UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the quarterly period ended ~~November~~May 12, ~~2025~~2026
☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the transition period from _____________ to _____________

Commission file number: 1-2191


CALERES, INC.
(Exact name of registrant as specified in its charter)

New York	43-0197190
(State or other jurisdiction	(IRS Employer Identification Number)
of incorporation or organization)

8300 Maryland Avenue	63105
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:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock - par value of $0.01 per share	CAL	New York Stock Exchange

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 an 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:

Large accelerated filer ☑☐ Accelerated filer ☐☑ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

As of ~~November~~May 2829, ~~2025~~2026, 33,~~895~~589,~~562~~744 common shares were outstanding.

Table of Contents

INDEX

PART I		Page
Item 1	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Earnings	4
	Condensed Consolidated Statements of Comprehensive Income	5
	Condensed Consolidated Statements of Cash Flows	6
	Condensed Consolidated Statements of Shareholders’ Equity	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3128
Item 3	Quantitative and Qualitative Disclosures About Market Risk	4137
Item 4	Controls and Procedures	4137
PART II		4237
Item 1	Legal Proceedings	4237
Item 1A	Risk Factors	4238
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	4338
Item 3	Defaults Upon Senior Securities	4338
Item 4	Mine Safety Disclosures	4338
Item 5	Other Information	4339
Item 6	Exhibits	4540
	Signature	4641

Table of Contents

PART IFINANCIAL INFORMATION

ITEM 1FINANCIAL STATEMENTS

CALERES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	(Unaudited)
($ thousands)	~~November~~May 12, ~~2025~~2026		~~November~~May 23, ~~2024~~2025		~~February~~January 131, ~~2025~~2026
Assets
Current assets:
Cash and cash equivalents	$	3337,~~963~~737	$	33,~~685~~139	$	29,~~636~~769
Receivables, net		~~180~~173,~~842~~912		~~176~~160,~~080~~433		~~155~~147,~~905~~216
Inventories, net		~~678~~609,~~214~~102		~~585~~573,~~877~~615		~~565~~610,~~241~~471
Income taxes		84,~~053~~455		64,~~404~~675		135,~~668~~442
Property and equipment, held for sale		~~16,777~~—		16,777		~~16,777~~—
Prepaid expenses and other current assets		6387,~~161~~392		5157,~~484~~753		5569,~~282~~876
Total current assets		~~981~~912,~~010~~598		~~870~~846,~~307~~392		~~836~~862,~~509~~774

Prepaid pension costs		86,543		79,452		85,289
Prepaid pension costs		81,455		78,799		78,463
Lease right-of-use assets		571,812		559,713		562,327
Lease right-of-use assets		573,318		589,141		564,330
Property and equipment, net		201,691		185,069		202,939
Property and equipment, net		191,071		176,428		175,213
Deferred income taxes		5,621		5,193		5,603
Deferred income taxes		5,149		4,176		4,826
Goodwill and intangible assets, net		201,884		189,515		204,147
Goodwill and intangible assets, net		203,155		195,033		192,274
Other assets		41,937		42,362		42,711
Other assets		43,764		42,055		43,139
Total assets	$	2,022,086	$	1,907,696	$	1,965,790
Total assets	$	2,078,922	$	1,955,939	$	1,894,754


Liabilities and Equity
Liabilities and Equity
Current liabilities:
Current liabilities:
Borrowings under revolving credit agreement	$	347,500	$	258,500	$	296,500
Borrowings under revolving credit agreement	$	355,000	$	238,500	$	219,500
Trade accounts payable		190,514		212,514		191,150
Trade accounts payable		214,651		258,258		237,038
Income taxes		14,022		8,746		8,049
Income taxes		14,923		18,054		6,425
Lease obligations		126,715		118,781		127,034
Lease obligations		126,132		117,523		127,522
Other accrued expenses		204,483		171,715		222,807
Other accrued expenses		213,564		174,095		167,448
Total current liabilities		883,234		770,256		845,540
Total current liabilities		924,270		806,430		757,933
Other liabilities:
Other liabilities:
Noncurrent lease obligations		475,069		472,981		467,597
Noncurrent lease obligations		479,971		506,336		479,524
Deferred income taxes		28,235		32,146		27,909
Income taxes		—		2,464		2,464
Other liabilities		16,176		19,409		15,788
Deferred income taxes		32,763		12,683		31,772
Total other liabilities		519,480		524,536		511,294
Other liabilities		16,588		21,720		17,112
Equity:
Total other liabilities		529,322		543,203		530,872
Common Stock		334		338		338
Equity:
Additional paid-in capital		199,545		190,091		198,880
Common stock		339		336		336
Accumulated other comprehensive loss		(17,815)		(27,173)		(18,576)
Additional paid-in capital		196,784		186,924		190,320
Retained earnings		430,012		441,923		421,209
Accumulated other comprehensive loss		(26,652)		(28,779)		(34,022)
Total Caleres, Inc. shareholders’ equity		612,076		605,179		601,851
Retained earnings		446,280		439,803		442,390
Noncontrolling interests		7,296		7,725		7,105
Total Caleres, Inc. shareholders’ equity		616,751		598,284		599,024
Total equity		619,372		612,904		608,956
Noncontrolling interests		8,579		8,022		6,925
Total liabilities and equity	$	2,022,086	$	1,907,696	$	1,965,790
Total equity		625,330		606,306		605,949
Total liabilities and equity	$	2,078,922	$	1,955,939	$	1,894,754

See notes to condensed consolidated financial statements.

Table of Contents

CALERES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

Thirteen Weeks Ended

~~Thirty-Nine Weeks Ended~~

($ thousands, except per share amounts)

~~November~~May 12, ~~2025~~2026

~~November~~May 23, ~~2024~~2025

~~November 1, 2025~~

~~November 2, 2024~~

Net sales

~~790~~666,~~051~~599

~~740~~614,~~941~~221

~~2,062,791~~

~~2,083,456~~

Cost of goods sold

~~460~~351,~~102~~127

~~413~~335,~~981~~527

~~1,168,353~~

~~1,136,522~~

Gross profit

~~329~~315,~~949~~472

~~326~~278,~~960~~694

~~894,438~~

~~946,934~~

Selling and administrative expenses

~~311~~293,~~276~~729

~~268~~266,~~669~~483

~~847,506~~

~~803,355~~

Restructuring and other special charges, net

6(2,~~705~~126)

~~1,593~~627

~~14,088~~

~~1,593~~

Operating earnings

1123,~~968~~869

5611,~~698~~584

~~32,844~~

~~141,986~~

Interest expense, net

(54,~~495~~682)

(23,~~914~~795)

~~(13,786)~~

~~(10,025)~~

Other (expense) income, net

(310)

1,367

2,202

Other income, net

1,166

686

Earnings before income taxes

620,~~163~~353

538,~~818~~475

~~20,425~~

~~134,163~~

Income tax provision

(46,~~729~~603)

(122,~~699~~529)

~~(5,985)~~

~~(31,973)~~

Net earnings

113,~~434~~750

415,~~119~~946

~~14,440~~

~~102,190~~

Net loss attributable to noncontrolling interests

(~~952~~527)

(~~308~~997)

~~(1,602)~~

~~(135)~~

Net earnings attributable to Caleres, Inc.

214,~~386~~277

416,~~427~~943

~~16,042~~

~~102,325~~

Basic earnings per common share attributable to Caleres, Inc. shareholders

0.0742

10.2021

~~0.47~~

~~2.93~~

Diluted earnings per common share attributable to Caleres, Inc. shareholders

0.0742

10.1921

~~0.47~~

~~2.92~~

See notes to condensed consolidated financial statements.

Table of Contents

CALERES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	(Unaudited)
	Thirteen Weeks Ended				~~Thirty-Nine Weeks Ended~~
($ thousands)	~~November~~May 12, ~~2025~~2026		~~November~~May 23, ~~2024~~2025		~~November 1, 2025~~		~~November 2, 2024~~
Net earnings	$	113,~~434~~750	$	415,~~119~~946	$	~~14,440~~	$	~~102,190~~
Other comprehensive income ("OCI"), net of tax:
Other comprehensive income, net of tax:
Foreign currency translation adjustment		8(454)		~~(506)~~5,808		~~4,817~~		~~2,112~~
Pension and other postretirement benefits adjustments		1,~~053~~083		1,~~108~~088		~~3,159~~		~~3,331~~
Other comprehensive earnings, net of tax		1,061		602		7,976		5,443
Other comprehensive income, net of tax		629		6,896
Comprehensive income		214,~~495~~379		4112,~~721~~842		~~22,416~~		~~107,633~~
Comprehensive loss attributable to noncontrolling interests		(~~469~~659)		(~~400~~950)		~~(996)~~		~~(417)~~
Comprehensive income attributable to Caleres, Inc.	$	215,~~964~~038	$	4213,~~121~~792	$	~~23,412~~	$	~~108,050~~

See notes to condensed consolidated financial statements.

Table of Contents

CALERES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	(Unaudited)
	~~Thirty-Nine~~Thirteen Weeks Ended
($ thousands)	~~November~~May 12, ~~2025~~2026		~~November~~May 23, ~~2024~~2025
Operating Activities
Net earnings	$	1413,~~440~~750	$	~~102~~5,~~190~~946
Adjustments to reconcile net earnings to net cash provided by operating activities:
Adjustments to reconcile net earnings to net cash used for operating activities:
Depreciation		3512,~~081~~071		2910,~~456~~770
Amortization of capitalized software		31,~~711~~242		31,~~939~~255
Amortization of intangible assets		82,~~435~~871		82,~~277~~759
Amortization of debt issuance costs		~~362~~171		~~305~~102
Loss on early extinguishment of debt		52		—
Share-based compensation expense		2,747		2,843
Share-based compensation expense		10,045		11,293
Gain on disposal of property and equipment		(3,337)		(240)
Loss on disposal of property and equipment		313		74
Impairment charges for property, equipment, and lease right-of-use assets		290		277
Impairment charges for property, equipment, and lease right-of-use assets		1,350		1,340
Adjustment to expected credit losses		476		1,969
Adjustment to expected credit losses		4,666		(279)
Deferred income taxes		326		7
Deferred income taxes		668		1,372
Changes in operating assets and liabilities:
Receivables		(1435,~~449~~299)		(355,~~556~~620)
Inventories		(271,~~736~~630)		(4510,~~879~~032)
Prepaid expenses and other current and noncurrent assets		5(8,~~958~~655)		(32,~~350~~346)
Trade accounts payable		(~~28,315~~693)		6(24,~~499~~933)
Accrued expenses and other liabilities		12(17,~~807~~230)		(211,~~204~~759)
Income taxes, net		116,~~648~~939		1411,~~670~~275
Other, net		(1,~~418~~818)		2,~~708~~070
Net cash provided by operating activities		40,454		75,855
Net cash used for operating activities		(27,779)		(5,657)

Investing Activities
Purchases of property and equipment		(4411,~~071~~193)		(3820,~~410~~542)
Capitalized software		(2,738)		(1,918)
Proceeds from sale of headquarters		3,951		—
Acquisition of Stuart Weitzman, net of cash received		(108,858)		—
Capitalized software		(1,080)		(604)
Net cash used for investing activities		(155,667)		(40,328)
Adjustment to acquisition of Stuart Weitzman		(307)		—
Net cash used for investing activities		(8,629)		(21,146)

Financing Activities
Borrowings under revolving credit agreement		~~748~~125,~~500~~250		~~537~~135,~~368~~500
Repayments under revolving credit agreement		(~~613~~74,~~000~~250)		(~~480~~96,~~868~~500)
Debt issuance costs		(2,920)		—
Dividends paid		(2,354)		(2,362)
Dividends paid		(7,104)		(7,342)
Acquisition of treasury stock		(3,123)		(5,044)
Acquisition of treasury stock		(5,051)		(65,039)
Issuance of common stock under share-based plans, net		(2,083)		(3,067)
Issuance of common stock under share-based plans, net		(3,575)		(8,820)
Contributions by noncontrolling interests		850		1,750
Contributions by noncontrolling interests		2,650		1,500
Net cash provided by financing activities		44,290		30,277
Net cash provided by (used for) financing activities		119,500		(23,201)
Effect of exchange rate changes on cash and cash equivalents		86		29
Effect of exchange rate changes on cash and cash equivalents		40		1
Increase in cash and cash equivalents		7,968		3,503
Increase in cash and cash equivalents		4,327		12,327
Cash and cash equivalents at beginning of period		29,769		29,636
Cash and cash equivalents at beginning of period		29,636		21,358
Cash and cash equivalents at end of period	$	37,737	$	33,139
Cash and cash equivalents at end of period	$	33,963	$	33,685

See notes to condensed consolidated financial statements.

Table of Contents

CALERES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY


						Accumulated				Total
						Other				Caleres, Inc.
(Unaudited)	Common Stock			Additional		Comprehensive		Retained		Shareholders’		Noncontrolling
($ thousands, except number of shares and per share amounts)	Shares	Dollars		Paid-In Capital		Loss		Earnings		Equity		Interests		Total Equity
BALANCE AUGUST 2, 2025	33,845,542	$	338	$	193,912	$	(27,230)	$	446,276	$	613,296	$	8,648	$	621,944
Net earnings (loss)									2,386		2,386		(952)		1,434
Foreign currency translation adjustment							(475)				(475)		483		8
Pension and other postretirement benefits adjustments, net of tax of $365							1,053				1,053				1,053
Comprehensive income (loss)							578		2,386		2,964		(469)		2,495
Contributions by noncontrolling interests											—		400		400
Dividends ($0.07 per share)									(2,375)		(2,375)				(2,375)
Acquisition of treasury stock	—		—						(7)		(7)				(7)
Issuance of common stock under share-based plans, net	56,087		1		(245)						(244)				(244)
Share-based compensation expense					3,117						3,117				3,117
BALANCE NOVEMBER 1, 2025	33,901,629	$	339	$	196,784	$	(26,652)	$	446,280	$	616,751	$	8,579	$	625,330

BALANCE AUGUST 3, 2024	35,135,870	$	351	$	183,922	$	(29,473)	$	451,262	$	606,062	$	7,422	$	613,484
Net earnings (loss)									41,427		41,427		(308)		41,119
Foreign currency translation adjustment							(414)				(414)		(92)		(506)
Pension and other postretirement benefits adjustments, net of tax of $383							1,108				1,108				1,108
Comprehensive income (loss)							694		41,427		42,121		(400)		41,721
Contributions by noncontrolling interests											—		1,000		1,000
Dividends ($0.07 per share)									(2,443)		(2,443)				(2,443)
Acquisition of treasury stock	(1,522,324)		(15)						(50,443)		(50,458)				(50,458)
Issuance of common stock under share-based plans, net	20,699		0		(363)						(363)				(363)
Share-based compensation expense					3,365						3,365				3,365
BALANCE NOVEMBER 2, 2024	33,634,245	$	336	$	186,924	$	(28,779)	$	439,803	$	598,284	$	8,022	$	606,306


						Accumulated				Total
						Other				Caleres, Inc.
(Unaudited)	Common Stock			Additional		Comprehensive		Retained		Shareholders’		Noncontrolling
($ thousands, except number of shares and per share amounts)	Shares	Dollars		Paid-In Capital		Loss		Earnings		Equity		Interests		Total Equity
BALANCE JANUARY 31, 2026	33,850,012	$	338	$	198,880	$	(18,576)	$	421,209	$	601,851	$	7,105	$	608,956
Net earnings (loss)									14,277		14,277		(527)		13,750
Foreign currency translation adjustment							(322)				(322)		(132)		(454)
Pension and other postretirement benefits adjustments, net of tax of $375							1,083				1,083				1,083
Comprehensive income (loss)							761		14,277		15,038		(659)		14,379
Contributions by noncontrolling interests											—		850		850
Dividends ($0.07 per share)									(2,354)		(2,354)				(2,354)
Acquisition of treasury stock	(250,000)		(3)						(3,120)		(3,123)				(3,123)
Issuance of common stock under share-based plans, net	(118,147)		(1)		(2,082)						(2,083)				(2,083)
Share-based compensation expense					2,747						2,747				2,747
BALANCE MAY 2, 2026	33,481,865	$	334	$	199,545	$	(17,815)	$	430,012	$	612,076	$	7,296	$	619,372

FEBRUARY 1, 2025	33,631,764	$	336	$	190,320	$	(34,022)	$	442,390	$	599,024	$	6,925	$	605,949
Net earnings (loss)									6,943		6,943		(997)		5,946
Foreign currency translation adjustment							5,761				5,761		47		5,808
Pension and other postretirement benefits adjustments, net of tax of $376							1,088				1,088				1,088
Comprehensive income (loss)							6,849		6,943		13,792		(950)		12,842
Contributions by noncontrolling interests											—		1,750		1,750
Dividends ($0.07 per share)									(2,362)		(2,362)				(2,362)
Acquisition of treasury stock	(300,000)		(3)						(5,048)		(5,051)				(5,051)
Issuance of common stock under share-based plans, net	483,778		5		(3,072)						(3,067)				(3,067)
Share-based compensation expense					2,843						2,843				2,843
BALANCE MAY 3, 2025	33,815,542	$	338	$	190,091	$	(27,173)	$	441,923	$	605,179	$	7,725	$	612,904


						Accumulated
						Other				Total Caleres, Inc.
(Unaudited)	Common Stock			Additional		Comprehensive		Retained		Shareholders’		Noncontrolling
($ thousands, except number of shares and per share amounts)	Shares	Dollars		Paid-In Capital		Loss		Earnings		Equity		Interests		Total Equity
BALANCE FEBRUARY 1, 2025	33,631,764	$	336	$	190,320	$	(34,022)	$	442,390	$	599,024	$	6,925	$	605,949
Net earnings (loss)									16,042		16,042		(1,602)		14,440
Foreign currency translation adjustment							4,211				4,211		606		4,817
Pension and other postretirement benefits adjustments, net of tax of $1,095							3,159				3,159				3,159
Comprehensive income (loss)							7,370		16,042		23,412		(996)		22,416
Contributions by noncontrolling interests											—		2,650		2,650
Dividends ($0.21 per share)									(7,104)		(7,104)				(7,104)
Acquisition of treasury stock	(300,000)		(3)						(5,048)		(5,051)				(5,051)
Issuance of common stock under share-based plans, net	569,865		6		(3,581)						(3,575)				(3,575)
Share-based compensation expense					10,045						10,045				10,045
BALANCE NOVEMBER 1, 2025	33,901,629	$	339	$	196,784	$	(26,652)	$	446,280	$	616,751	$	8,579	$	625,330

BALANCE FEBRUARY 3, 2024	35,490,019	$	355	$	184,451	$	(34,504)	$	410,329	$	560,631	$	6,939	$	567,570
Net earnings									102,325		102,325		(135)		102,190
Foreign currency translation adjustment							2,394				2,394		(282)		2,112
Pension and other postretirement benefits adjustments, net of tax of $1,154							3,331				3,331				3,331
Comprehensive income (loss)							5,725		102,325		108,050		(417)		107,633
Contributions by noncontrolling interests											—		1,500		1,500
Dividends ($0.21 per share)									(7,342)		(7,342)				(7,342)
Acquisition of treasury stock	(1,938,324)		(19)						(65,509)		(65,528)				(65,528)
Issuance of common stock under share-based plans, net	82,550		—		(8,820)						(8,820)				(8,820)
Share-based compensation expense					11,293						11,293				11,293
BALANCE NOVEMBER 2, 2024	33,634,245	$	336	$	186,924	$	(28,779)	$	439,803	$	598,284	$	8,022	$	606,306

See notes to condensed consolidated financial statements.

Table of Contents

CALERES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 Basis of Presentation and General

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of the United States Securities and Exchange Commission (“SEC”) and reflect all adjustments and accruals of a normal recurring nature, which management believes are necessary to present fairly the financial position, results of operations, comprehensive income and cash flows of Caleres, Inc. ("the Company"). These statements, however, do not include all information and footnotes necessary for a complete presentation of the Company’s consolidated financial position, results of operations, comprehensive income and cash flows in conformity with ~~accounting principles~~ generally accepted accounting principles in the United States (“GAAP”). The condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries, after the elimination of intercompany accounts and transactions.

The Company’s 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, the Company has experienced more equal distribution among the quarters in recent years. Interim results may not necessarily be indicative of results which may be expected for any other interim period or for the year as a whole.

The accompanying condensed consolidated financial statements and footnotes should be read in conjunction with the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended ~~February~~January 131, ~~2025~~2026.

Certain prior period amounts in the notes to the consolidated financial statements have been reclassified to the current period presentation. These reclassifications did not affect net earnings attributable to Caleres, Inc.

Use of Estimates

The preparation of financial statements in conformity with ~~generally accepted accounting principles (“~~GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Noncontrolling Interests

Noncontrolling interests in the Company’s condensed consolidated financial statements result from the accounting for noncontrolling interests in partially-owned consolidated subsidiaries or affiliates. The Company has a joint venture with Brand Investment Holding Limited (“Brand Investment Holding”), a member of the Gemkell Group, to sell Sam Edelman, Naturalizer and other branded footwear in China. The Company and Brand Investment Holding are each 50% owners of the joint venture, which is named CLT Brand Solutions (“CLT”). During the thirteen ~~and thirty-nine~~ weeks ended ~~November~~May ~~1, 2025, capital contributions of $0.8 million and $5.3 million, respectively, were made to CLT, including $0.4 million and $~~2~~.7 million~~, ~~respectively,~~2026 ~~received from Brand Investment Holding. During the thirteen~~ and ~~thirty-nine~~May ~~weeks ended November 2~~3, ~~2024~~2025, capital contributions of $21.07 million and $3.05 million, ~~respectively,~~ were made to CLT, including $1.0.9 million and $1.58 million, ~~respectively,~~ received from Brand Investment Holding, respectively.

Net sales and operating losses of CLT for the periods ended ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025 were as follows:

Thirteen Weeks Ended

~~Thirty-Nine Weeks Ended~~

($ thousands)

~~November~~May 12, ~~2025~~2026

~~November~~May 23, ~~2024~~2025

~~November 1, 2025~~

~~November 2, 2024~~

Net sales

109,~~162~~822

67,~~964~~210

~~30,746~~

~~22,784~~

Operating loss

(1,~~913~~054)

(~~750~~1,996)

~~(3,209)~~

~~(363)~~

The Company consolidates CLT into its condensed consolidated financial statements on a one-month lag. Net loss attributable to noncontrolling interests represents the share of net losses that are attributable to Brand Investment Holding. Transactions between the Company and the joint venture have been eliminated in the condensed consolidated financial statements.

