Hill Willis 4

What Happened Hill Willis, Chief Information Officer of Caleres (CAL), received a performance-based award of 4,733 shares on March 12, 2026 (grant/issuance). Concurrently, 2,335 shares were surrendered/withheld to cover tax liabilities at $9.52 per share, totaling $22,229. The award shares were issued at $0.00 acquisition price because they were a performance share payment rather than a market purchase.

Key Details

• Transaction date: 2026-03-12; Form 4 filed: 2026-03-16 (timely).
• Award (code A): 4,733 shares issued at $0.00.
• Tax withholding (code F): 2,335 shares disposed at $9.52 each = $22,229.
• Shares owned after transaction: not disclosed in the provided filing excerpt.
• Footnote: F1 — issuance pursuant to a performance share award covering fiscal years 2023–2025, approved by the Committee for Culture, Compensation and People on March 12, 2026.
• Filing timeliness: filing date matches the two-business-day reporting window (not marked late).

Context This was a compensatory issuance of performance shares, not an open-market purchase or investment by the insider. The withholding of shares to satisfy tax obligations is a routine administrative step and should not be read as a directional buy/sell signal. Performance-share awards reflect prior-period performance criteria and board/committee approval.