008 to July 2011.

Kathleen K. Welter, Senior Vice President, Chief Human Resources Officer since August 2025. Vice President, Human Resources of Woodard & Curran from January 2016 to July 2025. Senior Consultant, Talent Equation from August 2013 to January 2016. Vice President, Talent Strategy & Leadership Continuity, Caleres from March 2003 to July 2013.

ITEM 1ARISK FACTORS

An investment in our common stock involves certain risks and uncertainties. In addition to other information in this Form 10-K, the following risk factors should be considered. Additional risks and uncertainties of which we are currently unaware could also have a material adverse effect on our business and financial conditions. These disclosures reflect our beliefs and opinions as to factors that could materially and adversely affect us and our securities in the future. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.

MACROECONOMIC AND INDUSTRY RISKS

Changes in the United States and international trade policies, including tariffs, trade restrictions and retaliatory trade actions taken by other countries, may adversely impact our business, results of operations and financial condition.

In early 2025, the United States administration announced tariffs on products manufactured in several jurisdictions from which we import our products. We continue to actively monitor the impact of tariffs that become effective, as well as potential retaliatory tariffs imposed by other countries. Throughout the year, our net sales and gross margins were negatively impacted by tariffs. The enactment of additional tariffs and the uncertainty surrounding the future tariff policies and rates pose a significant risk to our business operations and may materially increase our costs and reduce our margins. Future trade disputes or phases of negotiations with China could lead to the imposition of tariffs that could adversely affect our supply chain and our business. General trade tensions between the U.S. and China continue to be contentious. Additionally, certain tariffs are subject to legal challenges. The tariff uncertainty also creates challenges in our supply chain management, our pricing strategies and the management of customer orders. While we have implemented strategies to mitigate tariff impacts by optimizing production in lower tariff countries and negotiating with suppliers, there can be no assurance that these efforts will be successful.

On February 20, 2026, the U.S. Supreme Court invalidated tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”). Following this ruling, the U.S. Administration initiated new tariffs at different rates under alternative legislative powers, which increases the uncertainty around tariffs. The current administration may continue to impose additional tariffs under U.S. trade laws. Although certain tariffs were invalidated, the potential availability, timing, and amount of any refunds associated with the ruling remains highly uncertain. Given the uncertainty regarding the scope and duration of the current and potential tariffs, as well as the potential for additional trade actions by the United States or other countries, the specific impact to our business, results of operations and financial conditions is not certain but could be material.

Consumer demand for our products may be adversely impacted by economic conditions and other factors.

Worldwide economic conditions continue to be uncertain.Consumer confidence and spending are strongly influenced by general economic conditions and other factors, including tariffs, trade restrictions, or taxes on imports from countries where we manufacture products, inflation, concerns of a recession, elevated interest rates, fiscal policy, the changing tax and regulatory environment, minimum wage rates and regulations, consumer debt levels, the availability of consumer credit, the liquidityofconsumers’assets,healthcarecosts,currencyexchangerates,taxation,energycosts,realestatevalues,foreclosure rates, unemployment trends, weather conditions and the economic consequences of military action or terrorist activities, such as the heightened geo-political tensions between China and Taiwan, along with angst surrounding escalated foreign policy actions taken by the United States in the Middle East and South American regions and the potential impact of sanctions on the domestic and global economy.Consumer sentiment, including a preference for products made in the United States, may be impacted by tariffs or taxes on imports from countries where we source products, which may impact demand for our products that are sourced internationally.In addition, with a significant amount of our supply originating in China, any negative development related to relations between United States and China, including additional

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tariffs imposed on imports from China, may adversely impact thecostordemandforourproductssourcedfromChina.Negativeeconomicconditionsgenerallydecreasedisposableincome and, consequently, consumer purchases of discretionary items like our products. As a result, our customers may choose to purchase fewer of our products or purchase the lower priced products of our competitors, and our business, results of operations, financial condition and cash flows could be adversely affected.

Inflationary pressures and supply chain disruptions may adversely impact our business operations and financial results.

InflationarypressuresintheUnitedStatesandtheglobaleconomysuchaselevatedinterestrates,higherproductand transportationcosts, in part driven by higher and more volatile oil prices,andwageinflation,aswellasfearsofarecession,arecreatingacomplexandchallengingretail environment that may impact discretionary spending.The extent and duration of these inflationary pressures are uncertainand may limit our ability to meet incremental consumer demand, potentially impacting our net sales. In addition, declines in consumer spending may result in reduced demand for our products, increased inventories, reduced orders from retailers forourproducts,ordercancellations,lowerrevenues,higherdiscounts,pricingpressureandlowergrossmargins.Macroeconomic factors, including these inflationary pressures and volatility in interest rates, also impact a number of accounting estimates,suchasimpairmentcalculations,thevalueofinventorymeasuredusingthelast-in,firstout(“LIFO”)method,andother estimates that utilize fair value. These macroeconomic factors could result in incremental volatility in certain valuations and provisionsrequiredintheCompany’sfinancialstatements.Inaddition,adisruptionwithinourlogisticsorsupplychain networkcouldadverselyaffectourabilitytodeliverinventoryinatimelymanner,whichcouldimpairourabilitytomeet customerdemandforproductsandresultinlostsalesandincreasedsupplychaincosts.Vessel,containerandother transportation shortages, labor shortages and port congestion have in the past delayed inventory orders and, in turn, deliveries toourwholesalecustomersandavailabilityinourretailstoresande-commercesites.Inaddition,thevastmajorityofour productspassthroughtheUnitedStatesportsandanyslowdownorstoppagerelatingtolaboragreementnegotiationsmay further delay the receipt of inventory or increase costs.

If we are unable to anticipate and respond to consumer preferences and fashion trends and successfully apply new technology, we may not be able to maintain or increase our net sales and earnings.

The footwear industry is subject to rapidly changing consumer shopping preferences and patterns and fashion trends.Our products must appeal to a broad range of consumers whose preferences cannot be predicted with certainty and are subject to rapid change. New footwear designs that we introduce may not resonate with consumers or our brands may fall out of favor with customers. If we are unable to react appropriately to changes in consumer preferences, our revenues may decrease, brand image may suffer, and we may not be able to execute our growth plans. Further, the value of our brands is based on evolving consumer perceptions, including as a result of shifting ethical, political or social standards, and concerns with respect to product pricing, quality, design, technical performance, components or materials, or customer service could result in negative perceptions and the loss of brand loyalty and value. In addition, as consumers increasingly embrace online and mobile shopping, retailers have been required to lower shipping costs charged to customers, improve shipping speeds and optimize mobile platforms.The trend toward online and mobile shopping has also increased the volume of smaller shipments, including single-pair shipments, from our warehouses.The increased volume of smaller shipments has resulted in higher average distribution costs, including both shippingandprocessingcostsincurredatourdistributioncenters.Inaddition,anincreaseinthevolumeofe-commercesales, which have higher return rates than in-store sales, may in turn lead to higher shipping and processing costs. New and emerging technology may enable new approaches or choices for how our customers procure goods and services and pay for those goods and services. We may be unable to quickly adapt to rapid change resulting from artificial intelligence and other machine learning technologies that may result in changes to our supply chain, distribution channels, and point-of-sale capabilities.The success of both our wholesale and retail operations depends largely on our ability to anticipate, understand and react to these changing consumer shopping patterns.If we fail to respond to changes in consumer shopping patterns, demands and fashion trends, develop new products and designs, and implement effective, responsive merchandising and distribution strategies and programs, we could experience lower sales, excess inventories and lower gross margins, any of which could have an adverse effect on our results of operations and financial condition.

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Certain branded suppliers are becoming more selective in their distribution channels. The loss of one or more of our major branded suppliers may adversely impact our business, results of operations, financial condition and cash flows.

