CALERES INC

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Caleres, Inc., originally founded as Brown Shoe Company in 1878 and incorporated in 1913, is a global footwear company. The Company’s shares are traded under the “CAL” symbol on the New York Stock Exchange.

The Company provides a broad offering of branded, licensed and private-label athletic, casual and dress footwear products to women, men and children. The footwear is sold at a variety of price points through multiple distribution channels both domestically and internationally. As of January 31, 2026, the Company operated 1,009 retail shoe stores in the United States, Canada, Europe, East Southeast Asia and Guam under the Famous Footwear, Allen Edmonds, Sam Edelman, Stuart Weitzman and Naturalizer names. In addition, through its Brand Portfolio segment, the Company designs, sources, manufactures and markets footwear to retail stores domestically and internationally, including online retailers, national chains, department stores, independent retailers, mass merchandisers and franchise partners. Refer to Note 2 to the consolidated financial statements for additional information regarding the Company’s revenue by category and Note 8 for discussion of the Company’s business segments.

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.

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 (loss) earnings attributable to Caleres, Inc.

Consolidation

The 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.

Noncontrolling Interests

Noncontrolling interests in the Company’s consolidated financial statements result from the accounting for noncontrolling interests in partially-owned consolidated subsidiaries or affiliates. The Company has a joint venture agreement with Brand Investment Holding Limited ("Brand Investment Holding"), a member of the Gemkell Group, to sell branded footwear in China, including Sam Edelman, Naturalizer and other brands. The Company and Brand Investment Holding are each 50% owners of the joint venture, which is named CLT Brand Solutions ("CLT"). In 2025, capital contributions of $5.3 million were made to CLT including $2.7 million received from Brand Investment Holdings. In 2024, capital contributions of $4.0 million were made to CLT, including $2.0 million received from Brand Investment Holding. As of January 31, 2026 and February 1, 2025, assets of CLT were $31.0 million and $27.1 million, respectively, and liabilities were $16.8 million and $13.2 million, respectively. Net sales of CLT were $38.5 million, $29.8 million and $26.8 million in 2025, 2024 and 2023, respectively. Operating losses of CLT were $5.3 million and $2.6 million in 2025 and 2024, respectively. Operating earnings of CLT were $0.5 million for 2023.

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

Accounting Period

The Company’s fiscal year is the 52- or 53-week period ending the Saturday nearest to January 31. Fiscal years 2025 and 2024, both of which included 52 weeks, ended on January 31, 2026 and February 1, 2025, respectively. Fiscal year 2023 included a 53-week period ending February 3, 2024.

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 consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Certain estimates and assumptions use forecasted financial information based on information reasonably available to us.

Significant estimates as assumptions are required as part of accounting for customer returns and allowances, gift card breakage income, deferred revenue associated with reward programs, valuation of inventories, depreciation and amortization, impairments reserves and acquisitions. Changes in facts and circumstances may result in revised estimates and assumptions, and actual results could differ from these estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Cash equivalents also include amounts due from third-party financial institutions for credit and debit card transactions. These receivables typically settle in five days or less. Amounts due from the financial institutions for these transactions totaled $9.4 million and $8.4 million as of January 31, 2026 and February 1, 2025, respectively. The Company had an immaterial amount of restricted cash as of January 31, 2026 and February 1, 2025.

Receivables

In accordance with Accounting Standards Codification (“ASC”) Topic 326,*Financial Instruments - Credit Losses,*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 allowance for expected credit losses is adjusted for current conditions and reasonable and supportable forecasts. The Company recorded provisions for expected credit losses of $7.5 million and $1.0 million in 2025 and 2023, respectively, and adjustments to the provision for expected credit losses of$0.8 million in 2024.

Customer allowances represent reserves against the Company’s wholesale customers’ accounts receivable for margin assistance, product returns, customer deductions and co-op advertising allowances. The Company estimates the reserves needed for margin assistance by reviewing inventory levels on the retail floors, sell-through rates, historical dilution, current gross margin levels and other performance indicators of the Company’s major retail customers. Product returns and customer deductions are estimated using historical experience and anticipated future trends. Co-op advertising allowances are estimated based on customer agreements. The Company recognized provisions for customer allowances of $24.8 million, $25.0 million and $28.5 million in 2025, 2024 and 2023, respectively.

Customer discounts represent reserves against the Company’s accounts receivable for discounts that wholesale customers may take based on meeting certain order, payment or return guidelines. The Company estimates the reserves needed for customer discounts based upon customer net sales and terms of the respective agreements. The Company recognized provisions for customer discounts of $15.2 million, $11.5 million and $9.9 million in 2025, 2024 and 2023, respectively.

Inventories

The Company values inventories at the lower of cost or market for approximately 84% of consolidated inventories, which represents divisions using the last-in, first-out (“LIFO”) method. For the remaining portion, the Company’s inventories are valued at the lower of cost or net realizable value. For inventory valued at LIFO, the Company regularly reviews the inventory for excess, obsolete or impaired inventory, and writes it down to the lower of cost or market. If the first-in, first-out (“FIFO”) method had been used, consolidated inventories would have been $14.9 million and $10.9 million higher at January 31, 2026 and February 1, 2025, respectively. In 2025 and 2024, the Company recorded LIFO provisions of $4.1 million and $0.6 million, respectively, on certain inventories as a result of product cost inflation. Refer to Note 9 to the consolidated financial statements for additional information related to inventories.

The Company applies judgment in determining the market value of inventory, which requires an estimate of net realizable value, including current and expected selling prices, costs to sell and normal gross profit rates. The method used to determine market value varies by business division, based on the unique operating models. At the Famous Footwear segment and certain operations within the Brand Portfolio segment, market value is determined based on net realizable value less an estimate of expected costs to be incurred to sell the product. Accordingly, the Company records markdowns

when it becomes evident that inventory items will be sold at prices below cost. As a result, gross profit rates at the Famous Footwear segment and, to a lesser extent, the Brand Portfolio segment are lower than the initial markup during periods when permanent price reductions are taken to clear product. For the majority of the Brand Portfolio segment, the Company determines market value based upon the net realizable value of inventory less a normal gross profit rate. The Company believes these policies reflect the difference in operating models between the Famous Footwear and Brand Portfolio segments. Famous Footwear periodically runs promotional events to drive sales to clear seasonal inventories. The Brand Portfolio segment generally relies on permanent price reductions to clear slower-moving inventory.