Supplier Finance Program

The Company facilitates a voluntary supplier finance program (“the Program”) that provides certain of the Company’s suppliers the opportunity to sell receivables related to products that the Company has purchased to participating financial institutions at a rate that leverages the Company’s credit rating, which may be more beneficial to the suppliers than the rate they can obtain based upon their own credit rating. The Company negotiates payment and other terms directly with the suppliers, regardless of whether the supplier participates in the Program, and the Company’s responsibility is limited to making payment based on the terms originally negotiated with the supplier. The suppliers that participate in the Program have discretion to determine which invoices, if any, are sold to the participating financial

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in the Program, and the Company’s responsibility is limited to making payment based on the terms originally negotiated with the supplier. The suppliers that participate in the Program have discretion to determine which invoices, if any, are sold to the participating financial institutions. The liabilities to the suppliers that participate in the Program are presented as accounts payable in the Company’s condensed consolidated balance sheets, with changes reflected within cash flows from operating activities when settled. As of ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025, the Company had $1511.9 million and $1711.28 million, respectively, of accounts payable subject to the Program arrangements.

The following table is a rollforward of the obligations confirmed under the Program for ~~November~~May 12, 2026, May 3, 2025 and ~~November~~January 231, ~~2024~~2026:


	Thirty-Nine Weeks Ended
($ thousands)			May 2, 2026			May 3, 2025		January 31, 2026
($ thousands)	November 1, 2025			November 2, 2024
Confirmed obligations outstanding at the beginning of the period		$	25,313		$	21,970	$	21,970
Confirmed obligations outstanding at the beginning of the period	$	21,970		$	12,955
Invoices confirmed during the period			22,102			26,324		110,129
Invoices confirmed during the period		76,423			89,591
Confirmed invoices paid during the period			(35,503)			(36,497)		(106,786)
Confirmed invoices paid during the period		(82,471)			(85,306)
Confirmed obligations outstanding at the end of the period		$	11,912		$	11,797	$	25,313
Confirmed obligations outstanding at the end of the period	$	15,922		$	17,240

~~Property~~Sale ~~and~~of ~~Equipment,~~Corporate ~~Held for Sale~~Headquarters

In ~~January~~December 2025, the Company ~~entered~~completed ~~into~~the ansale ~~agreement~~of ~~to sell~~ the ~~main~~largest ~~portion~~parcel of its ~~nine-acre~~ corporate headquarters campus ~~(the~~and ~~“Campus”)~~entered ~~located~~into ina ~~Clayton,~~short-term ~~Missouri,~~leaseback ~~subject to certain closing conditions. In February 2025~~arrangement, ~~the~~allowing ~~Company~~continued ~~entered~~occupancy ~~into~~until ~~two~~its ~~letters~~new ofheadquarters ~~intent~~space tobecomes ~~sell~~available, ~~the~~which ~~remaining~~is ~~portions~~expected ofin ~~the Campus~~mid-2026. In April ~~2025~~2026, the Company ~~entered~~completed ~~into~~the ansale ~~agreement~~of ~~to sell~~ one of the remaining parcels and insimilarly ~~September~~entered ~~2025,~~into ana short-term leaseback agreement ~~was~~for ~~entered~~continued ~~into~~use of the ~~sell~~property through the ~~remaining~~anticipated ~~parcel~~relocation date. ~~The~~ ~~Company~~In ~~expects~~connection ~~each~~with of the ~~components~~sale, of the ~~Campus~~Company torecognized ~~qualify~~a asgain aof ~~completed~~$3.9 ~~sale~~million ~~within~~during the ~~next~~thirteen ~~year. Accordingly,~~weeks ~~the~~ended ~~Campus~~May 2, ~~primarily~~2026, ~~consisting~~which ofis ~~land~~reflected in restructuring and ~~buildings~~other special charges, ~~has~~net, ~~been~~in ~~classified~~the ascondensed ~~property~~consolidated ~~and~~statement ~~equipment,~~of ~~held~~earnings. ~~for~~See ~~sale~~Note on6 to the condensed consolidated ~~balance~~financial ~~sheet~~statements asfor offurther ~~November~~discussion. 1,The ~~2025~~Company ~~within~~remains committed to the ~~Eliminations~~sale ~~and~~of ~~Other~~the ~~category. The~~remaining ~~Company~~parcel ~~evaluated~~of the ~~Campus~~corporate ~~asset~~headquarters ~~group~~campus, ~~for~~which ~~impairment~~has ~~and~~a ~~determined~~carrying ~~that~~value noof ~~indicators~~$4.9 ~~were~~million ~~present~~and is classified as ofproperty ~~November~~and 1equipment, ~~2025.~~net on the condensed consolidated balance sheet.

Note 2 Significant Accounting Policies

The Company’s significant accounting policies, which are disclosed in the Annual Report on Form 10-K for the year ended January 31, 2026, did not change during the thirteen weeks ended May 2, 2026.

~~Note 2~~ Impact of ~~New~~Recently Adopted Accounting Pronouncements

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. The ASU permits the adoption of a practical expedient that allows an entity to assume current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable. The Company adopted ASU 2025-05 on a prospective basis during the first quarter of 2026, which did not have a material impact on the consolidated financial statement disclosures.

Impact of Recently Issued Accounting Pronouncements

InThere ~~December~~have ~~2023,~~been ~~the~~no ~~Financial~~additional ~~Accounting~~accounting ~~Standards~~pronouncements ~~Board~~or ~~(“FASB”)~~changes ~~issued~~in ~~Accounting~~accounting ~~Standards~~pronouncements ~~Update~~during ~~(“ASU”)~~the ~~2023-09,~~thirteen ~~Income~~weeks ~~Taxes~~ended ~~(Topic~~May ~~740):~~2, ~~Improvements~~2026 toas ~~Income~~compared ~~Tax~~with ~~Disclosures. The ASU expands~~ the ~~income~~recently ~~tax~~issued ~~disclosure~~accounting ~~requirements,~~pronouncements ~~principally~~described ~~related~~in toour ~~the~~Annual ~~rate~~Report ~~reconciliation~~on ~~table~~Form ~~and income taxes paid by jurisdiction. ASU 2023~~10-09K ~~is effective~~ for the ~~Company on a prospective basis in fiscal~~ year ~~2025,~~ended ~~with~~January ~~the option to apply the standard retrospectively~~31, ~~and~~2026 ~~early~~that ~~adoption~~are issignificant ~~permitted. The~~or ~~adoption of the ASU is not~~ expected to ~~have~~be asignificant ~~material~~to ~~impact on~~ the Company~~’s financial statement disclosures~~.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The ASU requires new financial statement disclosures in a tabular format, disaggregating information about certain income expenses. The ASU is effective for the Company on a prospective basis for the Company’s annual disclosures for fiscal year 2027 and for interim periods beginning with the first quarter of 2028. Early adoption and retrospective application is permitted. The Company is currently evaluating the impact of the ASU on its consolidated financial statement disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40), which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40. The ASU is intended to clarify and modernize the accounting for costs related to internal-use software. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those fiscal years, with early adoption permitted. The guidance may be applied using a prospective, retrospective or modified transition approach. The Company is currently evaluating the impact of the ASU on its consolidated financial statement disclosures.

Note 3 Acquisition

On February 16, 2025, the Company entered into a Sale and Purchase Agreement with Tapestry, Inc. (“Tapestry”) to acquire the Stuart Weitzman business (the “Acquisition”). On August 4, 2025, the Company completed the Acquisition pursuant to the terms and conditions of that Sale and Purchase Agreement, as amended. The aggregate purchase price for the Acquisition was $~~108~~109.92 million, net of the cash received at the closing. ~~The~~ ~~purchase~~During ~~price~~the isfirst ~~subject~~quarter of 2026, the Company recorded a net measurement period adjustment of $0.6 million related to ~~final~~the ~~adjustments~~finalization ~~for~~of net working capital adjustments, and as of May 2, 2026, the purchase accounting for the Stuart Weitzman acquisition was complete.

Stuart Weitzman, which includes both wholesale and direct-to-consumer channels, has been an iconic global luxury women’s footwear brand for over 35 years. The Acquisition strengthens the Company’s position in the global footwear market and adds an iconic name in luxury footwear to the Brand Portfolio segment. Stuart Weitzman maintains a strong presence in North America, Asia and Europe across both wholesale and direct-to-consumer channels. The acquisition was funded with borrowings from the revolving credit agreement.

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~~Stuart~~Purchase ~~Weitzman,~~Price which includes both wholesale and direct-to-consumer channels, has been an iconic global luxury women’s footwear brand for over 35 years. The Acquisition strengthens the Company’s position in the global footwear market and adds an iconic name in luxury footwear to the Brand Portfolio segment. Stuart Weitzman maintains a strong presence in North America, Europe and Asia across both wholesale and direct-to-consumer channels. The acquisition was funded with borrowings from the revolving credit agreement. Allocation

~~Preliminary~~The ~~Purchase~~acquisition ~~Price~~was ~~Allocation~~accounted for in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Accordingly, the assets and liabilities of Stuart Weitzman were recorded at their estimated fair values, and the excess of the purchase price over the fair value of the assets acquired and liabilities assumed, including identified intangible assets, was recorded as goodwill. The following table summarizes the Company’s allocation of the purchase price as of the acquisition date:

The acquisition was accounted for in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Accordingly, the assets and liabilities of Stuart Weitzman were recorded at their estimated fair values, and the excess of the purchase price over the fair value of the assets acquired and liabilities assumed, including identified intangible assets, was recorded as goodwill. The following table summarizes the Company’s preliminary allocation of the purchase price as of the acquisition date:


($ thousands)	August 4, 2025
Assets
Current assets:
Cash and cash equivalents	$	10,683
Receivables		14,220
Inventories		8684,~~801~~472
Prepaid expenses and other current assets		10,~~776~~607
Total current assets		~~122~~119,~~480~~982

Lease right-of-use assets		21,~~670~~293
Property and equipment		7,899
Goodwill		611,~~616~~038
Intangible assets		12,~~700~~800
Other assets		12,~~988~~241
Total assets	$	~~173~~175,~~353~~253

Liabilities and Equity
Current liabilities:
Trade accounts payable		5,458
Lease obligations		10,279
Other accrued expenses		2022,~~453~~045
Total current liabilities		3637,~~190~~782

Other liabilities:
Noncurrent lease obligations		16,496
Other liabilities		1,126
Total other liabilities		17,622
Net assets	$	119,~~541~~849

The allocation of the purchase price was based on certain preliminary valuations and analyses. ~~Any~~Subsequent ~~subsequent~~ changes in the estimated fair values assumed upon the finalization of more detailed analyses within the measurement period ~~will~~changed ~~change~~ the allocation of the purchase price and ~~will~~were be adjusted during the period in which the amounts are determined. The Company’s purchase price allocation required management to make assumptions and to apply judgment to estimate the fair value of the acquired assets and liabilities. A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. The judgments the Company used in estimating the fair values assigned to each class of the acquired assets and assumed liabilities could materially affect the results of its operations. Management estimated the fair value of the assets and liabilities based upon quoted market prices, the carrying value of the acquired assets and widely accepted valuation techniques, including discounted cash flows (Level 3 fair value measurements). A third-party valuation specialist assisted the Company with its preliminary fair value estimates for inventory, right-of-use lease assets, property and equipment and intangible assets. The Company used all available information to make its best estimate of fair values at the acquisition date. ~~and is still in the process of finalizing the fair value of certain assets acquired and liabilities assumed, including inventories, property~~

Goodwill and intangible assets reflected above were determined to meet the criteria for recognition apart from tangible assets acquired and liabilities assumed. The goodwill recognized, which is deductible for tax purposes, is primarily attributable to synergies and an assembled workforce. Refer to Note 9 to the condensed consolidated financial statements for additional information regarding goodwill and intangible assets.

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~~and~~The ~~equipment,~~financial ~~certain~~results ~~intangibles~~of Stuart Weitzman are included in the Brand Portfolio segment beginning in the third quarter of 2025. Stuart Weitzman contributed net sales of $43.9 million and ~~leases~~reported atan operating loss of $1.3 million for the ~~acquisition~~thirteen ~~date~~weeks ended May 2, 2026. The ~~Company~~operating ~~expects~~loss todoes ~~obtain~~not ~~the~~include ~~information~~$1.8 ~~necessary~~million to($1.3 ~~finalize~~million ~~the~~on ~~purchase~~an ~~price~~after-tax ~~allocation~~basis, or $0.03 per diluted share) in acquisition and integration-related costs during the ~~measurement~~thirteen ~~period~~weeks ended May 2, ~~not~~2026 and the incremental interest expense associated with the transaction. Refer to ~~exceed~~Note ~~one~~6 ~~year~~to ~~from~~the condensed consolidated financial statements for additional information related to the acquisition ~~date~~and asintegration ~~permitted~~costs ~~under~~and ~~ASC~~Note ~~805~~9 for discussion of the intangible assets acquired.

The financial results of Stuart Weitzman are included in the Brand Portfolio segment beginning in the third quarter of 2025. Stuart Weitzman contributed net sales of $45.8 million and reported an operating loss of $18.9 million for the thirteen and thirty-nine weeks ended November 1, 2025. The operating loss is due in part to $7.7 million in incremental cost of goods sold during the thirteen and thirty-nine weeks ended November 1, 2025 related to the inventory fair value adjustment required for purchase accounting. The operating loss does not include $3.8 million ($2.8 million on an after-tax basis, or $0.09 per diluted share) and $6.7 million ($5.0 million on an after-tax basis, or $0.15 per diluted share) in acquisition and integration-related costs during the thirteen and thirty-nine weeks ended November 1, 2025, respectively, and the incremental interest expense associated with the transaction. Refer to Note 6 to the condensed consolidated financial statements for additional information related to the acquisition and integration costs and Note 9 for discussion of the intangible assets acquired.

Pro Forma Financial Information

The following unaudited pro forma financial information for the thirteen ~~and thirty-nine~~ weeks ended ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025 ~~combines~~combine the historical results of Caleres, Inc. and Stuart Weitzman, assuming the acquisition had been completed as of February 42, ~~2024~~2025. The pro forma financial information includes various adjustments to reflect business combination accounting effects, including the incremental cost of goods sold related to the fair value step-up adjustment on the inventory, acquisition and integration-related transaction costs, interest expense on the incremental borrowings on the revolving credit agreement to fund the acquisition and amortization on the acquired intangible assets, and tax-related effects of the adjustments.


		Thirteen Weeks Ended						~~Thirty-Nine Weeks Ended~~
($ thousands)		~~November~~May 12, ~~2025~~2026			May 3, 2025	~~November 2, 2024~~		~~November 1, 2025~~		~~November 2, 2024~~
Net sales	$	$666,599	~~790,051~~	$	$661,032	~~804,370~~	$	~~2,153,702~~	$	~~2,245,986~~
Net earnings attributable to Caleres, Inc.		$	11,339		$	37,092	$	18,707	$	55,028
Net earnings (loss) attributable to Caleres, Inc.	$	12,930		$	(6,407)

The above unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what the results of operations would have been had the Company completed the acquisition on February 2, 2025, nor is it necessarily indicative of the results of operations that may be expected in future periods.

The above unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what the results of operations would have been had the Company completed the acquisition on the date assumed, nor is it necessarily indicative of the results of operations that may be expected in future periods.

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Note 4 Revenues

Disaggregation of Revenues

The following table disaggregates revenue by segment and major source for the periods ended ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025:

Thirteen Weeks Ended ~~November~~May 12, ~~2025~~2026

Eliminations and

($ thousands)

Famous Footwear

Brand Portfolio

Other

Total

Retail stores

~~349~~268,~~354~~834

3529,~~065~~558

—

~~384~~298,~~419~~392

E-commerce - Company websites (1)

6850,~~842~~053

7766,~~914~~340

—

~~146~~116,~~756~~393

E-commerce - wholesale drop-ship (1)

—

30,~~631~~563

(1,~~832~~559)

2829,~~799~~004

Total direct-to-consumer sales

~~418~~318,~~196~~887

~~143~~126,~~610~~461

(1,~~832~~559)

~~559~~443,~~974~~789

Wholesale - e-commerce (1)

—

7469,~~998~~896

—

7469,~~998~~896

Wholesale - landed

—

148,~~080~~114

(107,~~579~~432)

~~137~~140,~~501~~682

Wholesale - first cost

—

1410,~~856~~046

—

1410,~~856~~046

Licensing and royalty

~~407~~296

21,~~141~~732

—

2,~~548~~028

Other (2)

~~148~~138

2620

—

~~174~~158

Net sales

~~418~~319,~~751~~321

~~383~~356,~~711~~269

(128,~~411~~991)

~~790~~666,~~051~~599

Thirteen Weeks Ended ~~November~~May 23, ~~2024~~2025

Eliminations and

($ thousands)

Famous Footwear

Brand Portfolio

Other

Total

Retail stores

~~365~~281,~~717~~614

1816,~~619~~936

—

~~384~~298,~~336~~550

E-commerce - Company websites (1)

6145,~~954~~590

5654,~~954~~900

—

~~118~~100,~~908~~490

E-commerce - wholesale drop-ship (1)

—

3431,~~060~~182

(1,~~728~~550)

3229,~~332~~632

Total direct-to-consumer sales

~~427~~327,~~671~~204

~~109~~103,~~633~~018

(1,~~728~~550)

~~535~~428,~~576~~672

Wholesale - e-commerce (1)

—

7563,~~515~~107

—

7563,~~515~~107

Wholesale - landed

—

~~121~~117,~~011~~863

(87,~~531~~300)

~~112~~110,~~480~~563

Wholesale - first cost

—

149,~~247~~818

—

149,~~247~~818

Licensing and royalty

~~467~~342

21,~~519~~577

—

21,~~986~~919

Other (2)

~~126~~130

1112

—

~~137~~142

Net sales

~~428~~327,~~264~~676

~~322~~295,~~936~~395

(108,~~259~~850)

~~740~~614,~~941~~221

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	Thirty-Nine Weeks Ended November 1, 2025
					Eliminations and
($ thousands)	Famous Footwear		Brand Portfolio		Other		Total

Retail stores	$	975,223	$	72,168	$	—	$	1,047,391
E-commerce - Company websites (1)		169,228		187,310		—		356,538
E-commerce - wholesale drop-ship (1)		—		86,194		(4,597)		81,597
Total direct-to-consumer sales		1,144,451		345,672		(4,597)		1,485,526
Wholesale - e-commerce (1)		—		183,000		—		183,000
Wholesale - landed		—		384,552		(33,358)		351,194
Wholesale - first cost		—		36,414		—		36,414
Licensing and royalty		1,153		5,038		—		6,191
Other (2)		416		50		—		466
Net sales	$	1,146,020	$	954,726	$	(37,955)	$	2,062,791


	Thirty-Nine Weeks Ended November 2, 2024
					Eliminations and
($ thousands)	Famous Footwear		Brand Portfolio		Other		Total

Retail stores	$	1,040,313	$	53,297	$	—	$	1,093,610
E-commerce - Company websites (1)		156,059		168,502		—		324,561
E-commerce - wholesale drop-ship (1)		—		87,965		(4,090)		83,875
Total direct-to-consumer sales		1,196,372		309,764		(4,090)		1,502,046
Wholesale - e-commerce (1)		—		194,818		—		194,818
Wholesale - landed		—		360,680		(36,203)		324,477
Wholesale - first cost		—		52,580		—		52,580
Licensing and royalty		1,365		7,747		—		9,112
Other (2)		368		55		—		423
Net sales	$	1,198,105	$	925,644	$	(40,293)	$	2,083,456

(1)	Collectively referred to as "e-commerce" in the narrative below

(2)	Includes breakage revenue from unredeemed gift cards, which is recognized during the 24-month period following the sale of the gift cards according to the Company’s historical redemption patterns.

Retail stores

The Company generates revenue from retail sales where control is transferred and revenue is recognized at the point of sale. Retail sales are recorded net of estimated returns and exclude sales tax. The Company records a returns reserve and a corresponding return asset for expected returns of merchandise.

Retail sales to members of the Company’s loyalty programs, including the Famously You Rewards program, include two performance obligations: the sale of merchandise and the delivery of points that may be converted to savings certificates and redeemed for future purchases. The transaction price is allocated to the separate performance obligations based on the relative stand-alone selling price. The stand-alone selling price for the points is estimated using the retail value of the merchandise earned, adjusted for estimated breakage based upon historical redemption patterns. The revenue associated with the initial merchandise purchased is recognized immediately and the value assigned to the points is deferred until the points are redeemed, forfeited or expired.

E-commerce

The Company generates revenue from sales on websites maintained by the Company that are shipped from the Company’s distribution centers or retail stores directly to the consumer, picked up directly by the consumer from the Company’s stores, or delivered from our Famous Footwear stores to the consumer via a third-party delivery service (“e-commerce – Company websites”); sales from the Company’s wholesale customers’ websites that are fulfilled on a drop-ship basis (“e-commerce – wholesale drop ship”); and other e-commerce sales

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Famous Footwear stores to the consumer via a third-party delivery service (“e-commerce – Company websites”); sales from the Company’s wholesale customers’ websites that are fulfilled on a drop-ship basis (“e-commerce – wholesale drop ship”); and other e-commerce sales (“wholesale – e-commerce”), collectively referred to as "e-commerce". The Company transfers control and recognizes revenue for merchandise sold that is shipped directly to an individual consumer upon delivery to the consumer.

Landed wholesale

Landed sales are wholesale sales in which the Company obtains title to the footwear from the overseas suppliers and maintains title until the merchandise is shipped to the customer from the Company’s warehouses. Many customers purchasing footwear on a landed basis arrange their own transportation of merchandise and, with limited exceptions, control is transferred and revenue is recognized at the time of shipment. Landed sales generally carry a higher profit rate than first-cost wholesale sales as a result of the brand equity associated with the product along with the additional customs, warehousing and logistics services provided to customers and the risks associated with inventory ownership.

First-cost wholesale

First-cost sales are wholesale sales in which the Company purchases merchandise from an international factory that manufactures the product and subsequently sells to a customer at an overseas port. Many of the customers then import this product into the United States. Revenue is recognized at the time the merchandise is delivered to the customer’s designated freight forwarder and control is transferred to the customer.