Our Famous Footwear segment purchases a substantial portion of its footwear products from major branded suppliers. Products purchased from three key third-party suppliers (Nike, Skechers and adidas) represented approximately 24% of consolidated net sales in 2025.As is common in the industry, we do not have any long-term contracts with our suppliers. In addition, the success of our financial performance is dependent on the ability of our Famous Footwear segment to obtain products from our suppliers on a timely basis and on acceptable terms.While we believe we have positive working relationships with our current suppliers, the loss of any of our major suppliers or product developed exclusively for our Famous Footwear stores could have a material adverse effect on our business, financial condition and results of operations. In addition, negative trends in global economic conditions, including the impact of the wars in Iran, Israel and Eastern Europe and heightened tensions between China and Taiwan, along with unpredictable tariff volatility, may adversely impact our suppliers.If these third partiesdonotperformtheirobligationsorareunabletoprovideuswiththematerialsandservicesweneedatpricesandterms that are acceptable to us, our ability to meet our consumers’demand could be adversely affected.

Customer concentration and other trends in customer behavior may lead to a reduction in or loss of sales.

Our wholesale customers include e-commerce retailers, national chains, department stores, independent retailers and mass merchandisers.Several of our customers operate multiple department store divisions.Furthermore, we often sell multiple types of branded, licensed and private-label footwear to these same customers.While we believe purchasing decisions in many cases are made independently by the buyers and merchandisers of each of the customers, a decision by a significant customertodecreasetheamountoffootwearproductspurchasedfromuscouldhaveamaterialadverseeffectonourbusiness, financial condition or results of operations. We extend credit to our wholesale customers based on an evaluation of each customer’s financial condition, usually without collateral. Various retailers, including some of our customers, have experienced financial difficulties, including bankruptcy, increasing the risk of extending credit to such retailers. If any of our customers experience a shortage of liquidity, the risk that the customer’s outstanding payables to us not being paid could cause us to assume more credit risk relating to the customer’s accounts payable.

In addition, with the growing trend toward retail trade consolidation, including store count reductions at major retail chains, and consumers’preference for online shopping, we and our wholesale customers increasingly depend upon a reduced number of key retailers whose bargaining strength is growing.This consolidation may result in the following adverse consequences:

We also face the following risks with respect to our customers:

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We operate in a highly competitive industry, and we face significant pricing pressures from existing and new competitors.

Competition is intense in the footwear industry.There has also been consolidation of competitors in the industry, resulting in certaincompetitorsthatarelargerandhavegreaterfinancial,marketingandtechnologicalresourcesthanwedo.Inaddition,a move toward vertical integration by our competitors could create additional competitive pressures that may decrease our market share.Other competitors are able to offer footwear on a lateral basis alongside their apparel products, or have successfully branded their trademarks as lifestyle brands, resulting in greater competitive advantages. Low barriers to entry into this industry further intensify competition by allowing new companies to easily enter the markets in which we compete. Further, the fast fashion, value fashion and off-price retailers have shifted customer expectations of pricing for well-known brands and have contributed to additional promotional and pricing pressures in recent years.Some of our suppliers further compound these competitive pressures by allowing consumers to purchase their products directly through supplier-maintained e-commerce sites and retail stores.The Internet facilitates price transparency and comparison shopping, which increases the level of competition we face and puts competitive pressure on us to keep our prices low.

We believe that our ability to compete successfully in the footwear industry depends on a number of factors, including style, price, performance, quality, location and service, as well as the strength of our brand names.We remain competitive by increasing awareness of our brands, improving the efficiency of our supply chain and enhancing the style, comfort, fashionand perceived value of our products.However, our competitors may implement more effective marketing campaigns, adopt more aggressive pricing policies, make more attractive offers to potential employees, distribution partners and manufacturers, or respond more quickly to changes in consumer preferences than us.As a result, we may not be able to compete successfully in the future, and increased competition may result in price reductions, reduced gross margins, loss of market share and an inability to generate cash flows that are sufficient to maintain or expand the development and marketing of our products,which could adversely impact our financial results.

Our quarterly sales and earnings may fluctuate, which may result in volatility in, or a decline in, our stock price.

Our quarterly sales and earnings can vary due to a number of factors, many of which are beyond our control, including the following:

As a result of these specific and other general factors, our operating results will vary from quarter to quarter and the results for any particular quarter may not be indicative of results for the full year. Further, we may not be able to accurately predict our quarterly sales. Any shortfall in sales or earnings from the levels expected by investors could cause a decrease in the trading price of our common stock.

Foreign currency fluctuations may result in higher costs and decreased gross profits.

Although we purchase most of our products from international manufacturers in United States dollars and otherwise may engage in foreign currency hedging transactions from time to time, we may experience cost variations with respect toexchange rate changes. We operate on a global basis, with approximately 7% of our total net sales for the year ended

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January 31, 2026 generated from operations outside of the United States. As we continue to expand our international operations, our sales and expenditures transacted in foreign currencies could become increasingly material and be subject to greater foreign currency fluctuations.Currency exchange rate fluctuations may also adversely impact third parties who manufacture the Company’s products by making their purchases of raw materials or other production costs more expensive and more difficult to finance, resulting in higher prices and lower margins for the Company and its distributors.

Perception of the overall retail industry and other macroeconomic conditions may impact our stock price and operations.

The retail industry continues to evolve and undergo structural change. This evolution and structural change have resulted in the bankruptcy and/or reorganization of various other publicly traded retailers, including major customers. Despite our best efforts to differentiate our business model and processes, our stock price has fluctuated as a result of perceptions of the overall retail environment and investor confidence in the retail sector. The volatility in our stock price could be exacerbated by macroeconomic conditions that affect the market generally or our industry in particular.

Volatility in securities markets, interest rates and other economic factors could substantially increase defined benefit pension costs.

The Company currently has obligations under its defined benefit pension plans. The funded status of the pension plans is dependent on many factors, including returns on invested assets and the discount rates used to determine pension obligations. Unfavorable impacts from returns on plan assets, changes in discount rates, changes in plan demographics or revisions in the applicable laws or regulations could materially change the timing and amount of pension funding requirements, which could reduce the cash available for normal operations. Operating performance may be negatively impacted by the amount of expense recorded for our pension plans. In addition, pension expense is calculated using actuarial valuations that incorporate assumptions and estimates about financial market, economic and demographic conditions. Differences between estimated and actual results give rise to gains and losses that are deferred and amortized as part of future pension expense, which can create volatility that adversely impacts future operating results.

OPERATIONAL RISKS

We rely primarily on international sources of production, which subjects our business to risks associated with international trade.

We rely primarily on international sourcing for our footwear products through third-party manufacturing facilities located outside the United States.As is common in the industry, we do not have any long-term contracts with our third-party international manufacturers.International sourcing is subject to numerous risks, including trade relations, work stoppages, transportation delays (including delays at international and domestic ports) and costs (including customs duties, quotas, tariffs (including retaliatory tariffs), anti-dumping duties, safeguard measures, cargo restrictions or other trade restrictions), domestic and international political instability, foreign currency fluctuations, variable economic conditions, expropriation, nationalization, natural disasters, terrorist acts and military conflict, changes in governmental regulations (including the U.S. Foreign Corrupt PracticesAct). It is also impacted by geo-political events, such as volatility and wars in the Middle East (including the ongoing war involving Iran), the current war in Ukraine and continued tensions between China and Taiwan. Certain of these events may also contribute to increased volatility in global oil prices, which could further increase transportation, manufacturing and other operating costs.Supply chain disruptions and port congestion have in the past delayed receipt of inventory and this could occur again in the future.Delayed inventory receipt could delay deliveries to our wholesale customers, and reduce availability in our stores and e-commerce websites, which could adversely impact our financial results.In addition, the imposition of tariffs or other costs on imported products may result in further increases in product prices, which may in turn continue to adversely impactourgrossmarginsifweareunabletomitigatetheimpactofthecosts. At the same time, potential changes in manufacturing preferences, including, but not limited to the following, pose additional risk and uncertainty:

As a result of these risks, there can be no assurance that we will not experience reductions in available production capacity, increases in our product costs, late deliveries or terminations of our supplier relationships.Furthermore, these sourcing

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risks are compounded by limited diversification in the geographic location of our international sourcing and manufacturing. Approximately 20% of the footwear we sourced in 2025 was from China.With a significant portion of our supply originating in China, a substantial portion of our supply could be at risk in the event of any significant negative development related to relations between United States and China, including additional tariffs imposed on products imported from China.Inaddition, international expansion in China may be hampered as a result of the adverse economic conditions that China is currently experiencing.