The determination of markdown reserves for the Brand Portfolio segment requires significant assumptions, estimates and judgments by management, and is subject to inherent uncertainties and subjectivity. In determining markdown reserves, management considers recent and forecasted sales prices, historical gross profit rates, the length of time the product is held in inventory and quantities of various product styles contained in inventory, as well as demand, among other factors. The ultimate amount realized from the sale of certain products could differ from management estimates. Markdown reserves were$33.2 million and$17.7 million as of January 31, 2026 and February 1, 2025, respectively.

The costs of inventory, inbound freight and duties, markdowns, shrinkage and royalty expense are classified in cost of goods sold. Costs of warehousing and distribution are classified in selling and administrative expenses and are expensed as incurred. Such warehousing and distribution costs totaled $112.2 million, $114.3 million and $117.0 million in 2025, 2024 and 2023, respectively. Costs of overseas sourcing offices and other inventory procurement costs are reflected in selling and administrative expenses and are expensed as incurred. Such sourcing and procurement costs totaled $27.0 million, $21.5 million and $22.0 million in 2025, 2024 and 2023, respectively.

The Company performs physical inventory counts or cycle counts on all merchandise inventory on hand throughout the year and adjusts the recorded balance to reflect the results. The Company records estimated shrinkage between physical inventory counts based on historical results.

Computer Software Costs

The Company capitalizes certain costs in other assets, including internal payroll costs incurred in connection with the development or acquisition of software for internal use. Other assets on the consolidated balance sheets include $12.4 million and $13.6 million of computer software costs as of January 31, 2026 and February 1, 2025, respectively, which are net of accumulated amortization of $78.8 million and $76.8 million as of the end of the respective periods. In addition, other assets on the consolidated balance sheets include $21.9 million and $24.8 million for cloud computing arrangements (software-as-a-service contracts) and related implementation costs as of January 31, 2026 and February 1, 2025, respectively, which are net of accumulated amortization of $14.7 million and $9.4 million as of the end of the respective periods. These balances include capitalized costs associated with the Company’s implementation of its cloud-based ERP in 2024.

Property and Equipment

Property and equipment, net is recorded at cost less accumulated depreciation determined by the straight-line method over the expected useful life of the assets or the remaining lease terms, including the impact of impairments and disposals. The net book value of property or equipment sold or retired is removed from the asset and related accumulated depreciation accounts with any resulting net gain or loss included in results of operations.

Interest Expense

Interest expense generally includes interest for borrowings under the Company’s revolving credit agreement, fees paid for the unused portion of the line of credit, and amortization of the deferred debt issuance costs.

Goodwill and Intangible Assets

Goodwill and intangible assets deemed to have indefinite lives are not amortized but are subject to annual impairment tests. In accordance with ASC 350,Intangibles-Goodwill and Other, the Company is permitted, but not required, to qualitatively assess indicators of a reporting unit’s fair value when it is unlikely that a reporting unit is impaired. If a quantitative test is deemed necessary, a discounted cash flow analysis is prepared to estimate fair value. A fair value-based test is applied at the reporting unit level, which is generally at or one level below the operating segment level. The test compares the fair value of the Company’s reporting units to the carrying value of those reporting units. This test

requires significant assumptions, estimates and judgments by management, and is subject to inherent uncertainties and subjectivity.

The Company performs its goodwill impairment assessment and impairment tests on its indefinite-lived intangible assets as of the first day of the fourth quarter of each fiscal year unless events indicate an interim test is required. Definite-lived intangible assets are amortized over their useful lives and are reviewed for impairment if and when impairment indicators are present. Refer to Note 11 to the consolidated financial statements for further discussion of goodwill and intangible assets.

Self-Insurance Reserves

The Company is self-insured and/or retains high deductibles for a significant portion of its workers’ compensation, health, disability, cyber risk, general liability, automobile and property programs, among others. Liabilities associated with the risks that are retained by the Company are estimated by considering historical claims experience, trends of the Company and the industry and other actuarial assumptions. The estimated accruals for these liabilities could be affected if development of costs on claims differ from these assumptions and historical trends. Based on available information as of January 31, 2026, the Company believes it has provided adequate reserves for its self-insurance exposure. As of January 31, 2026 and February 1, 2025, self-insurance reserves were $11.0 million and $9.4 million, respectively.

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 financing institutions. The liabilities for the suppliers that participate in the Program are presented within accounts payable in the Company’s consolidated balance sheets, with changes reflected within cash flows from operating activities when settled. As of January 31, 2026 and February 1, 2025, the Company had $25.3 million and $22.0 million, respectively, of accounts payable subject to the Program arrangements.

The following table is a rollforward of the obligations confirmed under the Program for 2025 and 2024:

Revenue Recognition

Retail sales, recognized at the point of sale, are recorded net of returns and exclude sales tax. Wholesale sales are recorded, net of returns, allowances and discounts, when obligations under the terms of a contract with the consumer are satisfied. This generally occurs at the time of transfer of control of merchandise. The Company considers several control indicators in its assessment of the timing of the transfer of control, including significant risks and rewards of ownership, physical possession and the Company’s right to receive payment. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring merchandise. Reserves for projected merchandise returns, discounts and allowances are determined based on historical experience and current expectations. Revenue is recognized on license fees related to Company-owned brand names, where the Company is the licensor, when the related sales of the licensee are made. The Company applies the guidance using the portfolio approach in ASC 606,*Revenue from Contracts with Customers,*because this methodology would not differ materially from applying the guidance to the individual contracts within the portfolio. The Company excludes sales and similar taxes collected from customers from the measurement of the transaction price for its retail sales. Refer to Note 2 for further discussion of revenue.

Gift Cards

The Company sells gift cards to its customers in its retail stores, through its e-commerce sites and at other retailers. The Company’s gift cards do not have expiration dates or inactivity fees. The Company recognizes revenue from gift cards when (i) the gift card is redeemed by the consumer or (ii) the likelihood of the gift card being redeemed by the consumer is remote (“gift card breakage”) and the Company determines that it does not have a legal obligation to remit the value of unredeemed gift cards to the relevant jurisdictions. The gift card breakage rate is determined based upon historical redemption patterns. Gift card breakage is recognized during the 24-month period following the sale of the gift card, according to the Company’s historical redemption pattern. Gift card breakage income is included in net sales in the consolidated statements of earnings and the liability established upon the sale of a gift card is included in other accrued expenses within the consolidated balance sheets. The Company recognized gift card breakage of $1.0 million in 2025 and $0.8 million in both 2024 and 2023.