Licensing and royalty

The Company has license agreements with third parties allowing them to sell the Company’s branded product, or other merchandise that uses the Company’s owned or licensed brand names. These license agreements provide the licensee access to the Company’s symbolic intellectual property, and revenue is therefore recognized over the license term. For royalty contracts that do not have guaranteed minimums, the Company recognizes revenue as the licensee’s sales occur. For royalty contracts that have guaranteed minimums, revenue for the guaranteed minimum is recognized on a straight-line basis during the term, until such time that the cumulative royalties exceed the total minimum guarantee. Up-front payments are recognized over the contractual term to which the guaranteed minimum relates.

The Company also licenses its Famous Footwear trade name and logo to a third-party financial institution to offer Famous Footwear-branded credit cards to its consumers. The Company receives royalties based upon cardholder spending, which is recognized as licensing revenue at the time the credit card is used.

Contract Balances

Revenue is recorded at the transaction price, net of estimates for variable consideration for which reserves are established, including returns, allowances and discounts. Variable consideration is estimated using the expected value method and given the large number of contracts with similar characteristics, the portfolio approach is applied to determine the variable consideration for each revenue stream. Reserves for projected returns are based on historical patterns and current expectations.

Information about significant balances from contracts with customers is as follows:


($ thousands)	~~November~~May 12, ~~2025~~2026		~~November~~May 23, ~~2024~~2025		~~February~~January 131, ~~2025~~2026
Customer allowances and discounts	$	1817,~~023~~109	$	2215,~~989~~135	$	1614,~~147~~504
Loyalty programs liability		8,~~177~~388		8,~~061~~568		7,~~776~~828
Returns reserve		2522,~~471~~698		15,~~771~~861		918,~~584~~567
Gift card liability		68,~~785~~187		5,~~550~~876		68,~~338~~576

Changes in contract balances with customers between the periods presented generally reflect differences in relative sales volume. We ~~also experienced an increase in customer allowances and discounts, the returns reserve and the gift card liability as a result of the Stuart Weitzman acquisition in the third quarter of 2025.~~ In addition, during the ~~thirty-nine~~thirteen weeks ended ~~November~~May 12, ~~2025~~2026, the loyalty programs liability increased $146.54 million due to points and material rights earned on purchases and decreased $145.18 million due to expirations and redemptions. During the ~~thirty-nine~~thirteen weeks ended ~~November~~May 23, ~~2024~~2025, the loyalty programs liability increased $246.03 million due to points and material rights earned on purchases and decreased $275.45 million due to expirations and redemptions. The liability for loyalty programs is presented within other accrued expenses when earned and is generally expected to be recognized as revenue within one year. The returns reserve liability generally reflects differences in relative sales volume. The gift card liability is established upon the sale of a gift card and revenue is recognized either upon redemption of the gift card by the consumer or based upon the gift card breakage rate, which is generally within the 24-month period following the sale of the gift card.

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The Company estimates and records an expected lifetime credit loss on accounts receivable by utilizing credit ratings and other customer-related information, as well as historical loss experience. The following table summarizes the activity in the Company’s allowance for expected credit losses during the ~~thirty-nine~~thirteen weeks ended ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025:


	~~Thirty-Nine~~Thirteen Weeks Ended
($ thousands)	~~November~~May 12, ~~2025~~2026		~~November~~May 23, ~~2024~~2025
Balance, beginning of period	$	817,~~323~~521	$	8,~~820~~323
Adjustment for expected credit losses		~~4,666~~476		~~(279)~~1,969
Uncollectible account recoveries, net		~~714~~(52)		~~295~~(28)
Balance, end of period (1)	$	13,703	$	8,836
Balance, end of period	$	17,945	$	10,264

(1) Includes $2.0 million of allowance for expected credit losses for the accounts receivable from the acquired Stuart Weitzman business.

Note 5 Earnings Per Share

The Company uses the two-class method to compute basic and diluted earnings per common share attributable to Caleres, Inc. shareholders. In periods of net loss, no effect is given to the Company’s participating securities since they do not contractually participate in the losses of the Company. The following table sets forth the computation of basic and diluted earnings per common share attributable to Caleres, Inc. shareholders for the periods ended ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025:

Thirteen Weeks Ended

~~Thirty-Nine Weeks Ended~~

($ thousands, except per share amounts)

~~November~~May 12, ~~2025~~2026

~~November~~May 23, ~~2024~~2025

~~November 1, 2025~~

~~November 2, 2024~~

NUMERATOR

Net earnings

113,~~434~~750

415,~~119~~946

~~14,440~~

~~102,190~~

Net loss attributable to noncontrolling interests

~~952~~527

~~308~~997

~~1,602~~

~~135~~

Net earnings attributable to Caleres, Inc.

214,~~386~~277

416,~~427~~943

~~16,042~~

~~102,325~~

Net earnings allocated to participating securities

(99452)

(~~1,417~~241)

~~(608)~~

~~(3,721)~~

Net earnings attributable to Caleres, Inc. after allocation of earnings to participating securities

213,~~287~~825

406,~~010~~702

~~15,434~~

~~98,604~~

DENOMINATOR

Denominator for basic earnings per common share attributable to Caleres, Inc. shareholders

32,~~519~~620

3332,~~435~~523

~~32,512~~

~~33,704~~

Dilutive effect of share-based awards

~~125~~130

~~106~~128

~~125~~

~~106~~

Denominator for diluted earnings per common share attributable to Caleres, Inc. shareholders

32,~~644~~750

3332,~~541~~651

~~32,637~~

~~33,810~~

Basic earnings per common share attributable to Caleres, Inc. shareholders

0.0742

10.2021

~~0.47~~

~~2.93~~

Diluted earnings per common share attributable to Caleres, Inc. shareholders

0.0742

10.1921

~~0.47~~

~~2.92~~

As further discussed in Item 2, Unregistered Sales of Equity Securities and Use of Proceeds, the Company has a publicly announced share repurchase program. The Company repurchased ~~zero~~250,000 and 1300,~~522,324~~000 shares under this program during the thirteen weeks ended ~~November~~May ~~1, 2025 and November~~ 2, ~~2024,~~2026 ~~respectively. The Company repurchased 300,000 shares~~ and ~~1,938,324~~May ~~shares under this program during the thirty-nine weeks ended November 1~~3, 2025 ~~and November 2~~, ~~2024,~~ respectively.

15Under the provisions of the Inflation Reduction Act of 2022 (“Inflation Reduction Act”), a 1% excise tax is imposed on repurchases of common stock beginning on January 1, 2023. Excise taxes incurred on share repurchases are incremental costs to purchase the stock, and accordingly, are included in the total cost basis of the common stock acquired and reflected as a reduction of shareholders’ equity within retained earnings in the condensed consolidated statements of shareholders’ equity. There were no excise taxes due on share repurchases during the thirteen weeks ended May 2, 2026. An immaterial amount of excise taxes were due on share repurchases during the thirteen weeks ended May 3, 2025.

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Under the provisions of the Inflation Reduction Act of 2022 (“Inflation Reduction Act”), a 1% excise tax is imposed on repurchases of common stock beginning on January 1, 2023. Excise taxes incurred on share repurchases are incremental costs to purchase the stock, and accordingly, are included in the total cost basis of the common stock acquired and reflected as a reduction of shareholders’ equity within retained earnings in the condensed consolidated statements of shareholders’ equity. An immaterial amount of excise taxes was due on share repurchases during the thirty-nine weeks ended November 1, 2025 and November 2, 2024.

Note 6 Restructuring and Other Special Charges

Gain on Sale of Corporate Headquarters

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During the thirteen weeks ended May 2, 2026, the Company completed the sale of one of the remaining parcels comprising its corporate headquarters in Clayton, Missouri. The transaction resulted in a gain of $3.9 million ($2.9 million on an after-tax basis, or $0.07 per diluted share), which is reflected in the restructuring and other special charges in the condensed consolidated statement of earnings within the Eliminations and Other category.

Stuart Weitzman Acquisition and Integration Costs

As discussed in Note 3 to the condensed consolidated financial statements, on August 4, 2025, the Company completed the previously announced acquisition of Stuart Weitzman from Tapestry, Inc. ~~During~~, and successfully completed the ~~thirteen~~Stuart ~~and~~Weitzman ~~thirty-nine~~systems integration on February 1, 2026. During the thirteen weeks ended ~~November~~May 12, ~~2025~~2026, the Company incurred ~~legal,~~ information technology, office relocation and other related costs associated with the acquisition of approximately $31.8 million ($21.83 million on an after-tax basis, or $0.0903 per diluted share) ~~and $6~~.7 ~~million ($5.0 million on an after-tax basis, or $0.15 per diluted share), respectively.~~ Of the $31.8 million in costs for the thirteen weeks ended ~~November~~May 12, ~~2025~~2026, $3.5 million is reflected in the Eliminations and Other category and $0.3 million is reflected in the Brand Portfolio segment in restructuring and other special charges in the condensed consolidated statement of earnings. Of the $6.7 million in costs for the thirty-nine weeks ended November 1~~, 2025, $6~~.4 million is reflected in the Eliminations and Other category and $0.34 million is reflected in the Brand Portfolio segment in restructuring and other special charges in the condensed consolidated statement of earnings.

~~Expense~~During ~~Reduction~~the ~~Initiatives~~thirteen weeks ended May 3, 2025, the Company incurred legal and other related costs of approximately $0.6 million ($0.5 million on an after-tax basis, or $0.01 per diluted share) associated with the acquisition of Stuart Weitzman. These costs were reflected in restructuring and other special charges in the condensed consolidated statement of earnings for the thirteen weeks ended May 3, 2025 in the Eliminations and Other category.

During the second quarter of 2025, the Company announced its plan to reduce selling and administrative expenses through structural changes. During the thirteen and thirty-nine weeks ended November 1, 2025, the Company incurred costs of approximately $2.9 million ($2.1 million on an after-tax basis, or $0.06 per diluted share) and $7.4 million ($5.5 million on an after-tax basis, or $0.16 per diluted share), respectively, for severance and other related costs associated with these expense reduction initiatives. Of the $2.9 million in costs for the thirteen weeks ended November 1, 2025, $1.9 million is reflected in the Eliminations and Other category, $0.8 million is reflected in the Brand Portfolio segment and $0.2 million is reflected in the Famous Footwear segment in restructuring and other special charges in the condensed consolidated statement of earnings. Of the $7.4 million in costs for the thirty-nine weeks ended November 1, 2025, $4.5 million is reflected in the Eliminations and Other category, $2.6 million is reflected in the Brand Portfolio segment and $0.3 million is reflected in the Famous Footwear segment in restructuring and other special charges.

Restructuring ~~Costs~~Reserves

The ~~Company~~following ~~incurred~~table ~~costs~~summarizes ofthe ~~approximately~~activity ~~$1.6~~in ~~million~~the ~~($1.2~~Company’s ~~million~~restructuring onreserves anrelated ~~after-tax~~to ~~basis,~~the orStuart ~~$0.04~~Weitzman ~~per~~acquisition ~~diluted~~and ~~share)~~associated integration costs during the thirteen ~~and thirty-nine~~ weeks ended ~~November~~May 2, ~~2024 for restructuring, primarily severance~~2026. Of ~~the~~There ~~$1.6~~were ~~million~~no inrestructuring ~~costs,~~reserves ~~$1.1~~related ~~million~~to isthe ~~reflected~~Stuart inWeitzman ~~the~~acquisition ~~Brand~~as ~~Portfolio~~of ~~segment,~~May ~~$0.~~3, ~~million is reflected within the Eliminations and Other category and $0~~2025.2 ~~million is reflected in the Famous Footwear segment.~~


($ thousands)		May 2, 2026
Balance, beginning of the period		$	4,906
Net additions			136
Utilized during the period			(2,513)
Balance, end of the period		$	2,529

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Note 7 Business Segment Information

Following is a summary of certain key financial measures for the Company’s business segments for the periods ended ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025:

Thirteen Weeks Ended ~~November~~May 12, ~~2025~~2026

Famous

Brand

Eliminations

($ thousands)

Footwear

Portfolio

and Other

Total

Net sales (1)

~~418~~319,~~751~~321

~~383~~356,~~711~~269

(128,~~411~~991)

~~790~~666,~~051~~599

Cost of goods sold

~~244~~179,~~442~~315

~~228~~181,~~992~~759

(139,~~332~~947)

~~460~~351,~~102~~127

Gross Profit

~~174~~140,~~309~~006

~~154~~174,~~719~~510

~~921~~956

~~329~~315,~~949~~472

Less expenses:

Retail stores (2)

9490,~~754~~942

16,~~815~~193

—

~~111~~107,~~569~~135

Information technology

7,~~828~~161

78,~~655~~682

~~402~~495

1516,~~885~~338

Warehousing and distribution

1012,~~867~~840

14,~~712~~914

~~2,228~~(677)

27,~~807~~077

Advertising and marketing

157,~~466~~884

3027,~~463~~797

954

4535,~~938~~735

Restructuring and other special charges, net

~~151~~—

~~1,183~~457

5(2,~~371~~583)

6(2,~~705~~126)

Other expenses (3)

2421,~~520~~616

7267,~~775~~376

1218,~~782~~452

~~110~~107,~~077~~444

Operating earnings (loss)

~~20,723~~(437)

1139,~~116~~091

(1914,~~871~~785)

1123,~~968~~869

Segment assets

~~875~~870,~~233~~334

1972,~~031,345~~678

~~172~~179,~~344~~074

2,~~078~~022,~~922~~086

Thirteen Weeks Ended ~~November~~May 23, ~~2024~~2025

Famous

Brand

Eliminations

Footwear

Portfolio

and Other

Total

($ thousands)

Footwear

Portfolio

and Other

Total

Net sales (1)

~~428~~327,~~264~~676

~~322~~295,~~936~~395

(108,~~259~~850)

~~740~~614,~~941~~221

Cost of goods sold

~~244~~179,~~439~~235

~~181~~166,~~377~~108

(119,~~835~~816)

~~413~~335,~~981~~527

Gross Profit

~~183~~148,~~825~~441

~~141~~129,~~559~~287

~~1,576~~966

~~326~~278,~~960~~694

Less expenses:

Retail stores (2)

9389,~~722~~621

87,~~148~~433

—

~~101~~97,~~870~~054

Information technology

7,~~702~~810

67,~~893~~644

21,~~716~~398

1716,~~311~~852

Warehousing and distribution

1114,~~977~~000

1516,~~034~~160

1(3,~~250~~080)

2827,~~261~~080

Advertising and marketing

168,~~154~~655

2221,~~871~~541

~~(77)~~139

3830,~~948~~335

Restructuring and other special charges, net

~~193~~—

~~1,093~~—

~~307~~627

~~1,593~~627

Other expenses (3)

2423,~~509~~381

5359,~~468~~094

412,~~302~~687

8295,~~279~~162

Operating earnings (loss)

294,~~568~~974

3417,~~052~~415

(610,~~922~~805)

5611,~~698~~584

Segment assets

~~907~~877,~~461~~642

~~882~~861,~~054~~984

~~166~~168,~~424~~070

1,~~955~~907,~~939~~696

(1) Net sales includes intersegment sales from Brand Portfolio to Famous Footwear of $9.0 million and $8.9 million for the thirteen weeks ended May 2, 2026 and May 3, 2025, respectively.

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	Thirty-Nine Weeks Ended November 1, 2025
		Famous		Brand		Eliminations
($ thousands)		Footwear		Portfolio		and Other		Total

Net sales (1)		$	1,146,020	$	954,726	$	(37,955)	$	2,062,791
Cost of goods sold			648,539		559,666		(39,852)		1,168,353
Gross profit			497,481		395,060		1,897		894,438

Less expenses:
Retail stores (2)			278,298		31,715		—		310,013
Information technology			23,461		22,989		3,029		49,479
Warehousing and distribution			40,244		44,971		(2,721)		82,494
Advertising and marketing			39,271		69,242		359		108,872
Restructuring and other special charges, net			273		2,976		10,839		14,088
Other expenses (3)			71,686		187,987		36,975		296,648
Operating earnings (loss)		$	44,248	$	35,180	$	(46,584)	$	32,844


	Thirty-Nine Weeks Ended November 2, 2024
		Famous		Brand		Eliminations
($ thousands)		Footwear		Portfolio		and Other		Total

Net sales (1)		$	1,198,105	$	925,644	$	(40,293)	$	2,083,456
Cost of goods sold			663,939		514,389		(41,806)		1,136,522
Gross profit			534,166		411,255		1,513		946,934

Less expenses:
Retail stores (2)			274,337		23,472		—		297,809
Information technology			23,187		20,890		5,603		49,680
Warehousing and distribution			42,122		42,448		682		85,252
Advertising and marketing			40,628		65,498		(1,738)		104,388
Restructuring and other special charges, net			193		1,092		308		1,593
Other expenses (3)			72,891		158,758		34,577		266,226
Operating earnings (loss)		$	80,808	$	99,097	$	(37,919)	$	141,986

(1) Net sales includes intersegment sales from Brand Portfolio to Famous Footwear of $12.4 million and $10.3 million for the thirteen weeks ended November 1, 2025 and November 2, 2024, respectively. Net sales includes intersegment sales from Brand Portfolio to Famous Footwear of $38.0 million and $40.3 million for the thirty-nine weeks ended November 1, 2025 and November 2, 2024, respectively.

(2)	Includes compensation and facilities costs associated with the Company’s North America retail stores.

(3)	Primarily includes compensation costs associated with non-retail store operations, depreciation and amortization, and other overhead expenses.

The Eliminations and Other category includes corporate assets, administrative expenses and other costs and recoveries, which are not allocated to the operating segments, as well as the elimination of intersegment sales and profit.

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Following is a reconciliation of operating earnings to earnings before income taxes:

Thirteen Weeks Ended

~~Thirty-Nine Weeks Ended~~

($ thousands)

~~November~~May 12, ~~2025~~2026

~~November~~May 23, ~~2024~~2025

~~November 1, 2025~~

~~November 2, 2024~~

Operating earnings

1123,~~968~~869

5611,~~698~~584

~~32,844~~

~~141,986~~

Interest expense, net

(54,~~495~~682)

(23,~~914~~795)

~~(13,786)~~

~~(10,025)~~

Other (expense) income, net

(310)

1,367

2,202

Other income, net

1,166

686

Earnings before income taxes

620,~~163~~353

538,~~818~~475

~~20,425~~

~~134,163~~

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Note 8 Inventories

The Company’s net inventory balance was comprised of the following:


($ thousands)	~~November~~May 12, ~~2025~~2026		~~November~~May 23, ~~2024~~2025		~~February~~ 1, ~~2025~~	January 31, 2026
Raw materials	$	1614,~~698~~760	$	14,~~027~~736	$	~~14,352~~$	15,251
Work-in-process		~~694~~796		~~599~~617		~~644~~	704
Finished goods		~~660~~593,~~822~~546		~~571~~558,~~251~~262		~~550,245~~	594,516
Inventories, net (1)	$	~~678~~609,~~214~~102	$	~~585~~573,~~877~~615	$	~~565,241~~$	610,471

(1) Net of adjustment to last-in, first-out cost of $1415.07 million, $810.9 million and $1014.9 million as of ~~November~~May 12, ~~2025~~2026, ~~November~~May 23, ~~2024~~2025 and ~~February~~January 131, ~~2025~~2026, respectively.

Note 9 Goodwill and Intangible Assets

Goodwill and intangible assets were as follows:


($ thousands)	~~November~~May 12, ~~2025~~2026		~~November~~May 23, ~~2024~~2025		~~February~~January 131, ~~2025~~2026
Intangible Assets
Famous Footwear	$	2,800	$	2,800	$	2,800
Brand Portfolio (1)		354,~~783~~883		342,083		~~342~~354,~~083~~883
Total intangible assets		357,~~583~~683		344,883		~~344~~357,~~883~~683
Accumulated amortization		(~~166~~171,~~000~~793)		(~~154~~160,~~806~~324)		(~~157~~168,~~565~~922)
Total intangible assets, net		~~191~~185,~~583~~890		~~190~~184,~~077~~559		~~187~~188,~~318~~761
Goodwill
Brand Portfolio (2)		1115,~~572~~994		4,956		415,~~956~~386
Total goodwill		1115,~~572~~994		4,956		415,~~956~~386
Goodwill and intangible assets, net	$	~~203~~201,~~155~~884	$	~~195~~189,~~033~~515	$	~~192~~204,~~274~~147

(1) The carrying amount of intangible assets as of ~~November~~May 12, ~~2025~~2026, ~~November~~May 23, ~~2024~~2025 and ~~February~~January 131, ~~2025~~2026 is presented net of accumulated impairment charges of $106.2 million.

(2) The carrying amount of goodwill as of ~~November~~May 12, ~~2025~~2026, ~~November~~May 23, ~~2024~~2025 and ~~February~~January 131, ~~2025~~2026 is presented net of accumulated impairment charges of $415.7 million.

As further described in Note 3 of the condensed consolidated financial statements, the Company acquired Stuart Weitzman on August 4, 2025. The ~~preliminary~~ allocation of the purchase price resulted in trademark intangible assets of $12.78 million and incremental goodwill of $611.60 million. The trademark is being amortized on a straight-line basis over its useful life of 20 years.