Although we believe we could find alternative manufacturing sources for the products that we currently source from third- party manufacturing facilities in China or other countries, we may not be able to locate alternative manufacturers on terms as favorable as our current terms, including pricing, payment terms, manufacturing capacity, quality standards and lead times for delivery.In addition, there is substantial competition in the footwear industry for quality footwear manufacturers. Accordingly, our future results will partly depend on our ability to maintain positive working relationships with, and offer competitive terms to, our international manufacturers.If supply issues cause us to be unable to provide products consistent with our standards or manufacture our footwear in an efficient and cost-effective manner, our customers may cancel orders, refuse to accept deliveries or demand reductions in purchase prices, any of which could have a material adverse effect on our business and results of operations.

We also sell footwear in East Asia through our joint venture, licensing and franchise partners, and our recent acquisition of Stuart Weitzman, and plan to increase international sales efforts as part of our growth strategy.Our joint venture, licensing and franchise partners may have objectives that are different than our own.In addition, we may be subject to increased legal and reputational risk associated with the joint venture if it fails to adhere to consistent levels of compliance standards as our fully-owned operations.

Transitional challenges with acquisitions and divestitures could result in unexpected expenditures of time and resources.

As part of our business strategy to expand into complementary product categories and markets, we periodically pursue acquisitions of other companies, businesses or brands, such as the acquisition of the StuartWeitzman business in August 2025. Such acquisitions involve numerous risks, challenges and uncertainties, including the potential to expose us to risks inherent in a new market or geographic region, loss of significant customers or key personnel of the acquired business, difficulties managing and implementing acquired assets or difficulties managing geographically remote operations. Although we review the financial results and records of acquisition candidates, the review may not reveal all existing or potential problems.As a result, we may notaccurately assess the value of the business and may, accordingly, ultimately assume unknown adverse operating conditions and/orunanticipatedexpensesandliabilitiesrelatedtotheacquisition.Acquisitionsmayalsocauseustoincurwrite-offsofgoodwillor intangible assets if the business does not perform as well as expected and substantial amortization expenses associated withother intangible assets.We also face the risk that we will not be able to integrate acquisitions into our existing operations or divestourbusinesseseffectivelywithoutsubstantialexpense,delayorotheroperationalorfinancialproblems.Integration may be hindered by, among other things, differing procedures, including internal controls, business practices and technology systems.We may need to allocate more management resources to integration than we planned, which may adversely affectour ability to pursue other profitable activities. We may experience difficulty integrating acquired businesses into our operations and may not achieve anticipated synergies. The acquisition of Stuart Weitzman was funded through our revolving credit agreement and we face the risk that the return on the acquisition will not support the expenditures or indebtedness to acquire the business. We may face similar challenges with any brands or businesses we choose to divest.

We are reliant upon our information technology systems, and any major disruption of these systems could adversely impact our ability to effectively operate our business.

Our computer network and systems are essential to all aspects of our operations, including design, pricing, production, accounting, reporting, forecasting, ordering, manufacturing, transportation, marketing, sales and distribution.Our ability to manage and maintain our inventory and to deliver products in a timely manner depends on these systems.With the continued growth in e-commerce direct-to-consumer sales, any system disruption may result in an adverse impact to our operations.If any of these systems fails to operate as expected, we experience problems with transitioning to upgraded or replacement systems, we fail to realize the expected return on our technology investment, a breach in security occurs or a natural disaster interrupts system functions, we may experience delays in product fulfillment, reduced efficiency in our

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operations, or delaysin reporting our financial results to investors, or we may be required to expend significant capital to correct the problem,which may have an adverse effect on our results of operations and financial condition.

A cybersecurity breach may adversely affect our sales and reputation.

We routinely possess sensitive consumer and associate information and periodically provide it to third parties for analysis, benefit distribution or compliance purposes.Consumers are also increasingly using mobile devices and applications to shop online and do comparison shopping.Additionally, a significant portion of our Corporate employees are periodically working remotely, which may result in heightened cybersecurity risk.Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts.From time to time, we have experienced, and may continue to experience, attacks on our systems or those of our vendors.While we believe we have taken reasonable and appropriatestepstoprotectsensitiveinformation,hackersanddatathievesoperatesophisticated,large-scaleattacksthatcould breach our information systems, despite ongoing security measures.In addition, we are required to comply with increasingly complex regulations designed to protect our business and personal data.Any breach of our network security, a third-party’s network security or failure to comply with applicable regulations may result in (a) the loss of valuable business data and/orour consumers’ or associates’ personal information, (b) increased costs associated with implementing additional protections and processes, (c) a disruption of our business and a loss of sales, (d) negative media attention, (e) damage to our consumer and associate relationships and reputation, and (f) fines or lawsuits.

Our operating results depend on preparing accurate sales forecasts and properly managing our inventory levels.

Based on sales forecasts, we place advance orders with manufacturers for certain products before receiving all customer orders to minimize purchasing costs. We alsomaintainaninventoryofcertainproductsthatweanticipatewillbeingreaterdemand.Attheretaillevel,weplaceorders for products many months in advance of our key selling seasons.Adverse economic conditions and rapidly changing consumer preferences can make it difficult for us and our retail customers to accurately forecast product trends in order to match production with demand.If we fail to accurately assess consumer fashion tastes and the impact of economic factors on consumerspendingortoeffectivelydifferentiateourretailandwholesaleofferings,ourinventorylevelsmayexceedcustomer demand, resulting in inventory write-downs, higher carrying costs, lower gross margins or the sale of excess inventory at discounted prices, which could significantly impact our financial results.Conversely, if we underestimate consumer demand for our products or if our manufacturers fail to supply the quality products that we require in a timely manner, we may experience inventory shortages.Inventory shortages may delay shipments to customers (and possibly require us to offer discounts or costly expedited shipping), negatively impact retailer and distributor relationships, adversely impact our sales results and diminish brand awareness and loyalty.

Inaddition,ourretailstoresareinherentlysubjecttotheriskofinventorylossandtheft.Inrecentyears,theretailindustryhas experienced an increase in inventory shrinkage, and although we have taken steps to reduce inventory shrinkage, higher rates of shrinkage or increased costs associated with addressing inventory theft, including maintaining a safe store environment for our customers and associates, may have a material adverse impact on our results of operations.

A disruption in the effective functioning of our distribution centers could adversely affect our ability to deliver inventory on a timely basis.

We currently use several leased distribution centers, which serve as the source of replenishment of inventory for our footwear stores and e-commerce websites operated by our Famous Footwear and Brand Portfolio segments and serve the wholesale operations of our Brand Portfolio segment.Our success depends on our ability to handle the high volume of e-commercesales and single pair shipments, which requires significant capital to operate with a greater level of sophistication and automation,aswellashigherprocessinganddistributioncosts.Wemaybeunabletosuccessfullymanage,negotiateorrenew our distribution center leases, or we may experience complications with respect to our distribution centers, such as substantial damage to, or destruction of, such facilities due to natural disasters.In such an event, our other distribution centers may notbe able to support the resulting additional distribution demands and we may be unable to locate alternative persons or entities capable of fulfilling our distribution needs, resulting in an adverse effect on our ability to deliver inventory on a timely basis. The effective operation of our distribution centers may also be impacted by wage inflation, labor shortages and disruptions to the supply chain. Although we believe that our receiving and distribution processes are efficient and well positioned to support our current business and potential expansions, we cannot offer assurances that we have anticipated all of the changing demands that our expanding operations will impose

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on our receiving and distribution system or that events beyond our control will not result in delays in the delivery of merchandise to our stores, e-commerce consumers or wholesale customers.

Our success depends on our ability to retain senior management and recruit and retain other key associates.