Loyalty Program

The Company maintains a loyalty program at Famous Footwear, through which consumers earn points toward savings certificates for qualifying purchases. Upon reaching specified point values, consumers are issued a savings certificate that may be redeemed for purchases at Famous Footwear. Savings certificates earned must be redeemed within stated expiration dates. In addition to the savings certificates, the Company also offers exclusive member discounts. The value of points and rewards earned by Famous Footwear’s loyalty program members are recorded as a reduction of net sales and a liability is established within other accrued expenses at the time the points are earned based on historical conversion and redemption rates. Approximately 77% and 75% of net sales in the Famous Footwear segment were made to its loyalty program members in 2025 and 2024, respectively. In addition, loyalty programs have recently been launched for the Allen Edmonds and Naturalizer brands. As of January 31, 2026 and February 1, 2025, the Company had loyalty program liabilities totaling $7.8 million and $7.8 million, respectively, which are included in other accrued expenses on the consolidated balance sheets. Of the $7.8 million loyalty program liability as of January 31, 2026, $6.4 million is reflected in the Famous Footwear segment and $1.4 million is reflected in the Brand Portfolio segment. Of the $7.8 million loyalty program liability as of February 1, 2025, $6.6 million is reflected in the Famous Footwear segment and $1.2 million is reflected in the Brand Portfolio segment.

Store Impairment Charges

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 at stores and the lease right-of-use asset, indicated as impaired are written down to fair value as calculated using a discounted cash flow method. The Company recorded asset impairment charges, primarily for operating lease right-of-use assets, leasehold improvements, and furniture and fixtures in the Company’s retail stores, of $1.7 million, $1.9 million and $0.7 million in 2025, 2024 and 2023, respectively.

Advertising and Marketing Expense

Advertising and marketing costs are expensed as incurred, except for the costs of direct response advertising that relate primarily to the production and distribution of the Company’s catalogs and coupon mailers. Direct response advertising costs are capitalized and amortized over the expected future revenue stream, which is generallyone tothree months from the date the materials are mailed. External production costs of advertising are expensed when the advertising first appears in the media or in the store.

In addition, the Company participates in co-op advertising programs with certain of its wholesale customers. For those co-op advertising programs where the Company has validated the fair value of the advertising received, co-op advertising costs are reflected as advertising expense within selling and administrative expenses. Otherwise, co-op advertising costs are reflected as a reduction of net sales.

Total advertising and marketing expense was $164.6 million, $149.7 million and $145.7 million in 2025, 2024 and 2023, respectively. These costs were offset by co-op advertising allowances recovered by the Company’s retail business of $7.2 million, $5.8 million and $6.2 million in 2025, 2024 and 2023, respectively. Total costs of co-op advertising provided to wholesale customers that are reflected as a reduction of net sales were $18.8 million in 2025, $19.4 million in 2024 and $17.0 million in 2023. The Company did not incur any co-op advertising costs that were reflected in selling and

administrative expenses during 2025, 2024 and 2023. Total advertising costs attributable to future periods that are deferred and recognized as a component of prepaid expenses and other current assets were $3.2 million and $3.1 million at January 31, 2026 and February 1, 2025, respectively.

Income Taxes

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the consolidated financial statement carrying amounts and the tax bases of its assets and liabilities. The Company establishes valuation allowances if it believes that it is more-likely-than-not that some or all of its deferred tax assets will not be realized. The Company does not recognize a tax benefit unless it concludes that it is more-likely-than-not that the benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax position. If the recognition threshold is met, the Company recognizes a tax benefit measured at the largest amount of the tax benefit that, in its judgment, is greater than 50% likely to be realized. The Company records interest and penalties related to unrecognized tax positions within the income tax provision benefit on the consolidated statements of earnings.

Operating Leases

The Company leases all of its retail locations, a manufacturing facility and certain office locations, distribution centers and equipment under operating leases. In addition, as further discussed in Note 13 to the consolidated financial statements, the Company has entered into a new lease for its corporate headquarters. Approximately 28% of the leases entered into by the Company include options that allow the Company to extend the lease term beyond the initial commitment period, subject to terms agreed to at lease inception. Some leases also include early termination options that can be exercised under specific conditions. In accordance with ASC Topic 842,Leases (“ASC 842”), lease right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. The majority of the Company’s leases do not provide an implicit rate and therefore, the Company uses an incremental borrowing rate based on the information available at the commencement date, including implied traded debt yield and seniority adjustments, to determine the present value of future payments. Lease expense for the minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease payments are expensed as incurred. The Company has elected the practical expedient under ASC 842 to not separate non-lease components from associated lease components for the entire population of operating lease assets.

Contingent Rentals

Many of the leases covering retail stores require contingent rental payments in addition to the minimum monthly rental charge based on retail sales volume. The Company excludes from lease payments any variable payments that are not based on an index or market. If payment for a lease is fully contingent on sales, such as a percentage of sales gross rent lease, none of the lease payments are included in the lease right-of-use asset or the lease liability.

Construction Allowances Received From Landlords

At the time its facilities are initially leased, the Company often receives consideration from landlords to be applied against the cost of leasehold improvements necessary to open the store. The Company treats these construction allowances as a lease incentive. In accordance with ASC 842, the allowances are recorded within the lease right-of-use asset and amortized to income over the lease term as a reduction of rent expense.

Straight-Line Rents and Rent Holidays

The Company records rent expense on a straight-line basis over the lease term for all of its leased facilities. For leases that have predetermined fixed escalations of the minimum rentals, the Company recognizes the related rental expense on a straight-line basis and records the difference between the recognized rental expense and amounts payable under the lease as the lease right-of-use asset. At the time its retail facilities are leased, the Company is frequently not charged rent for a specified period of time, typically 30 to 60 days, while the store is being prepared for opening. This rent-free period is referred to as a rent holiday. The Company recognizes rent expense over the lease term, including any rent holiday, within selling and administrative expenses on the consolidated statements of earnings.

Pre-opening Costs

Pre-opening costs associated with opening retail stores, including payroll, supplies and facility costs, are expensed as incurred.