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The Company’s intangible assets as of ~~November~~May 12, ~~2025~~2026, ~~November~~May 23, ~~2024~~2025 and ~~February~~January 131, ~~2025~~2026 were as follows:


($ thousands)	~~November~~May 12, ~~2025~~2026
	Estimated Useful Lives			Accumulated		Accumulated
	(In Years)	Cost Basis		Amortization		Impairment		Net Carrying Value
Trade names	2 - 40	$	312,~~188~~288	$	~~147~~(151,~~142~~790)	$	(10,200)	$	~~154~~150,~~846~~298
Trade names	Indefinite		107,400		—		(92,000)		15,400
Customer relationships	15 - 16		44,200		18(20,~~858~~003)		(4,005)		2120,~~337~~192
		$	463,~~788~~888	$	~~166~~(171,~~000~~793)	$	(106,205)	$	~~191~~185,~~583~~890

	~~November 2, 2024~~
($ thousands)	May 3, 2025
	Estimated Useful Lives			Accumulated		Accumulated
	(In Years)	Cost Basis		Amortization		Impairment		Net Carrying Value
Trade names	2 - 40	$	299,488	$	~~138~~(142,~~237~~610)	$	(10,200)	$	~~151~~146,~~051~~678
Trade names	Indefinite		107,400		—		(92,000)		15,400
Customer relationships	15 - 16		44,200		16(17,~~569~~714)		(4,005)		2322,~~626~~481
		$	451,088	$	~~154~~(160,~~806~~324)	$	(106,205)	$	~~190~~184,~~077~~559

	February 1, 2025
($ thousands)	January 31, 2026
	Estimated Useful Lives			Accumulated		Accumulated
	(In Years)	Cost Basis		Amortization		Impairment		Net Carrying Value
Trade names	2 - 40	$	~~299~~312,~~488~~288	$	~~140~~(149,~~424~~492)	$	(10,200)	$	~~148~~152,~~864~~596
Trade names	Indefinite		107,400		—		(92,000)		15,400
Customer relationships	15 - 16		44,200		17(19,~~141~~430)		(4,005)		2320,~~054~~765
		$	~~451~~463,~~088~~888	$	~~157~~(168,~~565~~922)	$	(106,205)	$	~~187~~188,~~318~~761

Amortization expense related to intangible assets was $2.9 million and $2.8 million for the thirteen weeks ended ~~November~~May ~~1, 2025 and November~~ 2, ~~2024,~~2026 ~~respectively,~~ and ~~$8.4~~May ~~million and $8.~~3 ~~million for the thirty-nine weeks ended November 1~~, 2025 ~~and November 2~~, ~~2024,~~ respectively. The Company estimates that amortization expense related to intangible assets will be approximately $11.47 million in ~~2025, $11.7 million in~~ 2026, $11.5 million in 2027, and $11.3 million in 2028, 2029, 2030 and ~~2029~~2031.

Goodwill is tested for impairment as of the first day of the fourth quarter of each fiscal year, or more frequently if events or circumstances indicate it might be impaired, using either the qualitative assessment or a quantitative fair value-based test. The Company recorded no goodwill impairment charges during the ~~thirty-nine~~thirteen weeks ended ~~November~~May 12, ~~2025~~2026 or ~~November~~May 23, ~~2024~~2025.

Indefinite-lived intangible assets are tested for impairment as of the first day of the fourth quarter of each fiscal year unless events or circumstances indicate an interim test is required. The Company recorded no impairment charges for indefinite-lived intangible assets during the ~~thirty-nine~~thirteen weeks ended ~~November~~May 12, ~~2025~~2026 or ~~November~~May 23, ~~2024~~2025.

Note 10 Leases

The Company leases all of its retail locations, adistribution ~~manufacturing facility~~centers, ~~and~~ certain office locations, ~~distribution~~equipment ~~centers~~ and ~~equipment~~a manufacturing facility. At contract inception, leases are evaluated and classified as either operating or finance leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet and are expensed as incurred. For operating leases, lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease payments are expensed as incurred. The Company uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future payments.

~~Lease~~During the thirteen weeks ended May 2, 2026, the Company entered into new or amended leases that resulted in the recognition of right-of-use assets and lease ~~liabilities~~obligations ~~are~~of ~~recognized~~$44.9 ~~based~~million on the ~~present~~condensed ~~value~~consolidated balance sheets. As of May 2, 2026, the ~~future~~Company ~~minimum~~has entered into lease ~~payments~~commitments ~~over~~for eight retail locations for which the ~~lease~~leases ~~term~~have not yet commenced. The ~~majority~~Company ofanticipates ~~the~~that ~~Company’s~~five leases dowill ~~not~~begin ~~provide~~in anthe ~~implicit~~current ~~rate~~fiscal ~~and therefore~~year, ~~the~~two ~~Company~~leases ~~uses~~will anbegin ~~incremental~~in ~~borrowing~~fiscal ~~rate~~2027 ~~based~~and onone ~~information~~lease ~~available~~will atbegin ~~the~~in ~~commencement~~fiscal ~~date~~2028. toUpon ~~determine~~commencement, ~~the~~right-of-use ~~present~~assets ~~value~~and lease liabilities of ~~future~~approximately ~~payments~~$6. ~~For~~3 ~~operating~~million ~~leases~~will be recorded in the current fiscal year, ~~lease~~and ~~expense~~$1.8 ~~for~~million ~~minimum~~will ~~lease~~be ~~payments~~recorded isin ~~recognized~~fiscal on2027 aand ~~straight-line~~2028, ~~basis~~respectively, ~~over~~on the ~~lease~~condensed ~~term~~consolidated balance sheet. ~~Variable~~ ~~lease~~In ~~payments~~addition, ~~are~~the ~~expensed~~Company ashas ~~incurred.~~entered into a lease

The Company regularly analyzes the results of all of its stores and assesses the viability of underperforming stores to determine whether events or circumstances exist that indicate the stores should be closed or whether the carrying amount of their long-lived assets may not be recoverable. After allowing for an appropriate start-up period and consideration of any unusual nonrecurring events, property and equipment

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atcommitment ~~stores~~for ~~and~~its ~~the~~corporate ~~lease~~headquarters ~~right-of-use~~that ~~assets indicated~~will asbegin ~~impaired~~in ~~are~~fiscal ~~written down to fair value as calculated using a discounted cash flow method~~2026. ~~The~~Upon ~~fair~~commencement, ~~value of the lease~~ right-of-use assets isand ~~determined utilizing projected cash flows for each store location, discounted using a risk-adjusted discount rate, subject to a market floor based on current market~~ lease ~~rates.~~liabilities ~~During the thirty-nine weeks ended November 1, 2025 and November 2, 2024, the Company recorded asset impairment charges~~ of ~~$1.4~~approximately ~~million and~~ $152.30 million, ~~respectively,~~will ~~primarily~~be ~~related to underperforming retail stores~~recorded. Refer to Note 15 to the condensed consolidated financial statements for further discussion of impairment charges on the Company’s operating lease right-of-use assets and property and equipment in retail stores.

During the ~~thirty-nine~~thirteen weeks ended ~~November~~May 12, ~~2025,~~2026 ~~the Company entered into new or amended leases that resulted in the recognition of right-of-use assets~~ and ~~lease~~May ~~obligations of $116.8 million~~3, ~~including $21.7 million acquired from Stuart Weitzman, on the condensed consolidated balance sheets. As of November 1,~~ 2025, the Company ~~has~~recorded ~~entered~~asset ~~into~~impairment ~~lease~~charges commitments for five retail locations for which the leases have not yet commenced. The Company anticipates that two leases will begin in the current fiscal year, two leases will begin in fiscal 2026 and one lease will begin in fiscal 2027. Upon commencement, right-of~~-use~~ ~~assets and lease liabilities of approximately~~ $2.0.3 million ~~will be recorded~~ in ~~the~~each ~~current fiscal year~~period, ~~$3.3~~primarily ~~million~~related ~~will~~to beunderperforming ~~recorded~~retail ~~in fiscal 2026 and $0~~stores.9 ~~million~~Refer ~~will~~to beNote ~~recorded~~15 into ~~fiscal 2027 on~~ the condensed consolidated ~~balance~~financial ~~sheet. In~~statements ~~addition, the Company has entered into a lease commitment~~ for ~~its~~further ~~corporate~~discussion ~~headquarters~~of ~~that~~impairment ~~will~~charges ~~begin~~on inthe ~~fiscal~~Company’s ~~2026. Upon~~operating ~~commencement,~~lease right-of-use assets and ~~lease~~property ~~liabilities~~and ofequipment ~~approximately~~in ~~$37.1~~retail ~~million will be recorded~~stores.

The components of lease expense for the thirteen ~~and thirty-nine~~ weeks ended ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025 were as follows:


	Thirteen Weeks Ended
($ thousands)	~~November~~May 12, ~~2025~~2026		~~November~~May 23, ~~2024~~2025
Operating lease expense	$	4243,~~452~~720	$	40,~~773~~577
Variable lease expense		12,~~393~~144		1011,~~490~~731
Short-term lease expense		~~180~~254		~~233~~144
Total lease expense	$	5556,~~025~~118	$	5152,~~496~~452


	Thirty-Nine Weeks Ended
($ thousands)	November 1, 2025		November 2, 2024
Operating lease expense	$	124,741	$	121,046
Variable lease expense		34,184		32,096
Short-term lease expense		686		902
Total lease expense	$	159,611	$	154,044

During the thirteen weeks ended May 2, 2026 and May 3, 2025, the Company paid cash for lease obligations of $45.2 million and $51.2 million, respectively.

During the thirty-nine weeks ended November 1, 2025 and November 2, 2024, the Company paid cash for lease liabilities of $139.7 million and $126.4 million, respectively.

Note 11 Financing Arrangements

Credit Agreement

The Company maintains a revolving credit facility under the Seventh Amendment to the Fourth Amended and Restated Credit Agreement dated as of June 27, 2025 (the “Credit Agreement”), for working capital needs and strategic initiatives, with amounts available up to $700.0 million, subject to borrowing base restrictions. Interest on borrowings is at variable rates based on the secured overnight financing rate (“SOFR”), or the prime rate (as defined in the credit agreement), plus a spread. The Credit Agreement matures on June 27, 2030. The Company is the lead borrower, and Sidney Rich Associates, Inc., BG Retail, LLC, Allen Edmonds LLC, Vionic Group LLC, Vionic International LLC and Blowfish, LLC are each co-borrowers and guarantors.

~~On June~~At 27May 2, ~~2025~~2026, the Company ~~entered~~had ~~into~~$347.5 million aof ~~Seventh~~borrowings ~~Amendment~~outstanding toand ~~Fourth~~$8.5 ~~Amended~~million ~~and~~in ~~Restated~~letters ~~Credit~~of ~~Agreement~~credit ~~(as~~outstanding sounder ~~amended,~~ the "Credit Agreement"). Total ~~which,~~additional borrowing availability was $191.5 ~~among~~million ~~other~~as ~~modifications~~of May 2, ~~increased~~2026. ~~the~~As ~~amount~~further ~~available~~discussed ~~under~~in ~~the~~Note ~~revolving~~3 ~~credit~~to ~~facility by~~the ~~$200.0~~condensed ~~million~~consolidated tofinancial anstatements, ~~aggregate~~the ~~amount~~Company ofacquired upStuart toWeitzman ~~$700.0~~from ~~million~~Tapestry, ~~subject~~Inc. toon ~~borrowing~~August ~~base restrictions~~4, ~~and~~ ~~may~~2025. beBorrowings ~~further~~under ~~increased~~the byrevolving upcredit agreement were used to ~~$250.0~~fund ~~million~~the acquisition. The Company was in compliance with all covenants and restrictions under the Credit Agreement ~~matures~~as onof ~~June~~May 272, ~~2030~~2026.

Borrowing availability under the Credit Agreement is limited to the lesser of the total commitments and the borrowing base ("Loan Cap"), which is based on stated percentages of the sum of eligible accounts receivable, eligible inventory and eligible credit card receivables, as defined, less applicable reserves. Under the Credit Agreement, the Loan Parties’ obligations are secured by a first-priority security interest in all accounts receivable, inventory and certain other collateral.

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Interest on borrowings is at variable rates based on the secured overnight financing rate (“SOFR”), or the prime rate (as defined in the Credit Agreement), plus a spread. The interest rate and fees for letters of credit vary based upon the level of excess availability under the Credit Agreement. There is an unused line fee payable on the unused portion under the facility and a letter of credit fee payable on the outstanding face amount under letters of credit.

The Credit Agreement limits the Company’s ability to create, incur, assume or permit to exist additional indebtedness and liens, make investments or specified payments, give guarantees, pay dividends, make capital expenditures and merge or acquire or sell assets. In addition, if excess availability falls below the greater of 10.0% of the Loan Cap and $56.0 million for three consecutive business days, and the fixed charge coverage ratio is less than 1.25 to 1.0, the Company would be in default under the Credit Agreement and certain additional covenants would be triggered.

The Credit Agreement contains customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to similar obligations, certain events of bankruptcy and insolvency, judgment defaults and the failure of any guaranty or security document supporting the agreement to be in full force and effect. If an event of default occurs, the collateral agent may assume dominion and control over the Company’s cash (a “cash dominion event”) until such event of default is cured or waived or the excess availability exceeds such amount for 30 consecutive days, provided that a cash dominion event shall be deemed continuing (even if an event of default is no longer continuing and/or excess availability exceeds the required amount for 30 consecutive business days) after a cash dominion event has occurred and been discontinued on two occasions in any 12-month period. The Credit Agreement also contains certain other covenants and restrictions. The Company was in compliance with all covenants and restrictions under the Credit Agreement as of November 1, 2025.

At November 1, 2025, the Company had $355.0 million of borrowings outstanding and $8.6 million in letters of credit outstanding under the Credit Agreement. Total additional borrowing availability was $278.1 million as of November 1, 2025. As further discussed in Note 3 to the condensed consolidated financial statements, the Company acquired Stuart Weitzman from Tapestry, Inc. on August 4, 2025. Borrowings under the revolving credit agreement were used to fund the acquisition.

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Note 12 Shareholders’ Equity

Accumulated Other Comprehensive Loss

The following table sets forth the changes in accumulated other comprehensive loss ~~(OCL)~~ by component for the periods ended ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025:



			Pension and		Accumulated
	Foreign		Other		Other
	Currency		Postretirement		Comprehensive
($ thousands)	Translation		Transactions (1)		(Loss) Income
Balance at August 2, 2025	$	(1,103)	$	(26,127)	$	(27,230)
Balance at January 31, 2026	$	2,503	$	(21,079)	$	(18,576)
Other comprehensive loss before reclassifications		(~~475~~322)		—		(~~475~~322)
Reclassifications:
Amounts reclassified from accumulated other comprehensive loss		—		1,~~418~~458		1,~~418~~458
Tax benefit		—		(~~365~~375)		(~~365~~375)
Net reclassifications		—		1,~~053~~083		1,~~053~~083
Other comprehensive (loss) income		(~~475~~322)		1,~~053~~083		~~578~~761
Balance at November 1, 2025	$	(1,578)	$	(25,074)	$	(26,652)
Balance at May 2, 2026	$	2,181	$	(19,996)	$	(17,815)

Balance at August 3, 2024	$	1,710	$	(31,183)	$	(29,473)
Other comprehensive loss before reclassifications		(414)		—		(414)
Reclassifications:
Amounts reclassified from accumulated other comprehensive loss		—		1,491		1,491
Tax benefit		—		(383)		(383)
Net reclassifications		—		1,108		1,108
Other comprehensive (loss) income		(414)		1,108		694
Balance at November 2, 2024	$	1,296	$	(30,075)	$	(28,779)

Balance at February 1, 2025	$	(5,789)	$	(28,233)	$	(34,022)
Other comprehensive income before reclassifications		45,~~211~~761		—		45,~~211~~761
Reclassifications:
Amounts reclassified from accumulated other comprehensive loss		—		41,~~254~~464		41,~~254~~464
Tax benefit		—		(~~1,095~~376)		(~~1,095~~376)
Net reclassifications		—		31,~~159~~088		31,~~159~~088
Other comprehensive income		45,~~211~~761		31,~~159~~088		76,~~370~~849
Balance at November 1, 2025	$	(1,578)	$	(25,074)	$	(26,652)
Balance at May 3, 2025	$	(28)	$	(27,145)	$	(27,173)

Balance at February 3, 2024	$	(1,098)	$	(33,406)	$	(34,504)
Other comprehensive income before reclassifications		2,394		—		2,394
Reclassifications:
Amounts reclassified from accumulated other comprehensive loss		—		4,485		4,485
Tax benefit		—		(1,154)		(1,154)
Net reclassifications		—		3,331		3,331
Other comprehensive income		2,394		3,331		5,725
Balance at November 2, 2024	$	1,296	$	(30,075)	$	(28,779)

(1)	Amounts reclassified are included in other income, net. Refer to Note 14 to the condensed consolidated financial statements for additional information related to pension and other postretirement benefits.

Note 13 Share-Based Compensation

The Company recognized share-based compensation expense of $32.17 million and $32.48 million during the thirteen weeks ~~and $10.0 million and $11.3 million during the thirty-nine weeks~~ ended ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025, respectively.

The Company had net repurchases of 118,147 and net issuances of 483,778 shares of common stock during the thirteen weeks ended May 2, 2026 and May 3, 2025, respectively, for restricted stock grants, stock performance awards issued to employees and common and restricted stock grants issued to non-employee directors, net of forfeitures and shares withheld to satisfy the tax withholding requirement.

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The Company had net issuances of 56,087 and 20,699 shares of common stock during the thirteen weeks ended November 1, 2025 and November 2, 2024, respectively, for restricted stock grants, stock performance awards issued to employees and common and restricted stock grants issued to non-employee directors, net of forfeitures and shares withheld to satisfy the tax withholding requirement. During the thirty-nine weeks ended November 1, 2025 and November 2, 2024, the Company had net issuances of 569,865 and 82,550 shares of common stock, respectively, related to share-based plans.

Restricted Stock

The following table summarizes restricted stock activity for the periods ended ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025:


	Thirteen Weeks Ended				Thirteen Weeks Ended
	~~November~~May 12, ~~2025~~2026				~~November~~May 23, ~~2024~~2025
			Weighted-				Weighted-
	Total Number		Average		Total Number		Average
	of Restricted		Grant Date		of Restricted		Grant Date
	Shares		Fair Value		Shares		Fair Value
Nonvested at August 2, 2025	1,337,946	$	23.38	Nonvested at August 3, 2024	1,240,275	$	27.48
Nonvested at January 31, 2026	1,288,190	$	22.29	Nonvested at February 1, 2025	1,141,319	$	27.60
Granted	~~133,159~~—		~~15.41~~—	Granted	2748,~~783~~063		3217.6218
Forfeited	(6919,~~340~~555)		22.8330	Forfeited	(3971,~~621~~329)		2724.6095
Vested	(31331,~~120~~726)		2728.5691	Vested	(37463,~~164~~989)		2622.7506
Nonvested at November 1, 2025	1,370,645	$	22.54	Nonvested at November 2, 2024	1,166,273	$	27.51
Nonvested at May 2, 2026	936,909	$	19.94	Nonvested at May 3, 2025	1,354,064	$	23.88


	Thirty-Nine Weeks Ended				Thirty-Nine Weeks Ended
	November 1, 2025				November 2, 2024
			Weighted-				Weighted-
	Total Number		Average		Total Number		Average
	of Restricted		Grant Date		of Restricted		Grant Date
	Shares		Fair Value		Shares		Fair Value
Nonvested at February 2, 2025	1,141,319	$	27.60	Nonvested at February 3, 2024	1,512,421	$	21.96
Granted	932,074		16.71	Granted	322,880		40.67
Forfeited	(156,969)		23.94	Forfeited	(88,980)		25.77
Vested	(545,779)		22.76	Vested	(580,048)		20.82
Nonvested at November 1, 2025	1,370,645	$	22.54	Nonvested at November 2, 2024	1,166,273	$	27.51

The Company did not grant any restricted shares during the thirteen weeks ended May 2, 2026. The Company granted 748,063 restricted shares during the thirteen weeks ended May 3, 2025, which have a graded vesting term of three years, with 50% vesting after two years and 50% after three years.

The Company granted 133,159 and 932,074 restricted shares during the thirteen and thirty-nine weeks ended November 1, 2025, respectively. Of the 932,074 restricted shares granted during the thirty-nine weeks ended November 1, 2025, 113,259 have a cliff-vesting term of one year and 818,815 have a graded vesting term of three years, with 50% vesting after two years and 50% after three years. The Company granted 2,783 restricted shares during the thirteen weeks ended November 2, 2024, which have a graded vesting term of three years, with 50% vesting after two years and 50% after three years. Of the 322,880 restricted shares the Company granted during the thirty-nine weeks ended November 2, 2024, 13,692 have a cliff-vesting term of one year and 309,188 shares have a graded vesting term of three years, with 50% vesting after two years and 50% vesting after three years.

Performance Awards

~~The Company granted no performance share awards during the thirty-nine weeks ended November 1, 2025.~~ During the ~~thirty-nine~~thirteen weeks ended ~~November~~May 2, ~~2024~~2026, the Company granted performance share awards for a targeted ~~165~~456,~~854~~681 shares, with a weighted-average grant date fair value of $4111.0545 in connection with the ~~2024~~2026 performance award (~~2024 –~~ 2026-2028 performance period). At the end of the vesting period, the employee will have earned an amount of shares or units between 0% and 200% of the targeted award, depending on the attainment of certain financial goals for the service period and individual achievement of strategic initiatives over the cumulative period of the award. The performance awards are payable in common stock for up to 100% of the targeted award and the remainder in cash if any portion exceeds the targeted award. Compensation expense is recognized based on the fair value of the award and the anticipated number of shares or units to be awarded for each tranche in accordance with the vesting schedule of the units over the three-year service period. The Company granted no performance share awards during the thirteen weeks ended May 3, 2025.

During the ~~thirty-nine~~thirteen weeks ended ~~November~~May 13, 2025, the Company granted long-term incentive awards payable in cash for the 2025-2027 performance period, with a target value of $6.7 million and a maximum value of $13.4 million. This award, which vests after a three-year period, is dependent upon the attainment of certain financial goals of the Company for each of the three years and individual achievement of strategic initiatives over the cumulative period of the award. The estimated cash liability, which is reflected within other liabilities on the consolidated balance sheet as of May 3, 2025, is being accrued over the three-year service period.

Stock Price Incentive Awards

25During the thirteen weeks ended May 2, 2026, the Company granted one-time stock price incentive (“SPI”) awards, payable in cash, to certain executives, with a total target value of $5.9 million. The SPI awards are based upon achievement of certain average stock price levels of the Company’s common shares for a defined period. Earned awards are payable in increments over a three-year performance period. The estimated cash liability of this award, which is reflected within other liabilities on the consolidated balance sheet as of May 2, 2026, is being accrued over the three-year service period.

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of strategic initiatives over the cumulative period of the award. The estimated value of this award, which is reflected within other liabilities on the consolidated balance sheet as of November 1, 2025, is being accrued over the three-year performance period.