Oursuccessdependsonourabilitytoattract,retainandmotivatequalifiedmanagement,administrative,productdevelopment, marketing and sales personnel to support existing operations and future growth.In addition, our ability to successfully integrate acquired businesses often depends on our ability to retain incumbent personnel, many of whom possess valuable institutional knowledge and operating experience.Competition for qualified personnel in the footwear industry is intense and we compete for these individuals with other companies that in many cases have superior financial and other resources. The loss of the services of any member of our senior management or key associates, the inability to attract and retain other qualified personnel or the inability to effectively transition positions could adversely affect the sales, design and production of our products as well as the implementation of our strategic initiatives.Management transitions may create uncertainty, and if we do not successfully manage the transition, it could be disruptive to our daily operations or impact public or market perception, which could negatively impact our ability to operate effectively and have an adverse impact on our business.

Our retail business depends on our ability to secure affordable and desirable leased locations.

The success of the retail business within our Famous Footwear and Brand Portfolio segments depends, in part, on our abilitytosecureaffordable,long-termleasesindesirablelocationsforourleasedretailfootwearstoresandtosecurerenewalsofsuch leases.As consumer shopping preferences have evolved, we continue to focus on opening stores in locations with a greater penetration of high-value consumers.No assurance can be given that we will be able to successfully negotiate lease renewals for existing stores or obtain acceptable terms for new stores in desirable locations.As a result, the number of consumers and financial performance of individual stores may decline and the average sales per square foot at our stores may be reduced.Further, the Company may not be able to renew some leases in the portfolio at the same favorable lease rates during renegotiation. This may result in impairments or lease termination charges that adversely impact our financial results. Due to the changing retail landscape, we may want to reduce the number ofretail store locations but may be unable to successfully exit lease agreements.

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Failure to successfully finalize our planned headquarters sale and relocation could result in unexpected expenditures and operational disruptions.

We have completed the sale of a portion of our headquarters campus in Clayton, Missouri and entered into an agreement to sell one remaining portion of the campus, while the other is being actively marketed.Should the sale of either of the remaining parcels not be completed, we may have to carry a portion of the campus property longer than intended and incur unexpected costs, or if comparable sales prices cannot be secured, we may have to recognize a loss on disposal, adversely impacting our financial results.

In addition, the build-out of our new leased headquarters could be delayed or cost more than expected, which could cause disruption to our business operations or negatively impact our financial results.

Damage to our reputation or brands may negatively impact our business.

Our ability to maintain our reputation is integral to the success of our business.Failure to maintain quality merchandise and quality customer service may damage our reputation.The consumer’s perception of us, our stores and our brands, whether justifiedornot,couldharmourreputation.Oursuccessdepends,inpart,onourabilitytokeepexistingconsumers,whilealso attracting new consumers, and a damaged reputation will hinder that ability.

In addition, the increased use of social media by us and our consumer has also increased the risk to our reputation.Negative commentary regarding us or the products we sell may be posted on social media at any time.Consumers value readily available information and may rely on negative commentary without regard to its accuracy.If we are unable to effectively manage social media, our reputation and consumer’s perception of our brands may be negatively impacted.

Our responsible business initiatives may result in increased scrutiny from stakeholders or regulators with respect to our responsible business goals and objectives.We may not be able to achieve those goals within the timelines established, or at all.Failure to successfully achieve our established goals may damage our reputation, or the reputation of our brands.Our reputation may also be damaged if we do not act, or are perceived by our consumers to not act, responsibly with respect to our impact on the environment or other social or governance matters.Damage to our brands and reputation could have a material adverse effect on our business, results of operations, financial position and cash flow.

A significant portion of our Famous Footwear sales are dependent on our Famous Footwear loyalty program, Famously You Rewards ("Rewards"), and any decrease in sales from Rewards could have a material adverse impact on our sales.

Rewards is a customer loyalty program that drives sales and traffic for the Famous Footwear segment. Rewards members earn points toward certificates for qualifying purchases. Upon reaching specified point values, members are issued a Rewards certificate, which may be redeemed for purchases at Famous Footwear. Approximately 77% of our 2025 sales within the Famous Footwear segment were generated by our Rewards members. If our Rewards members do not continue to shop at Famous Footwear, our sales may be adversely affected.

TAX, LEGAL, AND REGULATORY RISKS

Changes in tax laws may result in increased volatility in our effective tax rates.

Our financial results are significantly impacted by the effective tax rates of both our domestic and international operations. Future changes in tax laws could materially impact our effective tax rate. Other factors, such as changes in the mix of earnings in countries with differing statutory tax rates, changes in permitted deductions, interpretations, policies and treaties and the outcome of income tax audits in various jurisdictions, may result in higher taxes, lower profitability and increased volatility in our financial results.

In addition, changes in the tax laws of foreign jurisdictions may arise as a result of the Pillar Two (“Pillar Two”) Global Anti-Base Erosion model rules that were released by the Organization for Economic Cooperation and Development (OECD) in 2021. The OECD continues to release guidance and many countries are implementing legislation to adopt the rules, which became effective on January 1, 2024. In January 2026, the OECD announced that the U.S. multinational regime would be considered a side-by-side regime that should prevent U.S. companies from double taxation. Although we do not anticipate a material change to our tax provision as a result of Pillar Two, there can be no assurance that our effective tax rate or tax payments will not be adversely affected as countries independently amend their tax laws to adopt

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Pillar Two. We continue to evaluate the impact of Pillar Two as additional guidance becomes available; however, uncertainty remains regarding the timing and interpretation of the rules by the jurisdictions in which we operate.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBB Act”) was enacted into law. The OBBB Act includes a broad range of tax reform provisions, including allowing accelerated tax deductions for qualified property and immediate deduction of domestic research and development costs. The OBBB Act also modifies some of the international tax rules. We are in the process of evaluating the impact of certain provisions of the OBBB Act on our consolidated financial statements, but the provisions are not expected to have a material impact on the Company’s income tax provision.

Our commitments and shareholder expectations relating to responsible business initiatives may expose us to liabilities, increased costs, reputational harm, and other adverse effects on our business.

We continue to be focused on responsible business initiatives relating to our business, including greenhouse gas emissions, humanandcivilrightsandtalentmanagement.Newlawsandregulationsintheseareas,includingthosepassedbytheStateof California, will be required to be adopted, and may be passed by other states or regulatory agencies.The criteria used by regulators and other relevant stakeholders to evaluate our responsible business initiative practices, capabilities, and performancemaychangerapidly,whichineachcasecouldrequireustoundertakecostlyinitiativesoroperationalchanges.In addition, the requirements may not be uniform across jurisdictions, which may result in increased complexity and cost to become or remain compliant. Further, international expansion into Europe and China resulting from the Stuart Weitzman footprint in those areas present new exposure to responsible business initiative regulations. For example, collection and assurance of responsible business initiative data and developing and acting on such initiatives can be costly, difficult and time consuming and is subject to evolving reporting standards, including climate- and nature-related disclosure requirements and the EU’s disclosure regulations set forth in the Corporate Sustainability Directive (“CSRD”), and similar proposals and laws by other domestic and international regulatory bodies. Non-compliance with these rules or standards or a failure to address regulator, stakeholder and societal expectations may result in potential cost increases, litigation, fines, penalties, production and sales restrictions, brand or reputational damage, loss of customers, suppliers and commercial partners, failure to retain and attract talent, lower valuation and higher investor activism activities. Managing these considerations and implementing these goals and initiatives involves risks and uncertainties, including increased costs, and often depends on third-party performance or data that isoutside our control. We cannot guarantee that we will achieve our announced responsible business initiatives, satisfy all stakeholder expectations, or that the benefits of implementing or achieving these goals and initiatives will not surpass their projected costs.Any failure, or perceived failure, to achieve responsible business initiatives, as well as to manage associated risks, adhere to public statements, comply with federal, state or international laws and regulations or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us and materially adversely affect our business, reputation, results of operations, financial condition and stock price.

Our business, sales and brand value could be harmed by violations of labor, trade or other laws.