(Loss) Earnings Per Common Share Attributable to Caleres, Inc. Shareholders

The Company uses the two-class method to calculate basic and diluted (loss) earnings per common share attributable to Caleres, Inc. shareholders. Unvested restricted stock awards are considered participating units because they entitle holders to non-forfeitable rights to dividends or dividend equivalents during the vesting term. Under the two-class method, basic (loss) earnings per common share attributable to Caleres, Inc. shareholders is computed by dividing the net (loss) earnings attributable to Caleres, Inc. after allocation of earnings to participating securities by the weighted-average number of common shares outstanding during the year. Diluted (loss) earnings per common share attributable to Caleres, Inc. shareholders is computed by dividing the net (loss) earnings attributable to Caleres, Inc. after allocation of earnings to participating securities by the weighted-average number of common shares and potential dilutive securities outstanding during the year. Potential dilutive securities consist of outstanding stock options and contingently issuable shares for the Company’s performance share awards. Refer to Note 4 to the consolidated financial statements for additional information related to the calculation of (loss) earnings per common share attributable to Caleres, Inc. shareholders.

Comprehensive Income

Comprehensive income primarily includes the effect of foreign currency translation adjustments and pension and other postretirement benefits adjustments.

Foreign Currency Translation Adjustment

For certain of the Company’s international subsidiaries, the local currency is the functional currency. Assets and liabilities of these subsidiaries are translated into United States dollars at the period-end exchange rate or historical rates as appropriate. Consolidated statements of earnings amounts are translated at average exchange rates for the period. The cumulative translation adjustments resulting from changes in exchange rates are included in the consolidated balance sheets as a component of accumulated other comprehensive loss in total Caleres, Inc. shareholders’ equity. Transaction gains and losses are included in the consolidated statements of earnings.

Pension and Other Postretirement Benefits Adjustments

The Company determines the expense and obligations for retirement and other benefit plans using assumptions related to discount rates, expected long-term rates of return on invested plan assets, expected salary increases and certain employee-related factors. The Company determines the fair value of plan assets and benefit obligations as of the January 31 measurement date. The unrecognized portion of the gain or loss on plan assets is included in the consolidated balance sheets as a component of accumulated other comprehensive loss in total Caleres, Inc. shareholders’ equity and is recognized into expense over time. Refer to additional information related to pension and other postretirement benefits in Note 6 and Note 15 to the consolidated financial statements.

Litigation Contingencies

The Company is the defendant in several claims and lawsuits arising in the ordinary course of business. The Company believes the outcome of such proceedings and litigation currently pending will not have a material adverse effect on the consolidated financial position or results of operations. The Company accrues its best estimate of the cost of resolution of these claims. Legal defense costs of such claims are recognized in the period in which the costs are incurred. Refer to Note 17 to the consolidated financial statements for further discussion of commitments and contingencies.

Environmental Matters

The Company is involved in environmental remediation and ongoing compliance activities at several sites. The Company is remediating, under the oversight of Colorado authorities, the groundwater and indoor air at its owned facility and residential neighborhoods adjacent to and near the property, which have been affected by solvents previously used at the facility. In addition, various federal and state authorities have identified the Company as a potentially responsible party for remediation at certain other sites. The Company’s prior operations included numerous manufacturing and other facilities for which the Company may have responsibility under various environmental laws to address conditions that may be identified in the future. Refer to Note 17 to the consolidated financial statements for additional information.

Environmental expenditures relating to an existing condition caused by past operations and that do not contribute to current or future revenue generation are expensed. Based upon independent environmental assessments, liabilities are recorded when remedial action is considered probable and the costs can be reasonably estimated and are evaluated independently of any future claims recovery. Generally, the timing of these accruals coincides with completion of a feasibility study or

the Company’s commitment to a formal plan of action, and the cost estimates are subject to change as new information becomes available. Costs of future expenditures for environmental remediation obligations are discounted to their present value in those situations requiring only continuing maintenance and monitoring based upon a schedule of fixed payments.

Share-Based Compensation

The Company has share-based incentive compensation plans under which certain officers, employees and members of the Board of Directors are participants and may be granted restricted stock, stock performance awards and stock options. Additionally, share-based grants may be made to non-employee members of the Board of Directors in the form of restricted stock units (“RSUs”) payable in cash or the Company’s common stock. The Company accounts for share-based compensation in accordance with the fair value recognition provisions of ASC 718,Compensation – Stock Compensation, and ASC 505,Equity, which require all share-based payments to employees and members of the Board of Directors, to be recognized as expense in the consolidated financial statements based on their fair values. Expense for restricted stock is based on the fair value of the restricted stock on the date of grant. Expense for graded-vesting grants is recognized ratably over the respective vesting periods, which is generally 50% overtwo years and 50% over three years, and expense for cliff-vesting grants is recognized on a straight-line basis over the vesting period, which is generallyone year. Expense for stock performance awards is recognized based upon the fair value of the awards on the date of grant and the anticipated number of shares or units to be awarded on a straight-line basis over the respective term of the award, or individual vesting portion of an award. Expense for the initial grant of RSUs is recognized ratably over theone-year vesting period based upon the fair value of the RSUs, and for cash-equivalent RSUs, is remeasured at the end of each period. The Company accounts for forfeitures of share-based grants as they occur. If the anticipated number of shares to be awarded or the share value of the Company’s common stock changes significantly, share-based compensation expense may differ materially in the future from that recorded in the current period. Refer to additional information related to share-based compensation in Note 16 to the consolidated financial statements.

Consolidated Statements of Cash Flows Supplemental Disclosures

The Company received refunds for federal, state and international taxes, net of payments, of $2.6 million, including refunds of $9.0 million for federal taxes and $0.6 million for state taxes and payments of $7.0 million for international taxes, in 2025. The Company made payments for federal, state and international taxes, net of refunds, of $15.8 million, including $7.0 million for federal taxes, $6.5 million for international taxes and $2.3 million for state taxes in 2024. During 2023, the Company made payments for federal, state and international taxes, net of refunds, of $19.8 million, including $9.2 million for international taxes and $5.3 million each for federal and state taxes. Refer to Note 7 to the consolidated financial statements for further information regarding income taxes.

Cash payments of interest for the Company’s borrowings under the revolving credit agreement and long-term debt during 2025, 2024 and 2023 were $17.7 million, $13.0 million and $19.7 million, respectively. Refer to Note 12 to the consolidated financial statements for further discussion regarding the Company’s financing arrangements.

Capital expenditures accrued at the end of the period were $6.1 million, $3.6 million and $5.3 million for 2025, 2024 and 2023, respectively.

Impact of Recently Adopted Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09,*Income Taxes (Topic 740): Improvements to Income Tax Disclosures.*The ASU expands the income tax disclosure requirements, principally related to the rate reconciliation table and income taxes paid by jurisdiction. The Company adopted ASU 2023-09 on a prospective basis during the fourth quarter of 2025. Refer to Note 7 to the consolidated financial statements for additional information.