Restricted Stock Units for Non-Employee Directors

Equity-based grants may be made to non-employee directors in the form of restricted stock units ("RSUs") payable in cash or common stock at no cost to the non-employee director. The RSUs are subject to a vesting requirement (usually one year) and earn dividend equivalents at the same rate as dividends on the Company’s common stock. The dividend equivalents, which vest immediately, are automatically reinvested in additional RSUs. Expense related to the initial grant of RSUs is recognized ratably over the vesting period based upon the fair value of the RSUs. The RSUs payable in cash are remeasured at the end of each period. Expense for the dividend equivalents is recognized at fair value when the dividend equivalents are granted. Gains and losses resulting from changes in the fair value of the RSUs payable in cash subsequent to the vesting period and through the settlement date are recognized in the Company’s condensed consolidated statements of earnings. The Company granted 2,~~141~~979 ~~and 868~~ RSUs ~~to non-employee directors for dividend equivalents, during the thirteen weeks ended November 1, 2025 and November 2, 2024, respectively,~~ with weighted-average grant date fair ~~values~~value of $1312.~~51 and $33.78,~~52 ~~respectively. The Company granted 79,062 and 30,191 RSUs to non-employee directors, including 6,276 and 2,807 for dividend equivalents,~~ during the ~~thirty-nine~~thirteen weeks ended ~~November~~May 12, ~~2025~~2026 and ~~November 2~~1,885 ~~2024,~~RSUs ~~respectively,~~ with weighted-average grant date fair ~~values~~value of $1315.2564, ~~and~~for ~~$34.99,~~dividend ~~respectively~~equivalents.

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Note 14 Retirement and Other Benefit Plans

The following table sets forth the components of net periodic benefit expense (income) for the Company, including the domestic and Canadian plans:


	Pension Benefits				Other Postretirement Benefits
	Thirteen Weeks Ended				Thirteen Weeks Ended
($ thousands)	~~November~~May 12, ~~2025~~2026		~~November~~May 23, ~~2024~~2025		~~November~~May 12, ~~2025~~2026		~~November~~May 23, ~~2024~~2025
Service cost	$	1,~~169~~328	$	1,~~233~~224	$	—	$	—
Interest cost		3,~~622~~617		3,~~760~~621		1213		1113
Expected return on assets		(5,~~558~~823)		(65,~~079~~556)		—		—
Amortization of:						—
Actuarial loss (gain)		1,~~428~~476		1,~~506~~477		(2018)		(2720)
Prior service cost		10—		127		—		—
Total net periodic benefit expense (income)	$	~~671~~598	$	~~432~~773	$	(85)	$	(167)


	Pension Benefits				Other Postretirement Benefits
	Thirty-Nine Weeks Ended				Thirty-Nine Weeks Ended
($ thousands)	November 1, 2025		November 2, 2024		November 1, 2025		November 2, 2024
Service cost	$	3,508	$	3,699	$	—	$	—
Interest cost		10,866		11,279		36		34
Expected return on assets		(16,676)		(18,210)		—		—
Amortization of:
Actuarial loss (gain)		4,284		4,530		(59)		(81)
Prior service cost		29		36		—		—
Total net periodic benefit expense (income)	$	2,011	$	1,334	$	(23)	$	(47)

Service cost is included in selling and administrative expenses. All other components of net periodic benefit expense (income) are included in other income, net in the condensed consolidated statements of earnings.

Note 15 Fair Value Measurements

Fair Value Hierarchy

Fair value measurement disclosure requirements specify a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (“observable inputs”) or reflect the Company’s own assumptions of market participant valuation (“unobservable inputs”). In accordance with the fair value guidance, the inputs to valuation techniques used to measure fair value are categorized into three levels based on the reliability of the inputs as follows:

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value guidance, the inputs to valuation techniques used to measure fair value are categorized into three levels based on the reliability of the inputs as follows:

●	Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

●	Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and

●	Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

In determining fair value, the Company uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company also considers counterparty credit risk in its assessment of fair value. Classification of the financial or non-financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

Measurement of Fair Value

The Company measures fair value as an exit price, the price to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date, using the procedures described below for all financial and non-financial assets and liabilities measured at fair value.

Non-Qualified Deferred Compensation Plan Assets and Liabilities

The Company maintains a non-qualified deferred compensation plan (the “Deferred Compensation Plan”) for the benefit of certain management employees. The investment funds offered to the participants generally correspond to the funds offered in the Company’s 401(k) plan, and the account balance fluctuates with the investment returns on those funds. The Deferred Compensation Plan permits the deferral of up to 50% of base salary and 100% of compensation received under the Company’s annual incentive plan. The deferrals are held in a separate trust, which has been established by the Company to administer the Deferred Compensation Plan. The assets of the trust are subject to the claims of the Company’s creditors in the event that the Company becomes insolvent. Consequently, the trust qualifies as a grantor trust for income tax purposes (i.e., a “Rabbi Trust”). The liabilities of the Deferred Compensation Plan are presented in other accrued expenses and the assets held by the trust are classified within prepaid expenses and other current assets in the condensed consolidated balance sheets. Changes in the Deferred Compensation Plan assets and liabilities are charged to selling and administrative expenses. The fair value is based on unadjusted quoted market prices for the funds in active markets with sufficient volume and frequency (Level 1).

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expenses and the assets held by the trust are classified within prepaid expenses and other current assets in the condensed consolidated balance sheets. Changes in the Deferred Compensation Plan assets and liabilities are charged to selling and administrative expenses. The fair value is based on unadjusted quoted market prices for the funds in active markets with sufficient volume and frequency (Level 1).

Non-Qualified Restoration Plan Assets and Liabilities

The Company maintains a non-qualified restoration deferred compensation plan (the “Restoration Plan”) for the benefit of certain members of executive management. The Restoration Plan provides an incremental retirement benefit to key executives whose contributions to qualified retirement plans are limited by Internal Revenue Service annual compensation maximums. The investment funds offered to the participants generally correspond to the funds offered in the Company’s 401(k) plan. The plan assets and liabilities fluctuate with the returns on the investment funds. The deferrals are held in a separate trust, which has been established by the Company to administer the Restoration Plan. The assets of the trust are subject to the claims of the Company’s creditors in the event that the Company becomes insolvent. Consequently, the trust qualifies as a grantor trust for income tax purposes (i.e., a “Rabbi Trust”). The liabilities of the Restoration Plan are presented in other accrued expenses and the assets held by the trust are classified within prepaid and other current assets in the condensed consolidated balance sheets. Changes in the Restoration Plan assets and liabilities are charged to selling and administrative expenses. The fair value is based on unadjusted quoted market prices for the funds in active markets with sufficient volume and frequency (Level 1).

Deferred Compensation Plan for Non-Employee Directors

Non-employee directors are eligible to participate in a deferred compensation plan with deferred amounts valued as if invested in the Company’s common stock through the use of phantom stock units (“PSUs”). Under the plan, each participating director’s account is credited with the number of PSUs equal to the number of shares of the Company’s common stock that the participant could purchase or receive with the amount of the deferred compensation, based upon the average of the high and low prices of the Company’s common stock on the last trading day of the fiscal quarter when the cash compensation was earned. Dividend equivalents are paid on PSUs at the same rate as dividends on the Company’s common stock and are reinvested in additional PSUs at the next fiscal quarter-end. The liabilities of the plan are based on the fair value of the outstanding PSUs and are presented in other accrued expenses (current portion) or other liabilities in the condensed consolidated balance sheets. Gains and losses resulting from changes in the fair value of the PSUs are presented in selling and administrative expenses in the Company’s condensed consolidated statements of earnings. The fair value of each PSU is based on an unadjusted quoted market price for the Company’s common stock in an active market with sufficient volume and frequency on each measurement date (Level 1).

Restricted Stock Units for Non-Employee Directors

Under the Company’s incentive compensation plans, cash-equivalent restricted stock units (“RSUs”) of the Company were previously granted at no cost to non-employee directors. These cash-equivalent RSUs are subject to a vesting requirement (usually one year), earn dividend-equivalent units, and are settled in cash on the date the director terminates service or such earlier date as a director may elect, subject to restrictions, based on the then current fair value of the Company’s common stock. The fair value of each cash-equivalent RSU is based on an unadjusted quoted market price for the Company’s common stock in an active market with sufficient volume and frequency on each measurement date (Level 1). Additional information related to RSUs for non-employee directors is disclosed in Note 13 to the condensed consolidated financial statements.

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~~unadjusted~~The ~~quoted~~following ~~market~~table ~~price~~presents ~~for~~ the Company’s ~~common~~assets ~~stock~~and inliabilities anthat ~~active~~are ~~market~~measured ~~with~~at ~~sufficient~~fair ~~volume~~value on a recurring basis at May 2, 2026, May 3, 2025 and ~~frequency~~January on31, ~~each~~2026. During ~~measurement~~the ~~date~~thirteen (weeks ended May 2, 2026 and May 3, 2025, there were no transfers into or out of Level 1)3.

Restricted Stock Units for Non-Employee Directors

Under the Company’s incentive compensation plans, cash-equivalent restricted stock units (“RSUs”) of the Company were previously granted at no cost to non-employee directors. These cash-equivalent RSUs are subject to a vesting requirement (usually one year), earn dividend-equivalent units, and are settled in cash on the date the director terminates service or such earlier date as a director may elect, subject to restrictions, based on the then current fair value of the Company’s common stock. The fair value of each cash-equivalent RSU is based on an unadjusted quoted market price for the Company’s common stock in an active market with sufficient volume and frequency on each measurement date (Level 1). Additional information related to RSUs for non-employee directors is disclosed in Note 12 to the condensed consolidated financial statements.

The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at November 1, 2025, November 2, 2024 and February 1, 2025. During the thirty-nine weeks ended November 1, 2025 and November 2, 2024, there were no transfers into or out of Level 3.

Fair Value Measurements

($ thousands)

Total

Level 1

Level 2

Level 3

Asset (Liability)

November 1, 2025:

May 2, 2026:

Non-qualified deferred compensation plan assets

1213,~~462~~112

—

Non-qualified deferred compensation plan liabilities

(1213,~~462~~112)

—

Non-qualified restoration plan assets

~~415~~520

—

Non-qualified restoration plan liabilities

(~~415~~520)

—

Deferred compensation plan liabilities for non-employee directors

(~~619~~916)

—

Restricted stock units for non-employee directors

(~~691~~849)

—

November 2, 2024:

May 3, 2025:

Non-qualified deferred compensation plan assets

1011,~~636~~037

—

Non-qualified deferred compensation plan liabilities

(1011,~~636~~037)

—

Non-qualified restoration plan assets

~~250~~447

—

Non-qualified restoration plan liabilities

(~~250~~447)

—

Deferred compensation plan liabilities for non-employee directors

(~~1,597~~922)

—

Restricted stock units for non-employee directors

(~~1,807~~988)

—

February 1, 2025:

January 31, 2026:

Non-qualified deferred compensation plan assets

1012,~~939~~717

—

Non-qualified deferred compensation plan liabilities

(1012,~~939~~717)

—

Non-qualified restoration plan assets

~~444~~521

—

Non-qualified restoration plan liabilities

(~~444~~521)

—

Deferred compensation plan liabilities for non-employee directors

(~~1,039~~856)

—

Restricted stock units for non-employee directors

(~~1,130~~769)

—

Impairment Charges

The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important that could trigger an impairment review include underperformance relative to historical or projected future operating results, a significant change in the manner of the use of the asset, or a negative industry or economic trend. When the Company determines that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more of the aforementioned factors, impairment is measured based on a projected discounted cash flow method. Certain factors, such as estimated store sales and expenses, used for this nonrecurring fair value measurement are considered Level 3 inputs as defined by FASB ASC Topic 820, Fair Value Measurement. Long-lived assets held and used with carrying amounts of $~~638~~639.4 million and $~~651~~623.53 million at May 2, 2026 and May 3, 2025, respectively, were assessed for indicators of impairment. This assessment resulted in impairment charges for operating lease right-of-use assets, leasehold improvements and furniture and fixtures in the Company’s retail stores.


		Thirteen Weeks Ended
($ thousands)		May 2, 2026		May 3, 2025
Long-Lived Asset Impairment Charges:
Famous Footwear		$	193	$	277
Brand Portfolio			97		—
Total long-lived asset impairment charges		$	290	$	277

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November 1, 2025 and November 2, 2024, respectively, were assessed for indicators of impairment. This assessment resulted in impairment charges for operating lease right-of-use assets, leasehold improvements and furniture and fixtures in the Company’s retail stores.


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
($ thousands)	November 1, 2025		November 2, 2024		November 1, 2025		November 2, 2024
Long-Lived Asset Impairment Charges:
Famous Footwear	$	633	$	287	$	1,330	$	787
Brand Portfolio		15		253		20		553
Total long-lived asset impairment charges	$	648	$	540	$	1,350	$	1,340

Fair Value of the Company’s Other Financial Instruments

The fair values of cash and cash equivalents, receivables and trade accounts payable approximate their carrying values due to the short-term nature of these instruments (Level 1).

The fair values of the borrowings under revolving credit agreement of $~~355~~347.05 million and $~~238~~258.5 million as of ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025, respectively, approximate their carrying values due to the short-term nature of the borrowings (Level 1).

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Note 16 Income Taxes

The Company’s consolidated effective tax rate can vary considerably from period to period, depending on a number of factors. The Company’s consolidated effective tax rates were 7632.74% and 2329.68% for the thirteen weeks ended ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024, respectively. For the thirty-nine weeks ended November 1,~~ 2025 ~~and November 2~~, ~~2024, the Company’s consolidated effective tax rates were 29.3% and 23.8%,~~ respectively. The higher effective tax ~~rates~~rate ~~for~~was ~~the thirteen and thirty-nine weeks ended November 1, 2025 were primarily~~ driven by ~~the~~discrete ~~year-to-date pre-~~tax ~~book~~provisions ~~income~~related ~~mix,~~to ~~including~~share-based ~~the~~compensation ~~financial results~~ of ~~Stuart Weitzman following the acquisition on August 4, 2025~~$1. ~~The~~2 ~~effective~~million ~~tax~~and ~~rate for the thirty-nine weeks ended November 1, 2025 was also impacted by discrete tax benefits of~~ $20.53 million ~~associated with the resolution of the remaining transition tax~~ for the ~~mandatory~~thirteen ~~deemed repatriation of cumulative foreign earnings. For the thirty-nine~~ weeks ended ~~November~~May 2, ~~2024,~~2026 ~~the~~and ~~Company~~May ~~recorded~~3, ~~discrete~~2025, ~~tax benefits of approximately $1~~respectively.1 ~~million related to share-based compensation.~~

As of ~~November~~ 1May 2, ~~2025~~2026, no deferred taxes have been provided on the accumulated unremitted earnings of the Company’s foreign subsidiaries that are not subject to United States income tax. The Company periodically evaluates its international investment opportunities and plans, as well as its international working capital needs, to determine the level of investment required and, accordingly, determines the level of international earnings that is considered indefinitely reinvested. Based upon that evaluation, earnings of the Company’s international subsidiaries that are not otherwise subject to United States taxation are considered to be indefinitely reinvested, and accordingly, deferred taxes have not been provided. If changes occur in future investment opportunities and plans, those changes will be reflected when known and may result in providing residual United States deferred taxes on unremitted international earnings.

Note 17 Commitments and Contingencies

Environmental Remediation

Prior operations included numerous manufacturing and other facilities for which the Company may have responsibility under various environmental laws for the remediation of conditions that may be identified in the future. The Company is involved in environmental remediation and ongoing compliance activities at several sites and has been notified that it is or may be a potentially responsible party at several other sites.

Redfield

The Company is remediating, under the oversight of Colorado authorities, the groundwater and indoor air at its owned facility in Colorado (the “Redfield site” or, when referring to remediation activities at or under the facility, the “on-site remediation”) and residential neighborhoods adjacent to and near the property (the “off-site remediation”) that have been affected by solvents previously used at the facility. The on-site remediation calls for the operation of a pump and treat system (which prevents migration of contaminated groundwater off the property) as the final remedy for the site, subject to monitoring and periodic review of the on-site conditions and other remedial technologies that may be developed in the future. In 2016, the Company submitted a revised plan to address on-site conditions, including direct treatment of source areas, and received approval from the oversight authorities to begin implementing the revised plan. The Company received permission from the oversight authorities to convert the pump and treat system to a passive treatment barrier system and completed the conversion during 2023.

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Off-site groundwater concentrations have been reducing over time since installation of the pump and treat system in 2000 and injection of clean water beginning in 2003. However, localized areas of contaminated bedrock just beyond the property line continue to impact off-site groundwater. The modified work plan for addressing this condition includes converting the off-site bioremediation system into a monitoring well network and employing different remediation methods in these recalcitrant areas. In accordance with the work plan, a pilot test was conducted of certain groundwater remediation methods and the results of that test were used to develop more detailed plans for remedial activities in the off-site areas, which were approved by the authorities and are being implemented in a phased manner. The results of groundwater monitoring are being used to evaluate the effectiveness of these activities. The Company continues to implement the expanded remedy work plan that was approved by the oversight authorities in 2015 and to work with the oversight authorities on the off-site work plan.

The cumulative expenditures for both on-site and off-site remediation through ~~November~~May 12, ~~2025~~2026 were $35.54 million. The Company has recovered a portion of these expenditures from insurers and other third parties. The reserve for the anticipated future remediation activities at ~~November~~May 12, ~~2025~~2026 is $8.9 million, of which $8.01 million is recorded within other liabilities and $0.98 million is recorded within other accrued expenses. Of the total $8.9 million reserve, $4.5 million is for off-site remediation and $4.4 million is for on-site remediation. The liability for the on-site remediation was discounted at 4.8%. On an undiscounted basis, the on-site remediation liability would be $1211.5 9 million as of ~~November~~May 12, ~~2025~~2026. The Company expects to spend approximately $0.1 million in ~~2025~~2026, $0.1 million in each of the following four years and $1211.04 million in the aggregate thereafter related to the on-site remediation.

Other

Various federal and state authorities have identified the Company as a potentially responsible party for remediation at certain other sites. However, the Company does not currently believe that its liability for such sites, if any, would be material.

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The Company continues to evaluate its remediation plans in conjunction with its environmental consultants and records its best estimate of remediation liabilities. However, future actions and the associated costs are subject to oversight and approval of various governmental authorities. Accordingly, the ultimate costs may vary, and it is possible costs may exceed the recorded amounts.

Litigation

The Company is involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such ordinary course of business proceedings and litigation currently pending is not expected to have a material adverse effect on the Company’s results of operations or financial position. Legal costs associated with litigation are generally expensed as incurred.

Note 18 Subsequent Events

U.S. Tariff Update

On February 20, 2026, the U.S. Supreme Court invalidated certain tariffs imposed under the International Emergency Powers Act (“IEEPA”) and in March 2026, the U.S. Court of International Trade ordered the U.S. Customs and Border Protection Agency (“CBP”) to suspend collection of the invalidated tariffs and to establish a process to refund IEEPA tariffs previously collected. On April 20, 2026, CBP launched an online portal to facilitate the submission of IEEPA tariff refund claims. All requests will be reviewed by the CBP to determine validity prior to the issuance of refunds, and the potential availability and amount of any refunds associated with the ruling remains uncertain. The Company submitted refund claims through the CBP portal for approximately $57.9 million, excluding applicable interest. There can be no guarantee that a refund will equal the full amount of IEEPA tariffs paid, and any refund may be subject to further legal and regulatory developments that could delay, reduce, or eliminate any refund. As a result of this uncertainty, as of May 2, 2026 we have not recorded a receivable related to the potential recovery of IEEPA tariffs paid. Beginning on May 11, 2026, the Company has received cash of $16.8 million for a portion of its refunds claims, with applicable interest. The Company continues to monitor developments and assess the potential impact on its consolidated financial statements and results of operations.

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ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Business Overview

We are a global footwear company that operates retail 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.

Known Trends Impacting Our Business

Based on the current macroeconomic environment and our recent operating results, we believe the following trends may continue to impact our business and operating results:

Macroeconomic Environment

Macroeconomic ~~factors~~conditions continued to ~~impact~~weigh on consumer discretionary spending and our financial results during the ~~third~~first quarter of ~~2025~~2026. We ~~continued~~Consumers toremain ~~experience~~impacted ~~less~~by ~~consumer~~elevated ~~traffic~~interest inrates, ~~our~~persistent ~~Famous Footwear retail stores during the third quarter~~inflation, ~~resulting in lower net sales. Tariff volatility~~ and ~~the~~expectations ~~lack~~ of ~~clarity surrounding~~ future ~~trade~~price ~~policy~~increases, ~~developments~~which have ~~heightened~~increased ~~uncertainty~~pressure inon ~~the~~discretionary ~~global economy~~spending. We ~~source~~In ~~a majority of our products internationally. Following the executive orders on tariffs in early 2025~~addition, weheightened ~~acted~~geopolitical ~~quickly~~volatility tohas ~~adjust~~adversely ~~our~~affected ~~country sourcing mix and took other actions to mitigate~~ the ~~tariff~~global ~~impact, such as negotiating price concessions with our factories and selectively raising prices~~economy. ~~Despite~~ ~~these~~More ~~actions~~recently, weconflict ~~have~~throughout ~~been subject to tariffs ranging from 19% to 50% and price increases from our vendors. While we believe that~~ the ~~structural~~Middle ~~changes we have implemented in the last few years~~East, asparticularly ~~well as our diversified model and operational discipline, enable~~ the ~~Company~~war ~~to drive value~~ in aIran, ~~variety~~has ofincreased ~~market~~oil ~~conditions~~prices, ~~changes~~resulting in ~~macro-level~~higher ~~consumer~~product ~~spending trends~~ and ~~the~~transportation ~~impact~~costs. ofAs ~~trade~~a ~~policy~~result, ~~decisions~~we ~~may~~continued ~~continue~~ to ~~adversely~~experience ~~impact~~lower ~~our~~consumer ~~financial~~traffic ~~results~~ in ~~the future. In the near-term, we are focused on the areas within~~ our ~~control,~~Famous ~~including~~Footwear ~~optimizing~~retail ~~our~~stores ~~sourcing~~during ~~strategy. In addition,~~ the ~~expense reduction initiatives that began in the second~~ quarter ~~of 2025 are expected to decrease selling and administrative expenses by approximately $15 million on an annualized basis~~. ~~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.~~

Tariff volatility and the lack of clarity surrounding future trade policy developments have heightened uncertainty in the global economy. We source a majority of our products internationally. We continue to monitor changes in policy impacting global trade, including tariffs, which have been volatile and subject to ongoing modification. In February 2026, the U.S. Supreme Court invalidated certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) and in March 2026, the U.S. Court of International Trade ordered the U.S. Customs and Border Protection Agency (“CBP”) to suspend collection of the invalidated tariffs and to establish a process to refund IEEPA tariffs previously collected. While the timing remains uncertain, we currently estimate that we are eligible to receive approximately $57.9 million in refunds related to the invalidated tariffs. Beginning in April 2026, we began filing refund claims with CBP related to eligible tariff payments made. There can be no guarantee that a refund will equal the full amount of IEEPA tariffs paid, and any refund may be subject to further legal and regulatory developments that could delay, reduce, or eliminate any refund. As a result of this uncertainty, as of May 2, 2026, we have not recorded a receivable related to the potential recovery of IEEPA tariffs paid. Beginning on May 11, 2026, the Company has received cash of $16.8 million for a portion of its refunds claims, with applicable interest.