We focus on doing business with those suppliers who share our commitment to responsible business practices and the principles set forth in our Production Code of Conduct (the “PCOC”). By requiring our suppliers to comply with the PCOC, we encourage our suppliers to promote best practices and work toward continual improvement throughout their production operations. The PCOC sets forth standards for working conditions and other matters, including compliance with applicable labor practices, workplace environment and compliance with laws. Although we promote ethical business practices, we do not control our suppliers or their labor practices. A failure by any of our suppliers to adhere to these standards or laws could cause us to incur additional costs for our products or cause negative publicity and harm our business and reputation. We also require our suppliers to meet our standards for product safety, including compliance with applicable laws and standards with respect to safety issues, including lead content in paint. Failure by any of our suppliers to adhere to product safety standards could lead to a product recall, which may result in critical media coverage, harm our business and reputation, and cause us to incur additional costs.

In addition, if we, or our suppliers or international manufacturers, violate United States or international trade laws or regulations, we may be subject to additional duties, significant monetary penalties, the seizure and forfeiture of the products we are attempting to import or the loss of our import privileges. Possible violations of United States or international laws or regulations could include inadequate recordkeeping of our imported products, misstatements or errors as to the origin, classification, marketing or valuation of our imported products, fraudulent visas or labor violations. The

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effects of these factors could render our conduct of business in a particular country undesirable or impractical and have a negative impact on our operating results.

Our reputation and competitive position are dependent on our ability to license well-recognized brands, license our own brands under successful licensing arrangements and protect our intellectual property rights.

Licenses - Company as Licensee

Although we own most of our wholesale brands, we also rely on our ability to attract, retain and maintain good relationships with licensors that have strong, well-recognized brands and trade names. Our license agreements are generally for an initial term of two to four years, subject to renewal, and there can be no assurance that we will be able to renew these licenses. Even our longer-term or renewable licenses are typically dependent upon our ability to market and sell the licensed products at specified levels, and the failure to meet such levels may result in the termination or non-renewal of such licenses. Furthermore, many of our license agreements require minimum royalty payments, and if we are unable to generate sufficient sales and profitability to cover these minimum royalty requirements, we may be required to make additional payments to the licensors that could have a material adverse effect on our business and results of operations. In addition, because certain of our license agreements are non-exclusive, new or existing competitors may obtain licenses with overlapping product or geographic terms, resulting in increased competition for a particular market.

Licenses - Company as Licensor

We have entered into numerous license agreements with respect to the brands and trade names that we own. While we have significant control over our licensees’ products and advertising, we generally cannot control their operational and financial issues. If our licensees are not able to meet annual sales and royalty goals, obtain financing, manage their supply chain, control quality and maintain positive relationships with their customers, our business, results of operations and financial position may be adversely affected. While we would likely have the ability to terminate an underperforming license, it may be difficult and costly to locate an acceptable substitute distributor or licensee, and we may experience a disruption in our sales and brand visibility. In addition, although many of our license agreements prohibit the licensees from entering into licensing arrangements with certain of our competitors, they are generally not prohibited from offering, under other brands, the types of products covered by their license agreements with us.

Trademarks

We believe that our trademarks and trade names are important to our success and competitive position because they create a market for our products and distinguish our products from other products. We cannot, however, guarantee that we will be able to secure protection for our intellectual property in the future or that such protection will be adequate for future operations. Furthermore, we face the risk of ineffective protection of intellectual property rights in jurisdictions where we source and distribute our products, some of which do not protect intellectual property rights to the same extent as the United States. If we are unsuccessful in challenging a party’s products on the basis of infringement of our intellectual property rights, continued sales of these products could adversely affect our sales, devalue our brands and result in a shift in consumer preference away from our products. We may face significant expenses and liability in connection with the protection of our intellectual property rights, and if we are unable to successfully protect our rights or resolve intellectual property conflicts with others, our business or financial condition could be adversely affected.

We are subject to periodic litigation and other regulatory proceedings, which could result in the unexpected expenditure of time and resources.

We are a defendant from time to time in lawsuits and regulatory actions (including environmental matters) relating to our business and to our past operations. Due to the inherent uncertainties of litigation and regulatory proceedings, we cannot accurately predict the ultimate outcome of any such proceedings. An unfavorable outcome could have a material adverse impact on our business, financial condition and results of operations. In addition, regardless of the outcome of any litigation or regulatory proceedings, such proceedings are expensive and will require that we devote substantial resources and executive time to defend, thereby diverting management’s attention and resources that are needed to successfully run our business. See Item 3, Legal Proceedings, for further discussion of pending matters.

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LIQUIDITY RISKS

Our business, results of operations, financial condition and cash flows could be adversely affected by the failure of financial institutions to fulfill their commitments under our Credit Agreement.

The Seventh Amendment to the Fourth Amended and Restated Credit Agreement (the “Credit Agreement”), which matures on June 27, 2030, is provided by a syndicate of financial institutions, with each institution agreeing severally (and not jointly) to make revolving credit loans to us in an aggregate amount of up to $700.0 million in accordance with the terms of the Credit Agreement.In addition, the CreditAgreement provides for an increase at the Company’s option by up to $250.0 million.If one or more of the financial institutions participating in the Credit Agreement were to default on its obligation to fund its commitment, the portion of the facility provided by such defaulting financial institution may not be available to us.In addition, as of January 31, 2026, total borrowing availability under the Credit Agreement was $207.7 million.Failure to meet our debt covenantsunder the Credit Agreement may require the Company to seek waivers or amendments of the debt covenants, alternative or additional sources of financing or reduce expenditures.In addition, borrowings under our Credit Agreement bear interest at varying rates based on either the secured overnight financing rate or the prime rate, plus a spread.As a result, increases in interest rates, such as those we have recently experienced, could require a greater portion of our cash flow to be used to pay interest, which will negatively impact our net income and cash flow fromoperations.

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ITEM 1BUNRESOLVED STAFF COMMENTS

There are no unresolved written comments that were received from the SEC staff 180 days or more before the end of our fiscal year relating to our periodic or current reports under the Securities Exchange Act of 1934, as amended.

ITEM 1CCYBERSECURITY

Risk Management and Strategy

We are committed to protecting our customer and employee data. We employ a defense-in-depth cybersecurity strategy leveraging industry frameworks that feature a prioritized set of robust controls that encompass people, processes and technologies. Our Chief Information Officer (“CIO”) is responsible for the execution of our cybersecurity strategy. Our CIO has over 25 years of retail industry experience developing and implementing information technology strategies and leading cybersecurity programs. The CIO is supported by a team of highly qualified professionals, many of which hold cybersecurity certifications.

The Company’s cybersecurity policies, standards and processes are integrated into the Company’s overall risk management program, and cybersecurity risks are regularly evaluated in the context of material risks to the Company. We regularly engage with outside experts to assess the maturity of our organizational security program and to inform our short- and long-term cybersecurity strategy.

We maintain a comprehensive cybersecurity program designed to protect the confidentiality, integrity, and availability of our data, systems and networks. Our security framework is based on a defense-in-depth strategy, employing multiple layers of security controls to mitigate risks associated with cyber threats. Key components of the Information Security Program include:

We leverage our information sharing relationship with the Federal Bureau of Investigation, Cybersecurity and Infrastructure Agency and local law enforcement, as well as additional threat intelligence information, to continuously assess and enhance our cybersecurity posture to address emerging threats and minimize potential impacts on our operations, customers and stakeholders.

Governance

The Audit Committee of our Board of Directors is responsible for oversight of our cybersecurity program. In addition, the Technology and Digital Commerce Committee assists the Board of Directors with its oversight responsibilities regarding the role of technology, data, digital commerce and the Company’s ability to understand and connect with its consumers in executing the Company’s strategies, business plans and operational requirements.

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On a quarterly basis, our CIO updates the Audit Committee on the Company’s cybersecurity program, including, among other items, actual events or incidents, results of vulnerability assessments and penetration testing.

We continue to invest in cybersecurity and adapt our internal controls and processes to respond to cybersecurity risks. Cybersecurity threats, including those as a result of any previous cybersecurity incidents, have not materially affected our business strategy, results of operations or financial condition. For a discussion of how cybersecurity risks have affected or are reasonably likely to materially affect the Company, refer to Item 1A, Risk Factors.

ITEM 2PROPERTIES

We own a portion of our principal executive, sales and administrative offices located in Clayton (“St. Louis”), Missouri.