Impact of Prospective Accounting Pronouncements

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 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 the Company’s annual disclosure for fiscal 2028, and interim reporting periods beginning with the first quarter of 2028, 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.

2. REVENUES

Disaggregation of Revenues

The following table disaggregates revenue by segment and major source for 2025, 2024 and 2023:

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, includetwo 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, or picked up directly by the consumer from the Company’s stores (“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 clears United States customs. The merchandise is shipped directly to the customer from the Company’s warehouses. Many customers that purchase footwear on a landed basis arrange their own transportation of merchandise and, with limited exceptions, control is transferred 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 when 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 contract balances from contracts with customers is as follows:

Changes in contract balances with customers generally reflect differences in relative sales volume for the period presented. In addition, during 2025, the loyalty programs liability increased $15.8 million due to points and material rights earned on purchases and decreased $15.8 million due to expirations and redemptions. During 2024, the loyalty programs liability increased $26.3 million due to points and material rights earned on purchases and decreased $30.0 million due to expirations and redemptions. The increase to the returns reserve primarily reflects the sales contribution from the acquired Stuart Weitzman business.

Allowance for Expected Credit Losses

The following table summarizes the activity in the Company’s allowance for expected credit losses for 2025 and 2024:

(1) The Company’s adjustment for expected credit losses in 2025 reflects bankruptcy filings of certain large customers, as well as the provision for accounts receivables acquired from Stuart Weitzman.

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 $108.9 million, net of the cash received at the closing. The purchase price is subject to final adjustments for net working capital.

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, Europe and Asia across both wholesale and direct-to-consumer channels. The acquisition was funded with borrowings from the revolving credit agreement.

Preliminary Purchase Price Allocation

The acquisition was accounted for in accordance with 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:

The allocation of the purchase price was based on certain preliminary valuations and analyses. Any subsequent changes in the estimated fair values assumed upon the finalization of more detailed analyses within the measurement period will change the allocation of the purchase price and will 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 and intangible assets. The Company used all available information to make its best estimate of fair values at the acquisition date. During the fourth quarter of 2025, the Company recorded measurement period adjustments totaling$3.8 million, including a$2.3 million decrease to inventories,$1.3 million increase to other accrued expenses,$0.4 million decrease in right-of-use assets,$0.3 million increase to other assets,$0.2 million decrease to prepaid expenses and other current assets and$0.1 million increase in intangible assets. The Company is still in the process of finalizing the net working capital adjustment, which is expected to be completed during the first quarter of 2026.

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 consolidated financial statements for additional information regarding goodwill and intangible assets.

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 $102.2 million and reported an operating loss of $38.9 million during 2025. The operating loss is due in part to $15.4 million in incremental cost of goods sold during 2025 related to the inventory fair value adjustment required for purchase accounting. The operating loss does not include $12.2 million ($9.1 million on an after-tax basis, or $0.27 per diluted share) in acquisition and integration-related costs during 2025, and the incremental interest expense associated with the transaction. Refer to Note 5 to the consolidated financial statements for additional information related to the acquisition and integration costs and Note 11 for discussion of the intangible assets acquired.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information for 2025 and 2024 combines the historical results of Caleres, Inc. and Stuart Weitzman, assuming the acquisition had been completed as of February 4, 2024. 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 inventory, acquisition and integration-related transaction costs, interest expense on 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. The pro forma financial information, as presented below, is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on February 4, 2024, nor are they indicative of future operating results.

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.

4. 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 (loss) earnings per common share attributable to Caleres, Inc. shareholders:

Due to the Company’s net loss attributable to Caleres, Inc. in 2025, the denominator for diluted loss per common share attributable to Caleres, Inc. shareholders is the same as the denominator for basic loss per common share attributable to Caleres, Inc. shareholders. Contingently issuable shares for performance share awards totaling 110,000 shares were not included in the denominator for diluted (loss) earnings per common share attributable to Caleres, Inc. shareholders.

As further discussed in Item 5,Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, the Company hastwo publicly announced share repurchase programs. The Company repurchased 300,000,1,938,324 and 763,000 shares at a cost of $5.0 million, $65.0 million and $17.4 million during the years ended January 31, 2026, February 1, 2025 and February 3, 2024, respectively, under these programs.

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 consolidated statements of shareholders’ equity. There wereno excise taxes due on share repurchases during 2025. An immaterial amount of excise taxes were due on share repurchases during 2024.

5. RESTRUCTURING AND OTHER INITIATIVES

Stuart Weitzman Acquisition and Integration Costs

As discussed in Note 3 to the consolidated financial statements, on August 4, 2025, the Company completed the previously announced acquisition of Stuart Weitzman from Tapestry, Inc. During 2025, the Company incurred acquisition and integration costs of $12.2 million ($9.1 million on an after-tax basis, or $0.27 per diluted share), primarily related to legal, information technology and other related costs. Of the $12.2 million in charges presented in restructuring and other special charges on the consolidated statement of earnings for 2025, $8.0 million is reflected in the Eliminations and Other Category and $4.2 million is reflected in the Brand Portfolio segment. As of January 31, 2026, reserves of $4.9 million were included in current liabilities on the consolidated balance sheet related to the Stuart Weitzman acquisition, with $3.4 million included in employee compensation and benefits and $1.5 million included in other accrued expenses.

Expense Reduction Initiatives

During 2025, the Company incurred costs of $9.6 million ($7.1 million on an after-tax basis, or $0.22 per diluted share) in connection with expense reduction initiatives announced in the second quarter of 2025. These charges primarily related to severance and other associated costs. Of the $9.6 million in charges presented in restructuring and other special charges on the consolidated statement of earnings for 2025, $6.6 million is reflected in the Eliminations and Other category, $2.7 million is reflected in the Brand Portfolio segment and $0.3 million is reflected in the Famous Footwear segment. As of January 31, 2026, reserves of $0.8 million were included in other accrued expenses on the consolidated balance sheet.

During 2023, the Company incurred costs of $6.1 million ($4.5 million on an after-tax basis, or $0.13 per diluted share) associated with its expense reduction initiatives. The costs were primarily for severance and other costs to integrate the Blowfish Malibu office, showroom and information systems into the St. Louis infrastructure. Of the $6.1 million in charges presented in restructuring and other special charges on the consolidated statements of earnings for 2023, $2.6 million is reflected in the Brand Portfolio segment, $2.1 million is reflected in the Eliminations and Other category and $1.4 million is reflected in the Famous Footwear segment.