Additionally, following the Supreme Court’s ruling invalidating the IEEPA tariffs, the U.S. imposed a temporary 10% general tariff under Section 122 of the Trade Act of 1974 and initiated additional trade actions, including investigations under Section 301 of the Trade Act of 1974, that may result in further tariffs.. There remains substantial uncertainty regarding the potential changes or pauses to existing and newly announced tariffs, tariff levels, and whether additional tariffs or other reciprocal actions may be imposed, modified, or suspended. We have continued to implement various mitigation strategies including adjusting the countries from which we source our products and negotiating price concessions with our factories and selectively raising prices. Proposed or enacted tariffs and changes to U.S. trade policies may be reinstituted, paused, removed, or changed at any time, and to the extent we are unable to successfully mitigate any negative resulting impacts, it could adversely affect our business, financial condition, and results of operation.

Liquidity

Our liquidity position remains strong, with $3437.07 million in cash and cash equivalents and excess availability on our revolving credit agreement of $~~278~~191.15 million as of ~~November~~May 12, ~~2025~~2026. During the ~~third~~first quarter of ~~2025~~2026, borrowings on our revolving credit agreement increased to $~~355~~347.05 million, primarily driven by borrowings to fund the acquisition of Stuart Weitzman in the third quarter of 2025. Refer to Note 3 to the condensed consolidated financial statements for further discussion of the acquisition.

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Financial Highlights

Highlights of our consolidated and segment results for the ~~third~~first quarter of ~~2025~~2026 and ~~2024~~2025 are as follows:


	Thirteen Weeks Ended
($ millions, except per share amounts)	~~November~~May 12, ~~2025~~2026		~~November~~May 23, ~~2024~~2025		Change (1)
Consolidated net sales	$~~790~~666.16		$~~740~~614.92		$4952.24	68.65	%
Famous Footwear segment net sales	$~~418~~319.83		$~~428~~327.37		($98.54)	(2.25)	%
Famous Footwear comparable sales % change	(1.2.3)	%	2(4.56)	%	n/m	n/m
Brand Portfolio segment net sales	$~~383~~356.73		$~~322~~295.94		$60.89	1820.86	%
Gross profit	$~~329~~315.95		$~~327~~278.07		$236.98	013.92	%
Gross margin	4147.83	%	4445.14	%	n/m	~~n/m~~190	bps
Operating earnings	$1223.09		$5611.76		($4412.7)3	~~(78~~106.9)3	%
Diluted earnings per share	$0.0742		$10.1921		($10.~~12)~~21	~~(94~~100.1)0	%

(1)

n/m – not meaningful

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Metrics Used in the Evaluation of Our Business

The following are a few key metrics by which we evaluate our business, identify trends 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 other retailers may calculate the metric differently. Management uses the comparable sales metric as a measure of an individual store’s success to determine whether it is performing in line with expectations. Our comparable sales metric is a daily-weighted calculation for the period, which includes sales for stores that have been open for 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 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. In fiscal years with 53 weeks, the 53^rd week of comparable sales is included in the calculation. In the following year, the prior fiscal year period is shifted by one week to compare similar calendar weeks. We believe the comparable sales metric is useful to shareholders and investors in assessing our retail sales performance of existing locations with comparable prior year sales, separate from the impact of store openings or store closures.

Sales per square foot

The sales per square foot metric is commonly used in the retail industry to calculate the efficiency of sales based upon the square footage in a store. Management uses the sales per square foot metric as a measure of an individual store’s success to determine whether it is performing in line with expectations. The sales per square foot metric is calculated by dividing total retail store sales, excluding e-commerce sales and the retail operations of our joint venture in China, by the total square footage of the retail store base in North America at the end of each month of the respective period.

Direct-to-consumer sales

Direct-to-consumer sales includes sales from our retail stores, our company-owned websites and sales through our customers’ websites that we fulfill on a drop-ship basis. While we take an omni-channel approach to reach consumers, we believe that our direct-to-consumer channels reinforce the image of our brands and strengthens our connection with the end consumer. In addition, direct-to-consumer sales generally result in a higher gross margin for the Company as compared to wholesale sales. As a result, management monitors trends in direct-to-consumer sales as a percentage of our Brand Portfolio segment and total consolidated net sales.

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RESULTS OF OPERATIONS

Following are the consolidated results and the results by segment:

CONSOLIDATED RESULTS


	Thirteen Weeks Ended								~~Thirty-Nine Weeks Ended~~
	~~November~~May 12, ~~2025~~2026				~~November~~May 23, ~~2024~~2025				~~November 1, 2025~~				~~November 2, 2024~~
			% of				% of				~~% of~~				~~% of~~
($ millions)			Net Sales				Net Sales				~~Net Sales~~				~~Net Sales~~
Net sales	$	~~790~~666.16	100.0	%	$	~~740~~614.92	100.0	%	$	~~2,062.8~~	~~100.0~~	%	$	~~2,083.5~~	~~100.0~~	%
Cost of goods sold		~~460~~351.1	5852.27	%		~~413~~335.95	5554.96	%		~~1,168.4~~	~~56.6~~	%		~~1,136.6~~	~~54.5~~	%
Gross profit		~~329~~315.95	4147.83	%		~~327~~278.07	4445.14	%		~~894.4~~	~~43.4~~	%		~~946.9~~	~~45.5~~	%
Selling and administrative expenses		~~311~~293.27	3944.41	%		~~268~~266.75	3643.24	%		~~847.5~~	~~41.1~~	%		~~803.3~~	~~38.6~~	%
Restructuring and other special charges, net		6(2.71)	(0.94)	%		10.6	0.21	%		~~14.1~~	~~0.7~~	%		~~1.6~~	~~0.1~~	%
Operating earnings		1223.09	13.56	%		5611.76	71.79	%		~~32.8~~	~~1.6~~	%		~~142.0~~	~~6.8~~	%
Interest expense, net		(54.57)	(0.7)	%		(23.98)	(0.46)	%		~~(13.8)~~	~~(0.7)~~	%		~~(10.0)~~	~~(0.5)~~	%
Other (expense) income, net		(0.3)	(0.0)	%		0.0	0.0	%		1.4	0.1	%		2.2	0.1	%
Other income, net		1.2	0.2	%		0.7	0.1	%
Earnings before income taxes		620.24	03.81	%		~~53.~~8.5	71.34	%		~~20.4~~	~~1.0~~	%		~~134.2~~	~~6.4~~	%
Income tax provision		(46.76)	0(1.60)	%		(122.76)	(10.74)	%		~~(6.0)~~	~~0.3~~	%		~~(32.0)~~	~~(1.5)~~	%
Net earnings		113.48	0.2.1	%		415.19	51.60	%		~~14.4~~	~~0.7~~	%		~~102.2~~	~~4.9~~	%
Net loss attributable to noncontrolling interests		(1.0.5)	(0.1)	%		(01.30)	(0.01)	%		~~(1.6)~~	~~(0.1)~~	%		~~(0.1)~~	~~(0.0)~~	%
Net earnings attributable to Caleres, Inc.	$	214.43	02.32	%	$	416.49	51.61	%	$	~~16.0~~	~~0.8~~	%	$	~~102.3~~	~~4.9~~	%

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Net Sales

Net sales increased $4952.24 million, or 68.65%, to $~~790~~666.16 million for the ~~third~~first quarter of ~~2025~~2026, compared to $~~740~~614.92 million for the ~~third~~first quarter of ~~2024~~2025. Net sales of our Brand Portfolio segment increased $60.89 million, or 1820.86%, reflecting the impact of our Stuart Weitzman acquisition on August 4, 2025, which contributed net sales of $4543.89 million, and organic growth in our owned e-commerce and wholesale businesses. We saw strength in premium brands and ~~declines~~growth in most of our more value-oriented brands. Net sales in our Famous Footwear segment decreased $98.54 million, or 2.25%, and comparable sales declined 1.2.3%, reflecting less traffic in our retail stores. Our direct-to-consumer sales represented approximately 7167% of consolidated net sales for the ~~third~~first quarter of ~~2025~~2026, compared to 7270% for the ~~third~~first quarter of ~~2024~~2025. We remain focused on international growth, direct-to-consumer penetration, elevating the consumer experience at Famous Footwear and maximizing the vertical opportunity between the Famous Footwear and Brand Portfolio segments, with Dr. Scholl’s, LifeStride, Naturalizer, ~~and~~ Blowfish Malibu, and Ryka representing ~~four~~five of Famous Footwear’s top 20 best-selling footwear brands during the quarter.

Net sales decreased $20.7 million, or 1.0%, to $2,062.8 million for the nine months ended November 1, 2025, compared to $2,083.5 million for the nine months ended November 2, 2024. Net sales for our Famous Footwear segment decreased $52.1 million, or 4.3% during the first nine months of 2025, compared to the first nine months of 2024 and comparable sales declined 3.0%. Net sales for our Brand Portfolio segment increased $29.1 million, primarily reflecting the impact of our Stuart Weitzman acquisition, which contributed net sales of $45.8 million. On a consolidated basis, our direct-to-consumer sales were 72% of total net sales for the nine months ended November 1, 2025, consistent with the nine months ended November 2, 2024.

Gross Profit

Gross profit increased $236.98 million, or 013.92%, to $~~329~~315.95 million for the ~~third~~first quarter of ~~2025~~2026, compared to $~~327~~278.07 million for the ~~third~~first quarter of ~~2024~~2025. As a percentage of net sales, gross profit ~~decreased~~increased to 4147.83% for the ~~third~~first quarter of ~~2025~~2026, compared to 4445.14% for the ~~third~~first quarter of ~~2024~~2025, ~~driven~~primarily byreflecting lower ~~merchandise~~ongoing ~~margins~~tariffs, ~~associated with~~ the ~~impact~~continuation of ~~tariffs,~~our ~~higher~~tariff ~~inventory~~mitigation ~~markdowns~~efforts, ~~and higher sales of~~ lower ~~margin product. In addition~~markdowns, ~~the~~and ~~Brand~~favorable ~~Portfolio~~product ~~segment recognized $7~~mix.~~7 million in incremental cost of goods sold related to the fair value step-up adjustment on the acquired Stuart Weitzman inventory in the third quarter of 2025.~~

Gross profit decreased $52.5 million, or 5.5%, to $894.4 million for the nine months ended November 1, 2025, compared to $946.9 million for the nine months ended November 2, 2024. As a percentage of net sales, gross profit decreased to 43.4% for the nine months ended November 1, 2025, compared to 45.5% for the nine months ended November 2, 2024, driven by lower merchandise margins associated with the impact of tariffs, higher inventory markdowns, incremental cost of goods sold of $7.7 million for the Stuart Weitzman fair value inventory step-up adjustment required for purchase accounting and incremental costs associated with canceling and moving inventory out of China after the tariff escalation in April.

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

Selling and Administrative Expenses

Selling and administrative expenses increased $4227.52 million, or 1510.92%, to $~~311~~293.27 million for the ~~third~~first quarter of ~~2025~~2026, compared to $~~268~~266.75 million for the ~~third~~first quarter of ~~2024~~2025. The increase was driven by expenses associated with ~~the~~our acquired Stuart Weitzman brand ~~acquired in the third quarter of 2025~~, as well as higher expenses associated with our ~~cash and share-based~~ incentive compensation programs. As a percentage of net sales, selling and administrative expenses increased to 3944.41% for the ~~third~~first quarter of ~~2025~~2026, from 3643.24% for the ~~third~~first quarter of ~~2024~~2025.

Selling and administrative expenses increased $44.2 million, or 5.5%, to $847.5 million for the nine months ended November 1, 2025, compared to $803.3 million for the nine months ended November 2, 2024. 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 and upgrades to the FLAIR concept and higher store rent expense as leases are renewed and a higher provision for expected credit losses. These increases were partially offset by lower advertising and marketing expenses and lower expenses for our cash and share-based incentive compensation plans. As a percentage of net sales, selling and administrative expenses increased to 41.1% for the nine months ended November 1, 2025, from 38.6% for the nine months ended November 2, 2024.

3330

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Restructuring and Other Special Charges, Net

Restructuring and other special charges, ofnet ~~$6.7~~resulted ~~million~~in ~~and~~income of $142.1 million for the ~~third~~first quarter ~~and~~of ~~nine months ended November 1~~2026, ~~2025,~~driven ~~respectively,~~by ~~were~~a ~~for~~gain ~~legal,~~on ~~information~~the ~~technology~~sale ~~and~~of ~~other~~one ~~related~~of ~~costs~~the ~~associated~~remaining ~~with~~parcels comprising the ~~acquisition~~corporate headquarters and ~~integration~~offset ofby Stuart Weitzman, ~~which~~acquisition ~~closed on August 4, 2025,~~ and ~~severance~~integration ~~and other related~~ costs ~~associated with our expense reduction initiatives~~. Refer to Note 6 to the condensed consolidated financial statements for additional information related to these charges. We incurred restructuring costs of $10.6 million for the ~~third~~first quarter of 2025, primarily for legal and ~~nine~~other ~~months~~related ~~ended~~costs ~~November~~associated 2,with ~~2024,~~the ~~primarily~~acquisition ~~for~~of ~~severance~~Stuart Weitzman.

Operating Earnings

Operating earnings ~~decreased~~increased $4412.73 million to $1223.09 million for the ~~third~~first quarter of ~~2025~~2026, compared to $5611.76 million for the ~~third~~first quarter of ~~2024~~2025, reflecting the factors described above. As a percentage of net sales, operating earnings were 13.56% for the ~~third~~first quarter of ~~2025~~2026, compared to 71.79% for the ~~third~~first quarter of ~~2024~~2025.

Operating earnings decreased $109.2 million to $32.8 million for the nine months ended November 1, 2025, compared to $142.0 million for the nine months ended November 2, 2024, primarily reflecting lower net sales and gross profit. As a percentage of net sales, operating earnings were 1.6% for the nine months ended November 1, 2025, compared to 6.8% for the nine months ended November 2, 2024.

Interest Expense, Net

Interest expense, net increased $20.69 million, or 8823.57%, to $54.57 million for the ~~third~~first quarter of ~~2025~~2026, compared to $23.98 million for the ~~third~~first quarter of ~~2024~~2025, reflecting higher average borrowings on our revolving credit facility. ~~Interest~~ ~~expense, net increased $3.8 million, or 37.5%, to $13.8 million for the nine months ended November 1, 2025, compared to $10.0 million for the nine months ended November 2, 2024.~~ As discussed above, we used the revolving credit facility to fund the acquisition of Stuart Weitzman that closed on August 4, 2025. ~~We anticipate that the higher borrowings will result in higher interest expense for the remainder of 2025 and into fiscal 2026.~~

Other ~~(Expense)~~ Income, Net

Other ~~expense~~income, net ~~was~~increased $0.35 million ~~for the third quarter of 2025, compared~~ to an ~~immaterial amount for the third quarter of 2024. Other income decreased~~ $~~0.8 million to $~~1.42 million for the ~~nine~~first ~~months~~quarter ~~ended~~of ~~November 1~~2026, ~~2025,~~ compared to $20.27 million for the ~~nine~~first ~~months~~quarter ~~ended~~of ~~November 2~~2025, ~~2024,~~ primarily reflecting ~~lower~~higher income generated from our pension plan assets in the ~~third~~first quarter ~~and~~of ~~nine months ended November 1, 2025~~2026. Refer to Note 14 of the condensed consolidated financial statements for further information.

Income Tax Provision

Our effective tax rate can vary considerably from period to period, depending on a number of factors. Our consolidated effective tax rates were 7632.74% and 2329.68% for the thirteen weeks ended ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024, respectively. For the thirty-nine weeks ended November 1,~~ 2025 ~~and November 2~~, ~~2024, our consolidated effective tax rates were 29.3% and 23.8%,~~ respectively. The higher effective tax ~~rates~~rate ~~for~~was ~~the thirteen and thirty-nine weeks ended November 1, 2025 were primarily~~ driven by ~~the~~discrete ~~year-to-date pre-~~tax ~~book~~provisions ~~income~~related ~~mix,~~to ~~including~~share-based ~~the~~compensation ~~financial results~~ of ~~Stuart Weitzman following the acquisition on August 4, 2025~~$1. ~~The~~2 ~~effective~~million ~~tax~~and ~~rate for the thirty-nine weeks ended November 1, 2025 was also impacted by discrete tax benefits of~~ $20.53 million ~~associated with the resolution of the remaining transition tax~~ for the ~~mandatory~~thirteen ~~deemed repatriation of cumulative foreign earnings. For the thirty-nine~~ weeks ended ~~November~~May 2, ~~2024,~~2026 weand ~~recorded~~May ~~discrete~~3, ~~tax~~2025, ~~benefits of approximately $1~~respectively.~~1 million related to share-based compensation.~~

In 2021, the Organization for Economic Cooperation and Development (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. ~~The~~In ~~United~~January ~~States~~2026, ~~has~~the ~~not~~OECD ~~yet~~announced ~~enacted~~that ~~legislation~~the ~~implementing~~U.S. ~~Pillar~~multinational ~~Two~~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.

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 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.

Net Earnings Attributable to Caleres, Inc.

Net earnings attributable to Caleres, Inc. ~~was~~were $214.~~4 million~~3 ~~and $16.0~~ million for the ~~third~~first quarter ~~and~~of ~~nine~~2026 ~~months ended November 1, 2025, respectively,~~ compared to $416.49 million ~~and $102.3 million~~ for the ~~third~~first quarter ~~and~~of ~~nine months ended November 2~~2025, ~~2024,~~ as a result of the factors described above.

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FAMOUS FOOTWEAR


	Thirteen Weeks Ended										~~Thirty-Nine Weeks Ended~~
	~~November~~May 12, ~~2025~~2026					~~November~~May 23, ~~2024~~2025					~~November 1, 2025~~					~~November 2, 2024~~
				% of					% of					~~% of~~					~~% of~~
($ millions, except sales per square foot)				Net Sales					Net Sales					~~Net Sales~~					~~Net Sales~~
Net sales	$	~~418~~319.83		100.0	%	$	~~428~~327.37		100.0	%	$	~~1,146.0~~		~~100.0~~	%	$	~~1,198.1~~		~~100.0~~	%
Cost of goods sold		~~244~~179.43		5856.42	%		~~244~~179.53		5754.17	%		~~648.6~~		~~56.6~~	%		~~663.9~~		~~55.4~~	%
Gross profit		~~174~~140.30		4143.68	%	$	~~183~~148.84		4245.93	%		~~497.4~~		~~43.4~~	%	$	~~534.2~~		~~44.6~~	%
Selling and administrative expenses		~~153~~140.4		3644.60	%		~~154~~143.04		3643.08	%		~~453.0~~		~~39.5~~	%		~~453.2~~		~~37.9~~	%
Restructuring and other special charges, net		~~0.2~~—		~~0.0~~—	%		~~0.2~~—		—	%		~~0.3~~		~~0.0~~	%		~~0.2~~		—	%
Operating earnings	$	20.7		5.0	%	$	29.6		6.9	%	$	44.1		3.9	%	$	80.8		6.7	%
Operating (loss) earnings	$	(0.4)		(0.1)	%	$	5.0		1.5	%

Key Metrics
Comparable sales % change		(1.2.3)	%				2(4.56)	%				~~(3.0)~~	%				~~(0.9)~~	%
Comparable sales $ change	$	(57.02)				$	10(15.36)				$	~~(34.4)~~				$	~~(10.2)~~
Sales change from new and closed stores, net	$	(41.54)				$	(316.70)				$	~~(17.3)~~				$	~~(4.5)~~
Impact of changes in Canadian exchange rate on sales	$	—0.2				$	(0.13)				$	~~(0.3)~~				$	~~(0.4)~~

Sales per square foot, excluding e-commerce (thirteen and thirty-nine weeks ended)	$	64				$	65				$	178				$	185
Sales per square foot, excluding e-commerce (thirteen weeks ended)	$	50				$	51
Sales per square foot, excluding e-commerce (trailing twelve months)	$	~~231~~228				$	~~244~~235				$	~~231~~				$	~~244~~
Square footage (thousand sq. ft.)		5,~~417~~356					5,~~592~~504					~~5,417~~					~~5,592~~

Stores opened		—1					6—					2					12
Stores closed		710					1011					25					21
Ending stores		~~823~~812					~~851~~835					~~823~~					~~851~~

Net Sales

Net sales of $~~418~~319.83 million in the ~~third~~first quarter of ~~2025~~2026 decreased $98.54 million, or 2.25%, compared to the ~~third~~first quarter of ~~2024~~2025. ~~While~~Comparable ~~comparable~~ sales decreased 1.2.3% for the ~~third~~first quarter of ~~2025~~2026 driven by a decline in consumer traffic, ~~Famous~~in ~~Footwear~~our ~~has~~retail ~~experienced sequential sales improvement throughout the year~~stores. We experienced strong growth in e-commerce sales and an increase in e-commerce penetration to 16% of net sales in the ~~third~~first quarter of ~~2025~~2026, from 14% in the ~~third~~first quarter of ~~2024~~2025. Our kids category, which is a key differentiator for Famous Footwear, continued to outperform the total chain.

We opened one store and closed ~~seven~~10 stores during the ~~third~~first quarter of ~~2025~~2026, resulting in ~~823~~812 stores and total square footage of 5.4 million at the end of the quarter, compared to ~~851~~835 stores and total square footage of 5.65 million at the end of the ~~third~~first quarter of ~~2024~~2025. Sales to members of our customer loyalty program, Famously You Rewards, continue to account for a majority of the segment’s sales, with approximately 7578% of our net sales made to program members in the ~~third~~first quarter of ~~2025~~2026, compared to 7479% in the ~~third~~first quarter of ~~2024~~2025.