Our retail operations, included in both our Famous Footwear and Brand Portfolio segments, are conducted throughout the United States, Canada, East and Southeast Asia and Guam and involve the operation of 1,009 retail stores. All store locations, excluding our Perth, Ontario outlet center, are leased, with approximately 28% of them having renewal options. The footwear sold through our domestic wholesale business is primarily processed through our leased distribution centers in Chino, California and Lebanon, Tennessee.

The following table summarizes the location and general use of the Company’s primary properties:

Location Owned/Leased Segment Use

Chino, California (2) Leased Brand Portfolio Distribution centers

Lebec, California (4) Leased Famous Footwear Distribution center

New York, New York Leased Brand Portfolio Office space and showrooms

Novato, California Leased Brand Portfolio Office space

Elda, Spain Leased Brand Portfolio Office space and design space

Milan, Italy Leased Brand Portfolio Office space and showrooms

Dongguan, China Leased Brand Portfolio Office space and sample-making facility

Putian, China Leased Brand Portfolio Office space

Shanghai, China Leased Brand Portfolio Office space

Santiago, Dominican Republic Leased Brand Portfolio Manufacturing facility

Port Washington, Wisconsin Leased Brand Portfolio Land

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(3) This distribution center is approximately 540,000 square feet.

(4) This distribution center is approximately 350,000 square feet.

(5) This distribution center is approximately 150,000 square feet.

We also own a building in Denver, Colorado, which is leased to a third party, and undeveloped land in Colorado and New York. See Item 3, Legal Proceedings, for further discussion of certain of these properties.

ITEM 3LEGAL PROCEEDINGS

We are involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such ordinary course business proceedings and litigation currently pending will not have a material adverse effect on our results of operations or financial position.

Our prior operations included numerous manufacturing and other facilities for which we may have responsibility under various environmental laws to address conditions that may be identified in the future. We are involved in environmental remediation and ongoing compliance activities at several sites and have been notified that we are or may be a potentially responsible party at several other sites. We are remediating, under the oversight of Colorado authorities, contamination at and beneath our owned facility in Colorado (also known as the “Redfield” site) and groundwater and indoor air in residential neighborhoods adjacent to and near the property, which have been affected by solvents previously used at the site and surrounding facilities.

Refer to Note 17 to the consolidated financial statements for additional information related to the Redfield matter and other legal proceedings.

ITEM 4MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the trading symbol “CAL.” As of January 31, 2026, we had 3,649 shareholders of record.

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Issuer Purchases of Equity Securities

The following table provides information relating to our repurchases of common stock during the fourth quarter of 2025:

Total Number of Maximum Number

Shares Purchased of Shares that May

Total Number Average Price as Part of Yet Be

Fiscal of Shares Paid per Publicly Announced Purchased Under

Stock Performance Graph

The following performance graph compares the cumulative total return on our common stock with the cumulative total return of the following indices (i) the S&P© SmallCap 600 Stock Index and (ii) a peer group of companies believed to be engaged in similar business activities. Our peer group consists of Designer Brands, Inc., Genesco, Inc., Shoe Carnival, Inc., Steve Madden, Ltd., Wolverine World Wide, Inc., Skechers, U.S.A., Inc. was removed from our peer group index for all years presented as it is no longer a listed company.

Our fiscal year ends on the Saturday nearest to each January 31. Accordingly, share prices are as of the last business day in each fiscal year. The graph assumes that the value of the investment in our common stock and each index was $100 at February 1, 2020. The graph also assumes that all dividends were reinvested and that investments were held through January 31, 2026. These indices are included for comparative purposes only and do not necessarily reflect management’s opinion that such indices are an appropriate measure of the relative performance of the stock involved and are not intended to forecast or be indicative of possible future performance of the common stock.

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ITEM 6RESERVED

ITEM 7MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Business Overview

We are a global footwear company that operates retail shoe stores and e-commerce websites, and designs, develops, sources, manufactures and distributes footwear for people of all ages. Our mission is to inspire people to feel great...feet first. We offer retailers and consumers a diversified portfolio of leading footwear brands. Outfitted in our brands, customers can step confidently into every aspect of their lives. As both a retailer and a wholesaler, we have a perspective on the marketplace that enables us to serve consumers from different vantage points. We believe our diversified business model provides us with synergies by spanning consumer segments, categories and distribution channels. A combination of thoughtful planning and rigorous execution is key to our success in optimizing our business and portfolio of brands. Our business strategy is focused on accelerating growth in our Brand Portfolio segment, gaining market share and deepening connections with the millennial family in our Famous Footwear segment, leveraging our “One Caleres” capabilities to increase profitability, and delivering value for our shareholders.

Famous Footwear

Famous Footwear, which is one of America’s leading family–branded footwear retailers, was founded on a simple idea: that everyone deserves to feel the joy that comes from a new pair of shoes. Our Famous Footwear segment includes 821 Famous Footwear stores, famousfootwear.com and famousfootwear.ca in Canada. This North American footprint of

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mostly off-mall store locations is convenient for Famous Footwear’s target consumer, the millennial family. We seek to meet the needs of that millennial family and others by providing an assortment of trend-right, brand-name fashion, casual and athletic footwear at a great price.

During 2025, we continued to execute on our three-pronged strategy, which concentrates on merchandising, marketing and consumer experience. We remained focused on increasing the opportunity between Famous Footwear and the brands within our Brand Portfolio segment, such as Dr. Scholl’s Shoes, LifeStride, Naturalizer and Blowfish Malibu, among others. Vertical integration provides Famous Footwear with greater access to fashion products from brands that resonate with its consumer, as well as greater ability to be flexible with trends and offer better profit potential. We also have focused on offering the consumer a balanced assortment of fashion and athletic styles from well-known brands. We continued to tightly manage our inventory levels in 2025, optimizing SKU counts and amplifying key product trends and items to drive sales volume. We believe our kids category is a key competitive differentiator. With the millennial mom as our target consumer, we believe her primary purchase motivation is her kids and will prioritize these purchases, even with macroeconomic pressures. As a result, we continue to make the kids business a critical component of how our associates connect with our consumers, including ensuring every child finds the perfect style and fit.

We are leaning into our best brands from an inventory, marketing and store presence perspective. In addition, we continue to invest in enhancing our in-store shopping experience to deliver a more engaging and inspiring experience across the omnichannel. Our FLAIR (Famous Localized and Immersive Retail) store concept has been successful at driving sales growth and we plan to continue to transform stores to this enhanced consumer shopping experience in 2026. The FLAIR store concept highlights our leading assortment of trending brands and elevates those brands in an energetic and exciting manner.

Brand Portfolio

Our Brand Portfolio segment is consumer-focused and we believe our success is dependent upon our ability to strengthen consumers’ preference for our brands by offering compelling style, quality, differentiated brand promises and innovative marketing campaigns. The segment is comprised of the Sam Edelman, Vionic, Naturalizer, Allen Edmonds, Dr. Scholl’s Shoes, Stuart Weitzman, LifeStride, Franco Sarto, Rykä, Blowfish Malibu, Vince, and Veronica Beard brands. Through these brands, we offer our customers a diversified selection of footwear, each designed and targeted to a specific consumer segment within the marketplace. We are able to showcase many of our brands in our retail stores and online, leveraging our wholesale and retail platforms, sharing consumer insights across our businesses and testing new and innovative products. Our Brand Portfolio segment operates 85 retail stores in North America for our Allen Edmonds, Sam Edelman and Stuart Weitzman brands. This segment also includes our e-commerce businesses that sell our branded footwear direct to consumers. We also operate a joint venture, which expands our international presence by distributing our Sam Edelman and Naturalizer brands through e-commerce sites, 53 retail stores in East Asia with further distribution through 148 branded stores owned and operated by third parties through franchise agreements. The Brand Portfolio segment also includes 50 Stuart Weitzman retail store locations in East Asia.