Gain on Sale of Corporate Headquarters

On December 19, 2025, the Company completed the sale of the largest ofthree parcels comprising its corporate headquarters in Clayton, Missouri. The Company recognized a gain of $2.6 million ($1.9 million on an after-tax basis, or $0.06 per diluted share), which is reflected in restructuring and other special charges in the consolidated statement of earnings within the Eliminations and Other category.

Organizational Changes

During 2025, the Company incurred $2.0 million ($1.5 million on an after-tax basis, or $0.04 per diluted share) related to organizational changes at its corporate headquarters. These costs were recognized in restructuring and other special charges in the consolidated statement of earnings within the Eliminations and Other category. As of January 31, 2026, reserves of $2.0 million are included in current liabilities on the consolidated balance sheet.

Restructuring Costs

During 2024, the Company incurred restructuring costs of $9.9 million ($7.3 million on an after-tax basis, or $0.21 per diluted share). The costs were primarily for the exit of the Company’s domestic retail store operations for the Naturalizer brand, severance and pension settlement costs associated with the acceptance of a lump sum buyout offer by certain pension plan participants. Of the $7.2 million in charges presented in restructuring and other special charges on the consolidated statements of earnings in 2024, $6.4 million is reflected in the Brand Portfolio segment, $0.6 million is reflected in the Famous Footwear segment and $0.2 million is reflected within the Eliminations and Other category. The remaining $2.7 million of restructuring costs related to the pension settlement are presented in other (expense) income, net, and reflected in the Eliminations and Other category. As of February 1, 2025, restructuring reserves of $5.5 million were included in current liabilities on the consolidated balance sheet, with $4.0 million included in accounts payable, $1.3 million included in employee compensation and benefits and $0.2 million in other accrued expenses. There wereno corresponding reserves as of January 31, 2026.

6. RETIREMENT AND OTHER BENEFIT PLANS

The Company sponsors pension plans in both the United States and Canada. Under the domestic plans, salaried, management and certain hourly employees’ pension benefits are based on a two-rate formula applied to each year of service. Participants receive the larger of the accrued benefit as of December 31, 2015 (based on service commencing at the date of hire and a 35-year service cap and an average annual salary for thefive highest consecutive years during the last 10-year period) and the benefit calculated under the current plan provisions from the date of hire. Generally, under the current plan provisions, a participant receives credit for one year of service for each 365 days of employment as an eligible employee with the Company commencing after the employee’s date of participation in the plan, up to 30 years. Except for grandfathered employees and certain hourly associates in the Company’s retail divisions, final average compensation, taxable covered compensation and credited service for purposes of determining accrued pension benefits were frozen as of December 31, 2018.

The Company’s Canadian pension plans cover certain employees based on plan specifications. Under the Canadian plans, employees’ pension benefits are based on the employee’s highest consecutive five years of compensation during the 10 years before retirement. The Company’s funding policy for all plans is to make the minimum annual contributions required by applicable regulations. The Company also maintains an unfunded Supplemental Executive Retirement Plan (“SERP”). In addition to providing pension benefits, the Company sponsors unfunded postretirement life insurance plans that cover both salaried and hourly employees who became eligible for benefits by January 1, 1995. The life insurance plans provide coverage of up to $20,000 for qualifying retired employees.

Benefit Obligations

The following table sets forth changes in benefit obligations, including all domestic and Canadian plans:

The accumulated benefit obligation for the United States pension plans was $249.9 million and $252.1 million as of January 31, 2026 and February 1, 2025, respectively. The accumulated benefit obligation for the Canadian pension plans was $2.7 million and $2.9 million as of January 31, 2026 and February 1, 2025, respectively.

As of January 31, 2026 and February 1, 2025, the Company used the PRI-2012 Bottom Quartile mortality table, projected using generational scale MP-2021, a base mortality table issued by the Society of Actuaries in 2021, to estimate the plan liabilities.

Plan Assets

Pension assets are managed in accordance with the prudent investor standards of the Employee Retirement Income Security Act (“ERISA”). The plan’s investment objective is to earn a competitive total return on assets, while also ensuring plan assets are adequately managed to provide for future pension obligations. This results in the protection of plan surplus and is accomplished by matching the duration of the projected benefit obligation using leveraged fixed income instruments and, while maintaining an equity commitment, managing an equity overlay strategy. The overlay strategy is intended to protect the managed equity portfolios against adverse stock market environments. The Company delegates investment management of the plan assets to specialists in each asset class and regularly monitors manager performance and compliance with investment guidelines. The Company’s overall investment strategy is to achieve a mix of approximately 97% of investments for long-term growth and 3% for near-term benefit payments with a wide diversification of asset types, fund strategies and fund managers. The target allocations for plan assets for 2025 were equities of between 65% and 75% and debt securities of between 25% and 35%. Allocations may change periodically based upon changing market conditions. Corporate stocks – common, as listed in the table below, did not include any Company stock at January 31, 2026 or February 1, 2025.

Assets of the Canadian pension plans, which totaled approximately $3.8 million on January 31, 2026, were invested 55% in equity funds,42% in bond funds and 3% in money market funds. The Canadian pension plans did not include any Company stock as of January 31, 2026 or February 1, 2025.

A financial instrument’s level within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Refer to further discussion on the fair value hierarchy in Note 14 to the consolidated financial statements. Following is a description of the pension plan investments measured at fair value, including the general classification of such investments pursuant to the valuation hierarchy.

The fair values of the Company’s pension plan assets at January 31, 2026 by asset category were as follows:

The fair values of the Company’s pension plan assets at February 1, 2025 by asset category were as follows:

The following table sets forth changes in the fair value of plan assets, including all domestic and Canadian plans:

Funded Status

The over-funded status as of January 31, 2026 and February 1, 2025 for pension benefits was $78.8 million and $64.5 million, respectively. The under-funded status for other postretirement benefits was $0.9 million as of January 31, 2026 and February 1, 2025.

Amounts recognized in the consolidated balance sheets consist of:

The projected benefit obligation, the accumulated benefit obligation and the fair value of plan assets for pension plans with a projected benefit obligation in excess of plan assets and for pension plans with an accumulated benefit obligation in excess of plan assets, which includes only the Company’s SERP, were as follows:

The accumulated postretirement benefit obligation exceeds assets for all of the Company’s other postretirement benefit plans.

The amounts in accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit expense (income) at January 31, 2026 and February 1, 2025 are as follows:

Net Periodic Benefit Expense (Income)

Net periodic benefit expense (income) for 2025, 2024 and 2023 for all domestic and Canadian plans included the following components:

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

The net actuarial loss (gain) subject to amortization is amortized on a straight-line basis over the average future service of active plan participants as of the measurement date. The prior service credit is amortized on a straight-line basis over the average future service of active plan participants benefiting under the plan at the time of each plan amendment.