Net sales of $1,146.0 million in the nine months ended November 1, 2025 decreased $52.1 million, or 4.3%, compared to the nine months ended November 2, 2024. Comparable sales declined 3.0% in the nine months ended November 1, 2025, driven by a decline in traffic. Athletics continues to be our top-selling category. We remain focused on maximizing the vertical opportunity between the Famous Footwear and Brand Portfolio segments, with Dr. Scholl’s, LifeStride, Naturalizer and Blowfish Malibu representing four of Famous Footwear’s top 20 best-selling footwear brands for the nine months ended November 1, 2025. In mid-July, we launched the Jordan brand, both online and in our retail stores. Jordan quickly rose to one of Famous Footwear’s top brands. During the first nine months of 2025, we opened two stores and closed 25 stores, and operated 56 FLAIR stores as of November 1, 2025. We have experienced sales growth in stores converted to the FLAIR concept, and we will continue to evaluate stores for FLAIR conversion to drive sales growth.

Gross Profit

Gross profit decreased $98.54 million, or 5.27%, to $~~174~~140.30 million for the ~~third~~first quarter of ~~2025~~2026, compared to $~~183~~148.84 million for the ~~third~~first quarter of ~~2024~~2025. As a percentage of net sales, our gross profit decreased to 4143.68% for the ~~third~~first quarter of ~~2025~~2026, from 4245.93% for the ~~third~~first quarter of ~~2024~~2025, reflecting higher ~~sales volume of lower margin product, higher~~ levels of clearance-related promotional activity ~~during the quarter~~ and ~~additional~~inventory ~~LIFO~~valuation ~~and other reserves~~adjustments.

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Gross profit decreased $36.8 million, or 6.9%, to $497.5 million for the nine months ended November 1, 2025, compared to $534.2 million for the nine months ended November 2, 2024. As a percentage of net sales, our gross profit decreased to 43.4% for the nine months ended November 1, 2025, compared to 44.6% for the nine months ended November 2, 2024, driven by higher levels of promotional activity and higher freight costs.

Selling and Administrative Expenses

Selling and administrative expenses decreased $03.60 million, or 02.41%, to $~~153~~140.4 million for the ~~third~~first quarter of ~~2025~~2026, compared to $~~154~~143.04 million for the ~~third~~first quarter of ~~2024~~2025. The decrease was primarily driven by lower warehouse and distribution costs ~~due~~and totiming ~~lower~~of ~~volume~~marketing ~~as well as lower salaries expense, partially offset by higher retail facilities costs, including depreciation expense associated with the investments in the FLAIR store concept~~spend. During the ~~third~~first quarter of ~~2025~~2026, we converted ~~one~~two ~~store~~stores to the ~~new~~ FLAIR concept, ending the quarter with a total of 5659 FLAIR stores. These stores continue to outperform our traditionally designed retail stores. As a percentage of net sales, selling and administrative expenses increased to 3644.60% for the ~~third~~first quarter of ~~2025~~2026, compared to 3643.08% for the ~~third~~first quarter of ~~2024~~2025.

~~Selling~~Operating ~~and~~(Loss) ~~administrative expenses decreased~~Earnings $0.2 million, or 0.1%, to $453.0 million for the nine months ended November 1, 2025, compared to $453.2 million for the nine months ended November 2, 2024. As a percentage of net sales, selling and administrative expenses increased to 39.5% for the nine months ended November 1, 2025, compared to 37.9% for the nine months ended November 2, 2024, reflecting deleveraging of expenses over lower net sales.

~~Restructuring~~Operating ~~and~~(loss) ~~Other~~earnings ~~Special~~decreased ~~Charges~~$5.4 million to operating loss of $0.4 million for the first quarter of 2026, ~~Net~~compared to operating earnings of $5.0 million for the first quarter of 2025, primarily reflecting the factors described above. As a percentage of net sales, operating (loss) earnings declined to (0.1)% for the first quarter of 2026, compared to 1.5% for the first quarter of 2025.

Restructuring and other special charges of $0.2 million and $0.3 million for the three and nine months ended November 1, 2025, respectively, were associated with our expense reduction initiatives, primarily severance. Restructuring costs of $0.2 million were incurred, primarily for severance, during the three and nine months ended November 2, 2024. Refer to Note 6 to the condensed consolidated financial statements for additional information related to these charges.

Operating Earnings

Operating earnings decreased $8.8 million to $20.7 million for the third quarter of 2025, compared to $29.6 million for the third quarter of 2024, primarily reflecting the factors described above. As a percentage of net sales, operating earnings declined to 5.0% for the third quarter of 2025, compared to 6.9% for the third quarter of 2024.

Operating earnings decreased $36.6 million to $44.2 million for the nine months ended November 1, 2025, compared to $80.8 million for the nine months ended November 2, 2024. As a percentage of net sales, operating earnings were 3.9% for the nine months ended November 1, 2025, compared to 6.7% for the nine months ended November 2, 2024.

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BRAND PORTFOLIO


	Thirteen Weeks Ended										~~Thirty-Nine Weeks Ended~~
	~~November~~May 12, ~~2025~~2026					~~November~~May 23, ~~2024~~2025					~~November 1, 2025~~					~~November 2, 2024~~
				% of					% of					~~% of~~					~~% of~~
($ millions)				Net Sales					Net Sales					~~Net Sales~~					~~Net Sales~~
Net sales	$	~~383~~356.73		100.0	%	$	~~322~~295.94		100.0	%	$	~~954.7~~		~~100.0~~	%	$	~~925.6~~		~~100.0~~	%
Cost of goods sold		~~229~~181.08		5951.70	%		~~181~~166.31		56.2	%		~~559.6~~		~~58.6~~	%		~~514.3~~		~~55.6~~	%
Gross profit		~~154~~174.75		4049.30	%		~~141~~129.63		43.8	%		~~395.1~~		~~41.4~~	%		~~411.3~~		~~44.4~~	%
Selling and administrative expenses		~~142~~135.40		37.19	%		~~106~~111.49		3337.09	%		~~356.9~~		~~37.4~~	%		~~311.1~~		~~33.6~~	%
Restructuring and other special charges, net		10.24		0.31	%		~~1.1~~—		~~0.3~~—	%		~~3.0~~		~~0.3~~	%		~~1.1~~		~~0.1~~	%
Operating earnings	$	1139.1		211.90	%	$	3417.14		~~10.~~5.9	%	$	~~35.2~~		~~3.7~~	%	$	~~99.1~~		~~10.7~~	%

Key Metrics
Direct-to-consumer (% of net sales) (1)		3736	%				3435	%				36	%				33	%
Change in wholesale net sales ($)	$	5.8				$	1.1				$	(23.4)				$	(26.1)
Change in wholesale net sales, excluding Stuart Weitzman ($)	$	10.5				$	(17.6)
Change in retail net sales ($)	$	9.2				$	1.0				$	6.7				$	4.5
Change in retail net sales, excluding Stuart Weitzman ($)	$	6.5				$	(4.2)
Sales change from acquired Stuart Weitzman business	$	4543.89				$	—				$	~~45.8~~				$	—
Unfilled order position at end of period	$	~~300~~346.45				$	~~246~~263.6

Company-Operated Stores:
North America
Stores opened (2)		25					1					30					4
Stores opened		—					3
Stores closed		—					—2					2					4
Ending stores - North America		88					62					88					62
Ending stores - North America(2)		85					61
East Asia
East and Southeast Asia
Ending stores - East Asia (2)		~~109~~99					4954					~~109~~					49
Total Company-Operated Stores		~~197~~184					~~111~~115					~~197~~					~~111~~

International franchise locations		~~150~~152					~~113~~116					~~150~~					~~113~~
Total		~~347~~336					~~224~~231					~~347~~					~~224~~

(1)	Direct-to-consumer includes sales of our retail stores and e-commerce sites and sales through our customers’ websites that we fulfill on a drop-ship basis.

(2) Includes ~~the~~23 25 North America and 5348 East Asia retail stores acquired from Stuart Weitzman.

Net Sales

Net sales of $~~393~~356.73 million in the ~~third~~first quarter of ~~2025~~2026 increased $60.89 million, or 1820.86%, compared to the ~~third~~first quarter of ~~2024~~2025. The increase primarily reflects the acquisition of Stuart Weitzman on August 4, 2025, which contributed net sales of $4543.89 million in the ~~third~~first quarter of ~~2025~~2026. We experienced strong growth in our company-owned e-commerce business, which increased approximately 1421% during the ~~third~~first quarter of ~~2025~~2026, and ~~organic~~ growth in our wholesale business. We saw strength in premium brands and declines in our more value-oriented brands. Our direct-to-consumer sales represented approximately 3736% of net sales for the ~~third~~first quarter of ~~2025~~2026, compared to 3435% for the ~~third~~first quarter of ~~2024~~2026. During the ~~third~~first quarter of ~~2025~~2026, we did not open or close any stores in North America~~. We acquired 25 retail stores located in North America from Stuart Weitzman~~, resulting in a total of ~~88 stores~~85 ~~at November 1~~stores, ~~2025,~~ compared to 6261 stores atin ~~November~~the 2,first ~~2024~~quarter of 2025. We remain focused on international growth and ~~continued~~continue to ~~expand~~evaluate expansion of our international presence during the ~~third~~first quarter of ~~2025~~2026. There were ~~109~~99 stores in East Asia at ~~November~~May 12, ~~2025~~2026, ~~including 53 acquired from Stuart Weitzman,~~ compared to 4954 stores at ~~November~~May 23, ~~2024~~2025. There were also ~~150~~152 international branded stores owned and operated by third parties through franchise agreements at ~~November~~May 12, ~~2025~~2026, compared to ~~113~~116 international branded stores at ~~August~~May 3, ~~2024~~2025.

~~Net~~Our unfilled order position for our wholesale sales increased $2982.19 million, or 331.14%, to $~~954~~346.75 million ~~for~~at ~~the~~May ~~nine months ended November 1~~2, ~~2025~~2026, compared to $~~925~~263.6 million ~~for~~at ~~the~~May ~~nine months ended November 2~~3, ~~2024, reflecting softer demand associated with the challenging macroeconomic environment and competitive retail landscape, partially offset by the $45~~2025.8 ~~million net sales contribution from our recently acquired Stuart Weitzman brand.~~

Our unfilled order position for our wholesale sales increased $53.8 million, or 21.8%, to $300.4 million at November 1, 2025, compared to $246.6 million at November 2, 2024, primarily reflecting the unfilled order position for the Stuart Weitzman brand.

Gross Profit

Gross profit increased $1345.12 million, or 935.30%, to $~~154~~174.75 million for the ~~third~~first quarter of ~~2025~~2026, compared to $~~141~~129.63 million for the ~~third~~first quarter of ~~2024~~2025, driven by net sales growth. As a percentage of net sales, ~~partially~~our ~~offset~~gross byprofit increased to 49.0% for the ~~incremental~~first ~~cost~~quarter of ~~goods~~2026, ~~sold~~compared ~~related~~ to 43.8% for the ~~fair~~first ~~value~~quarter ~~step-up~~of ~~adjustment~~2025. The onincrease was driven by lower ongoing tariffs, the continuation of our tariff mitigation efforts, lower markdowns, and favorable product mix.

Selling and Administrative Expenses

Selling and administrative expenses increased $23.1 million, or 20.6%, to $135.0 million for the first quarter of 2026, compared to $111.9 million for the first quarter of 2025 driven by expenses related to our acquired Stuart Weitzman brand and growth in our international

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~~acquired Stuart Weitzman inventory~~business. As a percentage of net sales, ~~our~~selling ~~gross~~and ~~profit~~administrative ~~decreased~~expenses ~~to 40.3%~~was ~~for~~consistent with the ~~third~~prior ~~quarter~~comparable ~~of 2025~~period, ~~compared to 43~~37.89% for the ~~third~~first quarter of ~~2024. The decrease was driven by the incremental cost of goods sold related to purchase accounting inventory adjustments~~2026, ~~continued~~compared ~~impact of tariffs and higher inventory markdowns, due in part~~ to ~~the~~37.9% for ~~addition of~~ the ~~Stuart~~first ~~Weitzman~~quarter ~~brand.~~of 2025.

Gross profit decreased $16.2 million, or 3.9%, to $395.1 million for the nine months ended November 1, 2025, compared to $411.3 million for the nine months ended November 2, 2024. As a percentage of net sales, our gross profit decreased to 41.4% for the nine months ended November 1, 2025, compared to 44.4% for the nine months ended November 2, 2024. The decrease was driven by the same factors described above, as well as incremental costs associated with canceling factory orders and moving inventory out of China.

Selling and Administrative Expenses

Selling and administrative expenses increased $36.0 million, or 33.8%, to $142.4 million for the third quarter of 2025, compared to $106.4 million for the third quarter of 2024 driven by expenses related to our acquired Stuart Weitzman brand and growth in our international business. As a percentage of net sales, selling and administrative expenses increased to 37.1% for the third quarter of 2025, compared to 33.0% for the third quarter of 2024.

Selling and administrative expenses increased $45.8 million, or 14.7%, to $356.0 million for the nine months ended November 1, 2025, compared to $311.1 million for the nine months ended November 2, 2024. The increase primarily reflects our acquired Stuart Weitzman brand in the third quarter of 2025, growth in our international business, a higher provision for expected credit losses and higher salary and benefits expense. As a percentage of net sales, selling and administrative expenses increased to 37.4% for the nine months ended November 1, 2025, compared to 33.6% for the nine months ended November 2, 2024.

Restructuring and Other Special Charges, Net

Restructuring and other special charges of $10.24 million ~~and $3.0 million~~ for the ~~three~~thirteen ~~and~~weeks ~~nine months~~ ended ~~November~~May 12, ~~2025~~2026 were primarily associated ~~severance~~Stuart ~~for~~Weitzman ~~our~~acquisition ~~expense~~and ~~reduction~~integration ~~initiatives~~costs. Refer to Note 6 to the condensed consolidated financial statements for additional information related to these charges. ~~Restructuring~~There ~~costs~~were ofno ~~$1.1~~Restructuring ~~million~~and ~~were~~other ~~incurred~~special ~~primarily~~charges ~~for severance~~ during the ~~three~~thirteen ~~and~~weeks ~~nine months~~ ended ~~November~~May 23, ~~2024~~2025.

Operating Earnings

Operating earnings ~~decreased~~increased to $1139.1 million for the ~~third~~first quarter of ~~2025~~2026, from $3417.14 million for the ~~third~~first quarter of ~~2024~~2025, as a result of the factors described above. As a percentage of net sales, operating earnings were 211.90% for the ~~third~~first quarter of ~~2025~~2026, compared to ~~10.~~5.9% for the ~~third~~first quarter of ~~2024~~2025.

Operating earnings decreased to $35.2 million for the nine months ended November 1, 2025, compared to $99.1 million for the nine months ended November 2, 2024, as a result of the factors described above. As a percentage of net sales, operating earnings were 3.7% for the nine months ended November 1, 2025, compared to 10.7% in the nine months ended November 2, 2024.

ELIMINATIONS AND OTHER


	Thirteen Weeks Ended											~~Thirty-Nine Weeks Ended~~
	~~November~~May 12, ~~2025~~2026				May 3, 2025		~~November 2, 2024~~					~~November 1, 2025~~				~~November 2, 2024~~
			% of					% of		~~% of~~				~~% of~~				~~% of~~
($ millions)			Net Sales					Net Sales		~~Net Sales~~				~~Net Sales~~				~~Net Sales~~
Net sales	$	(129.40)	100.0	%	$	(8.9)	$	100.0	~~(10.3)~~%	~~100.0~~	%	$	~~(38.0)~~	~~100.0~~	%	$	~~(40.3)~~	~~100.0~~	%
Cost of goods sold		(1310.30)	~~107~~110.46	%		(9.9)		110.9	~~(11.8)~~%	~~115.4~~	%		~~(39.9)~~	~~105.0~~	%		~~(41.8)~~	~~103.8~~	%
Gross profit		01.90	(710.46)	%		1.0		(10.9)	~~1.5~~%	~~(15.4)~~	%		~~1.9~~	~~(5.0)~~	%		~~1.5~~	~~(3.8)~~	%
Selling and administrative expenses		1518.43	(~~124~~203.23)	%		11.1		(125.9)	~~8.1~~%	~~(79.6)~~	%		~~37.7~~	~~(99.1)~~	%		~~39.1~~	~~(97.1)~~	%
Restructuring and other special charges, net		5(2.46)	~~(43~~28.3)9	%		0.6		(7.1)	~~0.3~~%	~~(3.0)~~	%		~~10.8~~	~~(28.6)~~	%		~~0.3~~	~~(0.8)~~	%
Operating loss	$	(1914.97)	~~160~~163.18	%	$	(10.7)	$	122.1	~~(6.9)~~%	~~67.2~~	%	$	~~(46.6)~~	~~122.7~~	%	$	~~(37.9)~~	~~94.1~~	%

The Eliminations and Other category includes the elimination of intersegment sales and profit, unallocated corporate administrative expenses, and other costs and recoveries.

The net sales elimination of $9.0 million for the first quarter of 2026 is $0.1 million, or 1.1%, higher than the first quarter of 2025, reflecting a slight increase in product sold from our Brand Portfolio segment to Famous Footwear compared to the prior comparable period.

Selling and administrative expenses increased $7.2 million, to $18.3 million in the first quarter of 2026, compared to $11.1 million for the first quarter of 2025, primarily reflecting higher expenses related to our incentive compensation programs and employee benefits costs.

Restructuring and other special income of $2.6 million for the first quarter of 2026 was driven by a gain of $3.9 million for the sale of one of the remaining parcels comprising our corporate headquarters in Clayton, Missouri, partially offset by $1.3 million of technology, office relocation and other related costs associated with the acquisition of Stuart Weitzman. Restructuring and other special charges of $0.6 million for the first quarter of 2025 were for legal and other related costs associated with the acquisition of Stuart Weitzman. Refer to Note 6 to the condensed consolidated financial statements for additional information related to these charges.

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The net sales elimination of $12.4 million for the third quarter of 2025 is $2.1 million, or 25.8%, higher than the third quarter of 2024, reflecting an increase in product sold from our Brand Portfolio segment to Famous Footwear. The net sales elimination of $38.0 million for the nine months ended November 1, 2025 is $2.3 million, or 5.8%, lower than the nine months ended November 2, 2024, reflecting a decrease in product sold from our Brand Portfolio segment to Famous Footwear.

Selling and administrative expenses increased $7.3 million, to $15.4 million in the third quarter of 2025, compared to $8.1 million for the third quarter of 2024, primarily reflecting higher expenses related to our cash-based incentive compensation and higher medical costs, partially offset by lower share-based incentive compensation expenses. Selling and administrative expenses decreased $1.4 million, to $37.7 million for the nine months ended November 1, 2025, compared to $39.1 million for the nine months ended November 2, 2024 reflecting lower expenses for cash and share-based incentive compensation.

Restructuring and other special charges of $5.4 million and $10.8 million for the three and nine months ended November 1, 2025, respectively, were for legal, information technology and other related costs associated with the acquisition of Stuart Weitzman that closed on August 4, 2025 as well as severance and other costs associated with our expense reduction initiatives. Refer to Note 6 to the condensed consolidated financial statements for additional information related to these charges. Restructuring and other special charges of $0.3 million for the three and nine months ended November 2, 2024 were incurred primarily for severance at our corporate headquarters.

LIQUIDITY AND CAPITAL RESOURCES

Borrowings

As further discussed in Note 11 to the condensed consolidated financial statements, ~~the~~we ~~Company~~maintain ~~maintains~~ a revolving credit facility for working capital needs and strategic initiatives that matures on June 27, 2030. The aggregate amount available under the revolving credit facility is up to $700.0 million, subject to borrowing base restrictions, and may be further increased by up to $250.0 million. Interest on the borrowings is at variable rates based on the SOFR, or the prime rate (as defined in the Credit Agreement), plus a spread.

Total debt obligations of $~~355~~347.05 million at ~~November~~May 12, ~~2025~~2026 increased $~~116~~89.50 million, from $~~238~~258.5 million at ~~November~~May 23, ~~2024~~2025, and $~~135~~51.50 million, from $~~219~~296.5 million at ~~February~~January 131, ~~2025~~2026. On August 4, 2025, we completed the acquisition of Stuart Weitzman, as further discussed in Note 3 to the condensed consolidated financial statements. The increase in borrowings at November 1, 2025 reflects borrowings to fund the acquisition. Net interest expense for the third quarter of 2025 increased $2.6 million to $5.5 million, compared to $2.9 million for the third quarter of 2024, reflecting higher average borrowings on our revolving credit facility.

At November 1, 2025, we had $355.0 million in borrowings and $8.5 million in letters of credit outstanding under the Credit Agreement. Total borrowing availability was $278.1 million at November 1, 2025. We were in compliance with all covenants and restrictions under the Credit Agreement as of November 1, 2025.

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3 to the condensed consolidated financial statements. The increase in borrowings at May 2, 2026 primarily reflects borrowings to fund the acquisition, to fund business operations and inventory purchases. Net interest expense for the first quarter of 2026 increased $0.9 million to $4.7 million, compared to $3.8 million for the first quarter of 2025, reflecting higher average borrowings on our revolving credit facility.

At May 2, 2026, we had $347.5 million in borrowings and $8.5 million in letters of credit outstanding under the Credit Agreement. Total borrowing availability was $191.5 million at May 2, 2026. We were in compliance with all covenants and restrictions under the Credit Agreement as of May 2, 2026.