Known Trends Impacting Our Business

Macroeconomic Environment

Macroeconomic factors continued to impact consumer discretionary spending and our financial results during 2025. Throughout the year, we experienced less consumer traffic in our Famous Footwear retail stores, resulting in lower net sales; however, this decline was offset by higher net sales in our Brand Portfolio segment driven by our acquisition of Stuart Weitzman in August 2025. Tariff volatility and the lack of clarity surrounding future trade policy developments also heightened uncertainty in the global economy. We source a majority of our products internationally. Following the executive orders on tariffs in early 2025, we acted quickly to adjust our country sourcing mix and took other actions to mitigate the tariff impact, such as negotiating price concessions with our factories and selectively raising prices. On February 20, 2026, the U.S. Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”). The availability of refunds related to such tariffs, as well as the potential impact of additional tariff actions, remain uncertain. Despite these actions, we continued to be subject to tariffs ranging from 19% to 50% and price increases from our vendors. While we believe that the structural changes we have implemented in the last few years, as well as our diversified model and operational discipline, enable the Company to drive value in a variety of market conditions, changes in macro-level spending trends, geopolitical conflicts and

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uncertainties and the impact of trade policy decisions may continue to adversely impact our financial results in the future. In the near-term, we are focused on the areas within our control, including optimizing our sourcing strategy. We believe our focus on cost control and our commitment to execute our clearly defined strategic initiatives have positioned us for sustainable, long-term growth.

Liquidity

Our liquidity position remains strong, with $29.8 million in cash and cash equivalents and excess availability on our revolving credit agreement of $207.7 million as of January 31, 2026. During 2025, borrowings on our revolving credit agreement increased by $77.0 million to $296.5 million, primarily driven by the acquisition of Stuart Weitzman on August 4, 2025. During 2026, we will continue to evaluate our capital allocation priorities in light of business performance and market conditions.

Financial Highlights

The following is a summary of the financial highlights for 2025 and 2024:

($ millions, except per share amounts) 2025 2024 Change (1)

Famous Footwear segment net sales $1,500.1 $1,556.5 ($56.4) (3.6) %

Famous Footwear comparable sales % change (2.3) % (1.3) % n/m n/m

Gross margin 43.0 % 44.9 % n/m n/m

Diluted (loss) earnings per share ($0.21) $3.09 ($3.30) (106.8) %

(1) n/m – not meaningful

The following items should be considered in evaluating the comparability of our 2025 and 2024 results:

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Financial Outlook

While 2025 was a challenging year marked by the impact of tariffs and a highly volatile retail environment, we made progress executing our strategic growth initiatives. We expect 2026 to be a build-back year as we begin to restore earnings power through initiatives that are already in place. Although the current geopolitical environment presents ongoing uncertainty, we remain focused on disciplined execution to improve financial performance and drive long-term value for our shareholders.

Metrics Used in the Evaluation of Our Business

The following are a couple of key metrics by which we evaluate our business and make strategic decisions:

Comparable sales

The comparable sales metric is a metric commonly used in the retail industry to evaluate the revenue generated for stores that have been open for more than a year, though many retailers may calculate the metric differently. Management uses the comparable sales metric as a measure of an individual store’s success to determine whether its sales performance is consistent with expectations. Our comparable sales metric is a daily-weighted calculation for the period, which includes sales for stores that have been open at least 13 months. In addition, in order to be included in the comparable sales metric, a store must be open in the current period as well as the corresponding day(s) of the comparable retail calendar in the prior year. Accordingly, closed stores (including temporary store closures) are excluded from the comparable sales metric for each day of the closure. Relocated stores are treated as new stores and therefore excluded from the calculation. E-commerce sales for those websites that function as an extension of a retail chain are included in the comparable sales calculation. We believe the comparable sales metric is useful to shareholders and investors in assessing the performance of our existing retail store locations with comparable prior year sales, separate from the impact of store openings or closures.

Sales per square foot

The sales per square foot metric is commonly used in the retail industry tomeasure the efficiency of a store’s sales based upon the square footage in a store. Management uses the sales per square foot metric in our Famous Footwear segment as a measure of an individual store’s success to determine whether it is performing consistent with expectations. The sales per square foot metric is calculated by dividing total retail store sales, excluding e-commerce sales, by the total square footage of the retail store base at the end of each month of the respective period.

Comparison of Financial Results

The following sections discuss the consolidated and segment results of our operations for the year ended January 31, 2026 compared to the year ended February 1, 2025. For a discussion of the results for the year ended February 1, 2025 compared to the year ended February 03, 2024, refer to Part II, Item 7 "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended February 1, 2025.

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CONSOLIDATED RESULTS

% of % of % of

Restructuring and other special charges, net 20.9 0.8 % 7.1 0.3 % 6.1 0.2 %

Other (expense) income, net (0.1) (0.0) % (0.7) 0.0 % 6.2 0.2 %

Income tax benefit (provision) 2.3 0.1 % (29.1) (1.1) % (9.5) (0.3) %

Net Sales

Net sales increased $35.2 million, or 1.3%, to $2,757.9 million in 2025, compared to $2,722.7 million last year. Net sales for our Brand Portfolio segment increased $90.0 million, or 7.3%, compared to 2024. The increase in Brand Portfolio net sales reflects the impact of the Stuart Weitzman acquisition on August 4, 2025, which contributed $102.2 million of net sales. Net sales for our Famous Footwear segment decreased $56.4 million, or 3.6%, compared to 2024 net sales reflecting less traffic. On a consolidated basis, our direct-to-consumer sales represented approximately 73% of total net sales in 2025 compared to 72% last year.

Gross Profit

Gross profit decreased $37.2 million, or 3.0%, to $1,184.8 million in 2025, compared to $1,222.0 million in 2024, primarily driven by lower net sales at our Famous Footwear segment. As a percentage of net sales, our gross profit rate decreased to 43.0% in 2025, compared to 44.9% in 2024, primarily driven by lower merchandise margins associated with the impact of tariffs, higher inventory markdowns, higher sales of lower margin product and incremental cost of goods sold of $15.4 million for the Stuart Weitzman fair value inventory step-up adjustment required for purchase accounting.

We classify warehousing, distribution, sourcing and other inventory procurement costs in selling and administrative expenses. Accordingly, our gross profit and selling and administrative expenses, as a percentage of net sales, may not be comparable to other companies.

Selling and Administrative Expenses

Selling and administrative expenses increased $92.5 million, or 8.7%, to $1,157.5 million in 2025, compared to $1,065.0 million last year. The increase was primarily due to expenses associated with our acquired Stuart Weitzman brand. We also experienced higher expenses associated with growth in our international business, higher facility costs, reflecting higher depreciation associated with the investment in Famous Footwear store renovations, including the FLAIR concept and higher store rent expense as leases are renewed. As a percentage of net sales, selling and administrative expenses increased to 42.0% in 2025, from 39.1% in 2024.

Restructuring and Other Special Charges, Net

During 2025, we incurred restructuring costs of $20.9 million ($15.8 million on an after-tax basis, or $0.47 per diluted share). The costs were primarily for legal, information technology and other related costs due to the acquisition and integration of Stuart Weitzman, which closed on August 4, 2025, and severance and other related costs with our expense reduction initiatives and a CFO transition. These costs were partially offset by a gain on the sale of a portion of our corporate headquarters in the fourth quarter of 2025. During 2024, we incurred restructuring and other special charges of $7.1 million ($5.3 million on an after-tax basis, or $0.15 per diluted share) associated with our expense reduction initiatives. Refer to further discussion of these charges in the Financial Highlights section above and Note 5 to the consolidated financial statements.

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Operating Earnings

Operating earnings decreased $143.5 million to $6.4 million in 2025, compared to $149.9 million last year, reflecting the factors described above. As a percentage of net sales, operating earnings were 0.3% in 2025, compared to 5.5% in 2024.

Interest Expense, Net

Interest expense, net increased $4.5 million, or 32.1%, to $18.5 million in 2025, compared to $14.0 million in 2024, reflecting higher average borrowings on our revolving credit facility. As discussed above, we used the revolving credit facility to fund the acquisition of Stuart Weitzman that closed on August 4, 2025. Refer to Note 12 to the consolidated financial statements for additional information related to our borrowings.