The expected long-term rate of return on plan assets is based on historical and projected rates of return for current and planned asset classes in the plan’s investment portfolio. Assumed projected rates of return for each asset class were selected after analyzing experience and future expectations of the returns. The overall expected rate of return for the portfolio was developed based on the target allocation for each asset class.

Expected Cash Flows

Information about expected cash flows for all pension and postretirement benefit plans follows:

Defined Contribution Plans

The Company’s domestic defined contribution 401(k) plan covers certain salaried employees. For eligible salaried employees, the Company makes a core contribution of 1.5% and a matching contribution of up to 50% of the first 6% of the employees’ contributions. The Company’s expense for this plan was $5.4 million in 2025, $4.7 million in 2024, and $5.0 million in 2023. In addition to the core and matching contributions, the Company has the discretion to contribute up to an additional 2% profit-sharing benefit based on the Company’s performance. The Company’s expense for the profit-sharing contribution waszero for 2025, 2024 and 2023. The Company also offers a 401(k) plan to certain hourly employees, providing the option to contribute from 2% to 30% of pre-tax wages to the 401(k) plan. The hourly 401(k) plan does not offer matching contributions and therefore, the Company incurredno expense during 2025.

Non-Qualified Deferred Compensation Plan

The Company has 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 of $12.7 million and $10.9 million as of January 31, 2026 and February 1, 2025, respectively, are presented in employee compensation and benefits in the accompanying consolidated balance sheets. The assets held by the trust of $12.7 million and $10.9 million as of January 31, 2026 and February 1, 2025, respectively, are presented within prepaid expenses and other current assets in the accompanying consolidated balance sheets, with changes in the deferred compensation charged to selling and administrative expenses in the accompanying consolidated statements of earnings.

Non-Qualified Restoration Deferred Compensation Plan

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 will 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 of $0.5 million and $0.4 million as of January 31, 2026 and February 1, 2025, respectively, are presented in employee compensation and benefits in the accompanying consolidated balance sheets. The assets held by the trust of $0.5 million and $0.4 million as of January 31, 2026 and February 1, 2025, respectively, are classified within prepaid and other current assets in the accompanying consolidated balance sheets. Changes in deferred compensation plan assets and liabilities are charged to selling and administrative expense in the accompanying consolidated statement of earnings.

Deferred Compensation Plan for Non-Employee Directors

Non-employee directors are eligible to participate in a deferred compensation plan, whereby deferred compensation amounts are 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 fair value (as determined based on 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 re-invested in additional PSUs at the next fiscal quarter-end. The PSUs are payable in cash based on the number of PSUs credited to the participating director’s account, valued on the basis of the fair value at fiscal quarter-end on or following termination of the director’s service. The liabilities of the plan of $0.9 million and $1.2 million as of January 31, 2026 and February 1, 2025, respectively, are based on 46,554 and 50,820 outstanding PSUs, respectively, and are presented in other liabilities in the accompanying consolidated balance sheets. Gains and losses resulting from changes in the fair value of the PSUs are charged to selling and administrative expenses in the accompanying consolidated statements of earnings.

7. INCOME TAXES

The components of (loss) earnings before income taxes consisted of domestic loss before income taxes of $39.3 million in 2025 and earnings before income taxes of $84.8 million and $132.5 million in 2024 and 2023, respectively. The Company’s international earnings before income taxes were $27.1 million, $50.4 million and $48.8 million in 2025, 2024 and 2023, respectively.

The components of income tax (benefit) provision on earnings were as follows:

ASU 2023-09 was adopted on a prospective basis for the year ended January 31, 2026. A reconciliation of the U.S. federal statutory income tax rate to the effective tax rate is as follows:

A reconciliation of the U.S. federal statutory income tax rate to the effective tax rate for years prior to adoption of ASU 2023-09 were as follows:

Significant components of the Company’s deferred income tax assets and liabilities were as follows:

As of January 31, 2026, the Company had various state and international net operation loss (“NOL”) carryforwards with tax values totaling $10.7 million. The state NOLs totaling $2.8 million have carryforward periods ranging fromone to 20 years. The Company has NOLs in the United Kingdom, China and Hong Kong of $1.9 million, $5.2 million and $0.8 million, respectively. The China NOLs have a carryforward period offive years while the United Kingdom and Hong Kong NOLs have no expiration.

As of January 31, 2026, no deferred taxes have been provided on the accumulated unremitted earnings of the Company’s international 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 the 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. If the Company’s unremitted international earnings were not considered indefinitely reinvested as of January 31, 2026, an immaterial amount of additional deferred taxes would have been provided.

Income taxes paid, net of refunds received, for the year ended January 31, 2026 are as follows:

Cash income taxes paid, net of refunds received, were $15.8 and $19.8 for the years ended February 1, 2025 and February 3, 2024, respectively.

Uncertain Tax Positions

ASC 740,Income Taxes, establishes a single model to address accounting for uncertain tax positions. The standard clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. The standard also provides guidance on derecognition, measurement classification, interest and penalties, accounting in interim periods, disclosure and transition. As of January 31, 2026 and February 1, 2025, the Company hadno unrecognized tax benefits.

For federal purposes, the Company’s tax filings for fiscal years 2022 to 2024 remain open to examination but are not currently being examined. The Company also files tax returns in various international jurisdictions and numerous states for which various tax years are subject to examination and currently involved in audits.

8. BUSINESS SEGMENT INFORMATION

The Company’sreportable segments are Famous Footwear and Brand Portfolio. The Famous Footwear segment is comprised of Famous Footwear, famousfootwear.com and famousfootwear.ca. Famous Footwear operated 821 stores at the end of 2025, selling primarily branded footwear for the entire family.

The Brand Portfolio segment is comprised of wholesale operations selling the Company’s branded footwear, and the retail stores and e-commerce sites associated with those brands. This segment sources, manufactures and markets branded, licensed and private-label footwear primarily to online retailers, national chains, department stores, independent retailers, mass merchandisers and franchise partners, as well as Company-owned Famous Footwear, Allen Edmonds, Sam Edelman, Stuart Weitzman and Naturalizer and e-commerce businesses. The Brand Portfolio segment included 85 branded retail stores in North America and 103 branded retail stores in East and Southeast Asia at the end of 2025.