Working Capital and Cash Flow


	~~Thirty-Nine~~Thirteen Weeks Ended

($ millions)	~~November~~May 12, ~~2025~~2026		~~November~~May 23, ~~2024~~2025		Change
Net cash provided by operating activities	$	40.5	$	75.8	$	(35.3)
Net cash used for operating activities	$	(27.8)	$	(5.7)	$	(22.1)
Net cash used for investing activities		(~~155~~8.76)		(4021.31)		~~(115~~12.4)5
Net cash provided by (used for) financing activities		119.5		(23.2)		142.7
Net cash provided by financing activities		44.3		30.3		14.0
Effect of exchange rate changes on cash and cash equivalents		0.0		0.0		0.0
Increase in cash and cash equivalents	$	47.39	$	~~12.~~3.5	$	(84.0)4

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Reasons for the major variances in cash provided in the table above are as follows:

Cash ~~provided~~used byfor operating activities was $3522.31 million ~~lower~~higher in the ~~thirty-nine~~thirteen weeks ended ~~November~~May 12, ~~2025~~2026 as compared to the ~~thirty-nine~~thirteen weeks ended ~~November~~May 23, ~~2024~~2025, primarily reflecting the following factors, which includes cash used for Stuart Weitzman operating activities:

● ~~Lower~~A ~~net~~larger ~~earnings~~increase in accounts receivable during the ~~thirty-nine~~thirteen weeks ended ~~November~~May 12, ~~2025~~2026, compared to the ~~thirty-nine~~thirteen weeks ended ~~November~~May 23, ~~2024~~2025,

● A larger decrease in ~~trade~~accrued ~~accounts~~expenses ~~payable~~and other liabilities during the ~~thirty-nine~~thirteen weeks ended ~~November~~May 12, ~~2025~~2026, compared to ~~an increase in~~ the ~~thirty-nine~~thirteen weeks ended ~~November~~May 23, ~~2024~~2025, ~~partially offset by~~and

● AnA larger increase in ~~accrued~~prepaid expenses and other ~~liabilities~~current assets during the ~~thirty-nine~~thirteen weeks ended ~~November~~May 12, ~~2025~~2026, compared to ~~a decrease in~~ the ~~thirty-nine~~thirteen weeks ended ~~November~~May 23, ~~2024~~2025, ~~and~~partially offset by

● AHigher ~~smaller~~net ~~increase~~earnings in ~~receivables during~~ the ~~thirty-nine~~thirteen weeks ended ~~November~~May 12, ~~2025~~2026, compared to the ~~thirty-nine~~thirteen weeks ended ~~November~~May 23, ~~2024.~~2025,

●

A smaller decrease in trade accounts payable during the thirteen weeks ended May 2, 2026, compared to the thirteen weeks ended May 3, 2025, and

●

A smaller decrease in inventories during the thirteen weeks ended May 2, 2026, compared to the thirteen weeks ended May 3, 2025

Cash used for investing activities was $~~115~~12.45 million ~~higher~~lower for the ~~thirty-nine~~thirteen weeks ended ~~November~~May 12, ~~2025~~2026 as compared to the ~~thirty-nine~~thirteen weeks ended ~~November~~May 23, ~~2024~~2025, reflecting ~~the~~lower ~~acquisition~~capital ~~of Stuart~~expenditures, ~~Weitzman~~due atin ~~the~~part ~~beginning~~to ofless ~~the~~Famous ~~third~~Footwear ~~quarter~~remodel ofspending. ~~2025~~We ~~and~~had ~~higher~~59 ~~capital~~FLAIR ~~expenditures~~stores as of May 2, ~~due~~2026 inand ~~part~~expect to ~~the~~add ~~Famous~~two ~~Footwear~~more ~~store~~FLAIR ~~remodels~~stores toduring the ~~new~~second ~~FLAIR~~quarter ~~concept~~of 2026. WeThe ~~had~~capital 56expenditures ~~FLAIR~~are ~~stores~~offset asby ofa ~~November~~$4.0 1,million ~~2025~~of ~~and~~cash ~~expect~~received tofor ~~add~~the sale of one ~~more~~of ~~FLAIR~~the ~~store~~remaining inparcels ~~2025~~comprising the Company’s corporate headquarters.

Cash provided by financing activities was $~~119~~14.50 million higher for the ~~thirty-nine~~thirteen weeks ended ~~November~~May 12, ~~2025~~2026 as compared to ~~cash used for financing activities of $23.2 million for~~ the ~~thirty-nine~~thirteen weeks ended ~~November~~May 23, ~~2024~~2025, primarily due to net borrowings on our revolving credit agreement of $~~135~~51.50 million in the ~~thirty-nine~~thirteen weeks ended ~~November~~May 12, ~~2025~~2026, compared to net ~~repayments~~borrowings of $5639.50 million in the comparable period in ~~2024~~2025. The increase in borrowings during the ~~thirty-nine~~thirteen weeks ended ~~November~~May 12, ~~2025~~ 2026 reflects the use of the revolving credit agreement to fund the Stuart Weitzman acquisition onin ~~August~~Q3 42025 as well as to fund normal business operations, including inventory purchases. The increase in borrowings is partially offset by lower purchases of $3.1 million of shares of our common stock under our share repurchase program in the thirteen weeks ended May 2, 2026, compared to $5.0 million of purchases in the comparable period in 2025.

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A summary of key financial data and ratios at the dates indicated is as follows:


	~~November~~May 12, ~~2025~~2026			~~November~~May 23, ~~2024~~2025			~~February~~January 131, ~~2025~~2026
Working capital ($ millions) (1)	$	5629.74		$	6376.91		$	7817.62
Current ratio (2)		1.0603:1			1.0810:1			1.1002:1
Debt-to-capital ratio (3)		3635.29	%		2829.27	%		2632.67	%

(1)	Working capital has been computed as total current assets less total current liabilities.

(2)	The current ratio has been computed by dividing total current assets by total current liabilities.

(3)	The debt-to-capital ratio has been computed by dividing the borrowings under our revolving credit agreement by total capitalization. Total capitalization is defined as total debt and total equity.

Working capital at ~~November~~May 12, ~~2025~~2026 was $5629.74 million, which was a decrease of $746.27 million from ~~November~~May 23, ~~2024~~2025 and a $2112.92 million ~~decrease~~increase from ~~February~~January 131, ~~2025~~2026. The decrease in working capital from ~~November~~May 23, ~~2024~~2025 primarily reflects higher borrowings under our revolving credit agreement and higher accrued expenses, partially offset by higher inventory, higher receivables and lower trade accounts payable. The revolver was used to fund the acquisition of Stuart Weitzman, as further described in Note 3 to the condensed consolidated financial statements. The ~~decrease~~increase in working capital from ~~February~~January 131, ~~2025~~2026 primarily reflects higher ~~borrowings~~receivables ~~under~~and ~~our~~prepaid ~~revolving credit agreement~~ and ~~accrued~~other ~~expenses~~current assets, partially offset by higher ~~inventory~~borrowings ~~and~~under ~~lower~~our ~~trade~~revolving ~~accounts~~credit ~~payable~~agreement. Our current ratio was 1.0603:1 as of ~~November~~May 12, ~~2025~~2026, compared to 1.0810:1 at ~~November~~May 23, ~~2024~~2025 and 1.1002:1 at ~~February~~January 131, ~~2025~~2026. Our debt-to-capital ratio was 3635.29% as of ~~November~~May 12, ~~2025~~2026, compared to 2829.27% as of ~~November~~May 23, ~~2024~~2025 and 2632.67% at ~~February~~January 131, ~~2025~~2026. The higher debt-to-capital ratio as of ~~November~~May 12, ~~2025~~2026 reflects the increase in borrowings under our revolving credit agreement as a result of the Stuart Weitzman acquisition.

We declared and paid dividends of $0.07 per share in the ~~third~~first quarter of both ~~2025~~2026 and ~~2024~~2025. The declaration and payment of any future dividend is at the discretion of the Board of Directors and will depend on our results of operations, financial condition, business conditions and other factors deemed relevant by our Board of Directors. However, we presently expect that dividends will continue to be paid.

We have various contractual or other obligations, including borrowings under our revolving credit facility, operating lease commitments and obligations for our supplemental executive retirement plan and other postretirement benefits. We also have purchase obligations to purchase inventory, assets and other goods and services. We believe our operating cash flows are sufficient to meet our material cash requirements for at least the next 12 months.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

No material changes have occurred related to critical accounting policies and estimates since the end of the most recent fiscal year. For further information on the Company’s critical accounting policies and estimates, see Part II, Item 7 of our Annual Report on Form 10-K for the year ended ~~February~~January 131, ~~2025~~2026.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Recently issued accounting pronouncements, if any, and their impact on the Company are described in Note 2 to the condensed consolidated financial statements.

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains certain forward-looking statements and expectations regarding the Company’s future performance and the performance of its brands. Such statements are subject to various risks and uncertainties that could cause actual results to differ materially. These risks include (i) changes in United States and international trade policies, including tariffs and trade restrictions; (ii) changing consumer demands, which may be influenced by general economic conditions and other factors; (iii) inflationary pressures and supply chain disruptions; (iv) rapidly changing consumer preferences and purchasing patterns and fashion trends; (v) supplier concentration, customer concentration and increased consolidation in the retail industry; (vi) intense competition within the footwear industry; (vii) foreign currency fluctuations; (viii) political and economic conditions or other threats to the continued and uninterrupted flow of inventory from China and other countries, where the company relies heavily on third-party manufacturing facilities for a significant amount of its inventory; (ix) transitional challenges with acquisitions and divestitures; (x) cybersecurity threats or other major disruption to the company’s information technology ~~systems including those related to our ERP upgrade~~; (~~x) transitional challenges with acquisitions and divestitures; (~~xi) the ability to accurately forecast sales and manage inventory levels; (xii) a disruption in the company’s distribution centers; (xiii) the ability to recruit and retain senior management and other key associates; (xiv) the ability to secure/exit leases on favorable terms; (xv) the ability to maintain relationships with current suppliers; (xvi) changes to tax laws, policies and treaties; (xvii) our commitments and shareholder expectations related to responsible business initiatives; (xviii) compliance with applicable laws and standards with respect to labor, trade and product safety issues; and (xix) the ability to attract, retain, and maintain good relationships with licensors and protect our intellectual property rights. The Company’s reports to the Securities and Exchange Commission contain detailed information relating to such factors, including, without limitation, the information under the caption “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended February 1, 2025, which information is incorporated by reference herein and updated by the Company’s Quarterly Reports on Form 10-Q. The Company does not undertake any obligation or plan to update these forward-looking statements, even though its situation may change.

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(xiii) the ability to recruit and retain senior management and other key associates; (xiv) the ability to secure/exit leases on favorable terms; (xv) changes to tax laws, policies and treaties; (xvi) our commitments and shareholder expectations related to responsible business initiatives; (xvii) compliance with applicable laws and standards with respect to labor, trade and product safety issues; and (xviii) the ability to attract, retain, and maintain good relationships with licensors and protect our intellectual property rights. The Company’s reports to the Securities and Exchange Commission contain detailed information relating to such factors, including, without limitation, the information under the caption “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended January 31, 2026, which information is incorporated by reference herein and updated by the Company’s Quarterly Reports on Form 10-Q. The Company does not undertake any obligation or plan to update these forward-looking statements, even though its situation may change.

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

No material changes have taken place in the quantitative and qualitative information about market risk since the end of the most recent fiscal year. For further information, see Part II, Item 7A of the Company’s Annual Report on Form 10-K for the year ended ~~February~~January 131, ~~2025~~2026.

ITEM 4 CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

It is the Chief Executive Officer’s and Chief Financial Officer’s ultimate responsibility to ensure we maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures include mandatory communication of material events, automated accounting processing and reporting, management review of monthly, quarterly and annual results, an established system of internal controls and ongoing monitoring by our internal auditors.

A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to errors or fraud may occur and not be detected. Our disclosure controls and procedures are designed to provide a reasonable level of assurance that their objectives are achieved. As of May 2, 2026, management of the Company, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded our disclosure controls and procedures were effective at the reasonable assurance level.

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realities that judgments in decision-making can be faulty, and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to errors or fraud may occur and not be detected. Our disclosure controls and procedures are designed to provide a reasonable level of assurance that their objectives are achieved. As of November 1, 2025, management of the Company, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded our disclosure controls and procedures were effective at the reasonable assurance level.

Based on the evaluation of internal control over financial reporting, the Chief Executive Officer and Chief Financial Officer have concluded that there have been no changes in the Company’s internal controls over financial reporting during the quarter ended November 1, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. As permitted by the rules and regulations of the SEC, management’s assessment of the effectiveness of internal control over financial reporting did not include the internal controls of Stuart Weitzman, which was acquired on August 4, 2025.

PART II OTHER INFORMATION

ITEM 1 LEGAL 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 of business proceedings and litigation currently pending will not have a material adverse effect on our results of operations or financial position. All legal costs associated with litigation are expensed as incurred.

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Information regarding Legal Proceedings is set forth within Note 17 to the condensed consolidated financial statements and incorporated by reference herein.

ITEM 1A RISK FACTORS

~~Except~~You asare ~~disclosed~~encouraged ~~below, there have been no material changes that have occurred related~~ to ~~our~~review ~~risk factors since~~ the ~~end~~discussion of ~~the~~Forward-Looking ~~most~~Statements ~~recent~~appearing ~~fiscal year. For~~in ~~further~~this ~~information,~~report ~~see~~at Part I, “Item 1A of2. ~~our~~Management’s ~~Annual~~Discussion ~~Report~~and onAnalysis ~~Form 10-K~~of ~~for~~Financial ~~the year~~Condition ~~ended~~and ~~February~~Results 1,of ~~2025~~Operations.”

~~Changes~~In inaddition to the ~~United~~other ~~States~~information ~~and~~set ~~international~~forth ~~trade~~in ~~policies~~this Quarterly Report, ~~including~~you ~~tariffs~~should carefully consider the factors discussed in Part I, ~~trade~~“Item ~~restrictions~~1A. ~~and~~Risk ~~retaliatory~~Factors” ~~trade~~in ~~actions~~our ~~taken~~Annual byReport ~~other~~on ~~countries~~Form 10-K for the fiscal year ended January 31, ~~may~~2026, ~~adversely~~filed ~~impact~~with the SEC on April 2, 2026 (the “2025 Form 10-K”) which could materially affect our business, financial condition, operating results, ofearnings, ~~operations~~or stock price in various ways. The risks described in the 2025 Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or operating results.

In early 2025, the United States administration announced tariffs on products manufactured in several jurisdictions from which we import our products. We are actively monitoring the impact of tariffs that become effective, as well as potential retaliatory tariffs imposed by other countries. During the ~~second~~three ~~and~~months ~~third~~ended ~~quarters~~May ~~of 2025~~2, our net sales and gross margins were adversely impacted by tariffs. The enactment of additional tariffs and the uncertainty surrounding future tariff policies and rates pose a significant risk to our business operations and may materially increase our costs and reduce our margins. The tariff uncertainty also creates challenges in our supply chain management2026, ~~our~~there ~~pricing strategies and the management of customer orders. While we~~ have ~~implemented~~been strategies to minimize the effect of tariffs, including shifting production outside of China and other countries impacted by tariffs and negotiating with our suppliers, and we are continuously evaluating strategies to mitigate the impact of additional tariffs, there can be no ~~assurance~~material ~~that~~changes ~~these~~from ~~measures will be successful. In addition,~~ the ~~imposition~~risk offactors ~~tariffs~~previously ~~has~~disclosed ~~resulted~~under inPart ~~increased market volatility and exacerbated existing inflationary cost pressures and recessionary fears among consumers~~I, ~~which~~Item ~~could further negatively impact discretionary spending and accordingly~~1A, ~~adversely~~“Risk ~~impact~~Factors” ~~our sales volume. The tariffs may also lead to higher pricing for our products, which may result~~ in ~~customers~~the ~~shifting~~2025 toForm ~~private~~10-~~label footwear or other lower cost alternatives~~K.

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 condition is not certain but could be material.

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ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information relating to our repurchases of common stock during the ~~third~~first quarter of ~~2025~~2026:


				Total Number	Maximum Number
				Purchased as Part	of Shares that May
	Total Number of			of Publicly	Yet be Purchased
	Shares	Average Price Paid		Announced	Under the
Fiscal Period	Purchased (1)		per Share (1)	Program (2)	Program (2)
August 3, 2025 - August 30, 2025	2,654	$	15.36	—	3,366,055
February 1, 2026 - February 28, 2026	—	$	—	—	3,366,055

August 31, 2025 - October 4, 2025	9,710		15.03	—	3,366,055
March 1, 2026 - April 4, 2026	134,276		10.04	—	3,366,055

October 5, 2025 - November 1, 2025	—		—	—	3,366,055
April 5, 2026 - May 2, 2026	250,950		12.49	250,000	3,116,055
Total	12385,~~364~~226	$	1511.1064	—250,000	3,~~366~~116,055

(1)

Includes shares that are tendered by employees related to certain share-based awards to satisfy tax withholding amounts for restricted stock awards. The average price per share on repurchases of our common stock excludes the cost of broker commissions and excise taxes due under the provisions of the Inflation Reduction Act.

(2) On March 10, 2022, the Board of Directors approved a stock repurchase program ("2022 Program") authorizing the repurchase of 7,000,000 shares of our outstanding common stock. We can use the repurchase program to repurchase shares on the open market or in private transactions. During the thirteen ~~and thirty-nine~~ weeks ended ~~November~~May 12, ~~2025,~~2026 ~~the Company repurchased zero~~ and ~~186,716~~May ~~shares~~3, ~~respectively~~2025, ~~under~~ the ~~2022 Program. During the thirteen and thirty-nine weeks ended November 2, 2024, the~~ Company repurchased 1250,~~522,324~~000 shares and 1300,~~938,324~~000 shares, respectively, under the 2022 ~~Program~~program. As of ~~November~~May 12, ~~2025~~2026, there were 3,~~366~~116,055 shares authorized to be repurchased. Our repurchases of common stock are limited under our revolving credit agreement.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 MINE SAFETY DISCLOSURES

Not applicable.

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ITEM 5 OTHER INFORMATION

Director and Section 16 Officer Trading Arrangements

OnDuring ~~September~~the ~~17,~~thirteen ~~2025,~~weeks ~~Daniel~~ended ~~Friedman~~May 2, ~~Chief Sourcing Officer~~2026, ~~adopted~~no adirector ~~Rule~~or ~~10b5-1~~Section ~~plan~~16 ~~(‘Rule~~officer ~~10b5-1~~adopted ~~Plan”)~~or ~~intended~~terminated toany ~~satisfy the affirmative defense conditions of~~ “Rule 10b5-1~~(c)~~ ~~under~~trading ~~the~~arrangement” ~~Exchange~~or ~~Act of 1934. The~~ “non-Rule 10b5-1 ~~Plan~~trading ~~provides for the sale of up to 11~~arrangement”,~~207~~ ~~shares~~as ofeach ~~the~~term ~~Company's~~is ~~common~~defined ~~stock,~~in ~~pursuant~~Item to408(a) ~~the terms~~ of ~~the~~Regulation ~~Rule 10b5~~S-~~1 Plan~~K. ~~The~~ ~~Rule 10b5-1 Plan expires on December 15, 2026, or upon the earlier completion of all authorized transactions under such Rule 10b5-1 Plan.~~

No other director or Section 16 officer adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K, during the thirteen weeks ended November 1, 2025.39

Bylaws Amendment

On December 10, 2025, the Board of Directors amended the Company’s Bylaws to, among other things, (i) revise the calculation of the advance notice window for stockholders to nominate directors or make other business proposals at an annual meeting of stockholders such that it is 90 to 120 days before the anniversary of the prior year’s annual meeting rather than 90 to 120 days before the upcoming annual meeting; (ii) revise and clarify the scope of certain procedures and disclosure requirements set forth in the provisions for stockholders to provide advance notice of director nominations and business proposals; (iii) establish that special meetings of the Board may be called by

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the Chair of the Board or a majority of the Board (rather than by the Chair of the Board or any two directors); and (iv) make certain administrative, modernizing, clarifying and conforming changes.

As a result of the amendments to the Bylaws, a stockholder who intends to present an item of business at the 2026 annual meeting (other than a proposal submitted for inclusion in our proxy materials) or to nominate an individual for election as a director at the 2026 annual meeting must provide notice to us of such business or nominee in accordance with the requirements in the Bylaws not later than the close of business on February 20, 2026 and not earlier than January 22, 2026 (rather than between January 28, 2026 and February 27, 2026 as disclosed in our 2025 proxy statement). However, if the date of our 2026 annual meeting is more than 30 days before or more than 60 days after the first anniversary of the date of the 2025 annual meeting, then such notice must be delivered no earlier than the close of business on the 120th calendar day prior to the date of the 2026 annual meeting and not later than the close of business on the later of the 90th calendar day prior to the date of the 2026 annual meeting or the 10th calendar day following the calendar day on which public announcement of the date of 2026 annual meeting is first made by us. Any such notice must also comply with the timing, disclosure, procedural and other requirements as set forth in our Bylaws.

The foregoing summary of the amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, which is attached as Exhibit 3.2 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

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ITEM 6 EXHIBITS


HIDDEN_ROW
ExhibitNo.
2.1		Sale and Purchase Agreement, dated February 16, 2025, by and between Caleres, Inc. (the “Company”) and Tapestry, Inc., incorporated herein by reference to Exhibit 2.1 to the Company’s Form 8-K filed February 19, 2025.
3.2		Bylaws of the Company as amended through May 28, 2026, incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed May 28, 2026.
2.2		Amendment No.1 to Sale and Purchase Agreement, dated as of August 4, 2025, by and between the Company and Tapestry, Inc., incorporated herein by reference to Exhibit 2.2 to the Company’s Form 8-K filed August 5, 2025.
10.1*		Caleres, Inc. Incentive and Stock Compensation Plan of 2026, incorporated herein by reference to Exhibit A to the Company’s Proxy Statement filed on April 16, 2026.
3.1		Restated Certificate of Incorporation of the Company, incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed June 1, 2020.
3.2	†	Bylaws of the Company as amended through December 10, 2025, filed herewith.
10.1		Seventh Amendment to Fourth Amended and Restated Credit Agreement, dated as of June 27, 2025, by and among the Company, certain of its subsidiaries party thereto, the financial institutions party thereto, as lenders, and Bank of America, N.A., as administrative agent and collateral agent, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed July 3, 2025.
31.1	†	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	†	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	†	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	†	iXBRL Instance Document
101.SCH	†	iXBRL Taxonomy Extension Schema Document
101.CAL	†	iXBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	†	iXBRL Taxonomy Extension Label Linkbase Document
101.PRE	†	iXBRL Taxonomy Presentation Linkbase Document
101.DEF	†	iXBRL Taxonomy Definition Linkbase Document
104	†	Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101.

* Denotes management contract or compensatory plan arrangements.

† Denotes exhibit is filed with this Form 10-Q.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		CALERES, INC.
		CALERES, INC.
Date: December 11, 2025		/s/ Jack P. Calandra
Date: June 9, 2026		/s/ Daniel L. Karpel
		Jack P. CalandraSenior Vice President and Chief Financial Officeron behalf of the Registrant and as thePrincipal Financial Officer
		Daniel L. KarpelSenior Vice President, Chief Financial Officer on behalf of the Registrant and as the Principal Financial Officer and Principal Accounting Officer

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