Other (Expense) Income, Net

Other expense was $0.1 million in 2025, compared to $0.7 million in 2024. During the fourth quarter of 2025, we incurred a Supplemental Executive Retirement Plan settlement charge of $0.9 million. During the fourth quarter of 2024, we incurred a pension settlement charge of $2.7 million associated with a lump sum buyout for certain participants in the domestic pension plan. During 2025, we also had a lower expected return on assets. Refer to Note 6 to the consolidated financial statements for additional information related to our retirement plans. The net pension income in 2025 and 2024 was offset by non-operating expenses associated with logistics services provided to a third party.

Income Tax Benefit (Provision)

Our consolidated effective tax rate was 19.2% in 2025, compared to 21.5% in 2024. During 2025, discrete tax items affected our effective tax rate, including $5.0 million of expense from valuation allowances, offset by tax benefits of $3.0 million attributable to the Macau foreign tax rate differential and $2.5 million related to the remaining transition tax on the mandatory deemed repatriation of cumulative foreign earnings. During 2024, our effective tax rate was impacted by discrete tax benefits of $1.1 million related to share-based compensation.

In 2021, the OECD released Pillar Two Global Anti-Base Erosion model rules, designed to ensure large corporations are taxed at a minimum rate of 15% in all countries of operation. The OECD continues to release guidance and countries are implementing legislation to adopt the rules, which became effective on January 1, 2024. In January 2026, the OECD announced that the U.S. multinational regime would be considered a side-by-side regime that should prevent U.S. companies from double taxation. We are continuing to evaluate the Pillar Two rules and their potential impact on future periods, but we do not expect the rules to have a material impact on our tax provision or effective tax rate.

Refer to Note 7 to the consolidated financial statements for additional information regarding income taxes.

Net (Loss) Earnings Attributable to Caleres, Inc.

Consolidated net losses attributable to Caleres, Inc. were $6.7 million in 2025, compared to net earnings of $107.3 million in 2024, reflecting the factors described above.

Geographic Results

We have both domestic and international operations. Domestic operations include the operation of our Famous Footwear and other branded retail footwear stores, the wholesale distribution of footwear to numerous retail consumers and the operation of our domestic e-commerce websites. International operations primarily consist of wholesale operations in East Asia, Canada and Europe, retail operations in Canada and East and Southeast Asia and the operation of our international e-commerce websites. In addition, we license certain of our trade names to third parties who distribute and/or operate retail locations internationally. The operations in East Asia include first-cost transactions, where footwear is sold at

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international ports to customers who then import the footwear into the United States and other countries. The breakdown of domestic and international net sales and earnings before income taxes is as follows:

(Loss)

Earnings Before Earnings Before Earnings Before

As a percentage of sales, the pre-tax profitability on international sales is higher than on domestic sales because of a lower cost structure and the inclusion of the unallocated corporate administrative and other costs within domestic earnings.

FAMOUS FOOTWEAR

% of % of % of

Key Metrics

Comparable sales % change (2.3) % (1.3) % (6.3) %

Comparable sales $ change $ (34.2) $ (20.5) $ (106.4)

Sales change from 53rd week $ — $ (18.2) $ 18.2

Square footage (thousand sq. ft.) 5,411 5,566 5,661

Stores opened 11 15 9

Stores closed 36 29 22

Ending stores 821 846 860

Net Sales

Net sales decreased $56.4 million, or 3.6%, to $1,500.1 million in 2025, compared to $1,556.5 million last year, reflecting soft consumer demand. Comparable sales decreased 2.3% in 2025 but improved each quarter throughout the year. While we experienced a decline in consumer traffic in our retail stores, our e-commerce business grew in 2025. We also experienced higher penetration of the e-commerce channel, with growth from 14% of net sales last year to 16% of net sales in 2025. We remain focused on maximizing the vertical integration opportunity between the Brand Portfolio and Famous Footwear segments, with Dr. Scholl’s Shoes, LifeStride, Naturalizer and Blowfish Malibu representing four of Famous Footwear’s top 20 best-selling footwear brands in 2025. In the second quarter of 2025, we launched the Jordan brand, both online and in our retail stores. The brand quickly rose to one of Famous Footwear’s top brands and was in the top 10 best-selling brands for the remainder of the year.

During 2025, we closed 25 stores on a net basis as we continued to focus on optimizing our store base. During 2025, we continued to enhance the consumer experience by converting 22 stores to the FLAIR (Famous Localized and Immersive Retail) concept. These stores continue to outperform our traditionally designed retail stores. In addition, we opened one

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new store with the FLAIR concept in 2025. We ended the year with a total of 57 FLAIR stores and anticipate investing in more store conversions in 2026.

Sales to members of our customer loyalty program, Famously You Rewards ("Rewards"), continue to account for a majority of the segment’s sales, with approximately 77% of net sales to loyalty program members in 2025, compared to 75% in 2024.

Gross Profit

Gross profit decreased $38.6 million, or 5.6%, to $648.0 million in 2025, compared to $686.6 million last year, primarily driven by lower net sales. As a percentage of net sales, our gross profit rate decreased to 43.2% in 2025, compared to 44.1% in 2024 driven by higher levels of promotional activity and clearance sales.

Selling and Administrative Expenses

Selling and administrative expenses increased $1.6 million, or 0.3%, to $600.5 million during 2025, compared to $598.9 million last year. The increase primarily reflects higher facilities costs, including depreciation expense associated with the investment Famous Footwear store renovations, including the FLAIR store concept, and higher salary and benefits expenses, partially offset by lower share-based compensation expense and lower warehouse and distribution costs. As a percentage of net sales, selling and administrative expenses increased to 40.0% in 2025 from 38.5% last year, reflecting the deleveraging of expenses on lower net sales.

Restructuring and Other Special Charges, Net

Restructuring and other special charges of $0.3 million were incurred for severance costs associated with our expense reduction initiatives during 2025. Restructuring and other special charges of $0.6 million were incurred in 2024 for severance costs.Refer to Note 5 to the consolidated financial statements for additional information related to these charges.

Operating Earnings

Operating earnings decreased $39.9 million to $47.2 million for 2025, compared to $87.1 million last year, primarily reflecting lower net sales and gross profit, as described above. As a percentage of net sales, operating earnings were 3.2% for 2025, compared to 5.6% last year.

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BRAND PORTFOLIO

% of % of % of

Key Metrics

Direct-to-consumer (% of net sales) (1) 39 % 34 % 34 %

Change in wholesale net sales ($) $ (26.4) $ (43.8) $ (67.6)

CAL US Equity

CAL · 10-K · period ended 2026-01-31

Item 1 Business 4

Item 1A Risk Factors 12

Item 1B Unresolved Staff Comments 24

Item 1C Cybersecurity 24

Item 2 Properties 25

Item 3 Legal Proceedings 26

Item 4 Mine Safety Disclosures 26

Item 6 Reserved 28

Item 7A Quantitative and Qualitative Disclosures About Market Risk 41

Item 8 Financial Statements and Supplementary Data 41

Item 9A Controls and Procedures 92

Item 9B Other Information 93

Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 93

Item 10 Directors, Executive Officers and Corporate Governance 93

Item 11 Executive Compensation 94

Item 14 Principal Accountant Fees and Services 95

Item 15 Exhibits and Financial Statement Schedules 96

CAL US Equity☆

CAL · 10-K · period ended 2026-01-31

Item 1 Business 4

Item 1A Risk Factors 12

Item 1B Unresolved Staff Comments 24

Item 1C Cybersecurity 24

Item 2 Properties 25

Item 3 Legal Proceedings 26

Item 4 Mine Safety Disclosures 26

Item 6 Reserved 28

Item 7A Quantitative and Qualitative Disclosures About Market Risk 41

Item 8 Financial Statements and Supplementary Data 41

Item 9A Controls and Procedures 92

Item 9B Other Information 93

Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 93

Item 10 Directors, Executive Officers and Corporate Governance 93

Item 11 Executive Compensation 94

Item 14 Principal Accountant Fees and Services 95

Item 15 Exhibits and Financial Statement Schedules 96

CAL US Equity