The accounting policies of the reportable segments are the same as those described in Note 1 to the consolidated financial statements. The Company’s Famous Footwear and Brand Portfolio reportable segments are operating units that are managed separately. These reportable segments reflect the level at which the chief operating decision maker (CODM), the Company’s President and Chief Executive Officer, evaluates financial performance and allocates resources. The CODM uses segment operating earnings (loss), which represents gross profit, less selling and administrative expenses and restructuring and other special charges, net, to allocate resources. Intersegment sales are generally recorded at a profit, and intersegment earnings related to inventory on hand at the purchasing segment are eliminated against the earnings.

Corporate assets, administrative expenses and other costs and recoveries that are not allocated to the operating units, as well as the elimination of intersegment sales and profit, are reported in the Eliminations and Other category.

Following is a summary of certain key financial measures for the respective periods:

Products purchased for the Famous Footwear segment from three key third-party suppliers (Nike, Skechers and adidas) represented approximately 24% of consolidated net sales for 2025, 2024, and 2023.

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

For geographic purposes, the domestic operations include the Company’s domestic retail operations, the wholesale distribution of licensed, branded and private-label footwear to a variety of retail customers, including the Famous Footwear and Brand Portfolio stores, as well as the Company’s e-commerce businesses.

The Company’s international operations consist of wholesale and retail operations primarily in East and Southeast Asia, Canada and Europe.

A summary of the Company’s net sales and long-lived assets, including lease right-of-use assets and property and equipment, by geographic area were as follows:

9. INVENTORIES

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

As of January 31, 2026 and February 1, 2025, the Company’s inventory balance included $0.4 million and $0.2 million, respectively, of finished goods product subject to consignment arrangements with wholesale customers.

10. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

Useful lives of property and equipment are as follows:

After allowing for an appropriate start-up period, property and equipment at stores and any lease right-of-use assets indicated as impaired are written down to fair value as calculated using a discounted cash flow method. The Company recorded charges for impairment of $1.7 million, $1.9 million and $0.7 million in 2025, 2024 and 2023, respectively, primarily for operating lease right-of-use assets, leasehold improvements and furniture and fixtures in the Company’s retail stores and capitalized software, which are presented in selling and administrative expenses. Fair value was based on estimated future cash flows to be generated by retail stores, discounted at a market rate of interest. Refer to Note 13 and Note 14 to the consolidated financial statements for further discussion of these impairment charges.

Sale of Corporate Headquarters

In December 2025, the Company completed the sale of the largest parcel of its corporate headquarters campus and entered into a short-term leaseback arrangement for the sold parcel, under which the Company will continue to occupy the property until its new headquarters space becomes available, which is expected in mid-2026. While the Company remains committed to vacating the remainingtwo parcels, these parcels are no longer presented separately from held and used property on the consolidated balance sheet. Accordingly, the remaining parcels with a carrying value of $5.1 million, were reclassified to property and equipment, net.

11. GOODWILL AND INTANGIBLE ASSETS

Goodwill and intangible assets were as follows:

As further described in Note 3 of the consolidated financial statements, the Company acquired Stuart Weitzman on August 4, 2025. The allocation of the purchase price resulted in trademark intangible assets of $12.8 million and incremental goodwill of $10.4 million. The trademark is being amortized on a straight-line basis over its useful life of 20 years.

The Company’s intangible assets as of January 31, 2026 and February 1, 2025 were as follows:

Amortization expense related to intangible assets was $11.4 million in 2025, $11.0 million in 2024 and $12.1 million in 2023. The Company estimates $11.7 million of amortization expense related to intangible assets in 2026, $11.5 million in 2027 and $11.3 million in 2028, 2029 and 2030.

Goodwill is tested for impairment at least annually, or more frequently if events or circumstances indicate it might be impaired, using either the qualitative assessment or a quantitative fair value-based test. During 2025 and 2024, the goodwill impairment testing was performed as of the first day of the fourth fiscal quarter, which resulted inno impairment charges.

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 did not record any impairment charges for intangible assets during 2025, 2024 or 2023.

12. FINANCING ARRANGEMENTS

Credit Agreement

The Company maintains a revolving credit facility for working capital needs. The Company is the lead borrower, and certain wholly-owned subsidiaries, including 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 27, 2025, the Company entered into a Seventh Amendment to Fourth Amended and Restated Credit Agreement (as so amended, the "Credit Agreement") which, among other modifications, increased the amount available under the revolving credit facility by $200.0 million to an aggregate amount of up to $700.0 million, subject to borrowing base restrictions, and may be increased by up to $250.0 million. The Credit Agreement matures on June 27, 2030.

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.

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 a 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 an amount as defined in the Credit Agreement 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 January 31, 2026.

The maximum amount of borrowings outstanding under the Credit Agreement at the end of any month was $387.5 million and $261.5 million in 2025 and 2024, respectively. As of January 31, 2026, the Company had $296.5 million of borrowings outstanding and $8.6 million in letters of credit outstanding under the Credit Agreement, with total additional borrowing availability of $207.7 million. Average daily borrowings were $297.5 million and $201.5 million in 2025 and 2024, respectively, and the weighted-average interest rates approximated 5.7% and 6.2% for the respective periods.

13. LEASES

The Company leases all of its retail locations, a manufacturing facility, and certain office locations, distribution centers and equipment. 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.

Lease right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. The majority of the Company’s leases do not provide an implicit rate and therefore, the Company uses an incremental borrowing rate based on the information available at the commencement date to determine the present value of future payments. For operating leases, lease expense for the minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease payments are expensed as incurred.

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 at stores and the lease right-of-use assets indicated as impaired are written down to fair value as calculated using a discounted cash flow method. The fair value of the lease right-of-use assets and property and equipment is 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. Refer to Note 14 to the consolidated financial statements for further discussion of impairment charges on the Company’s operating lease right-of-use assets and property and equipment in its retail stores.

The weighted-average lease term and discount rate as of January 31, 2026 and February 1, 2025 were as follows:

During 2025, the Company entered into new or amended leases that resulted in the recognition of right-of-use assets and lease obligations of $150.7 million on the consolidated balance sheets. As of January 31, 2026, the Company has entered into lease commitments forsix retail locations for which the leases have not yet commenced. The Company anticipates that the leases forfour of the new retail locations will begin in the next fiscal year andtwo will begin in fiscal year 2027. Upon commencement, right-of-use assets andlease liabilities of approximately $6.5 million and $2.0 million will be recorded on the consolidated balance sheets in 2026 and 2027, respectively. In addition, the Company has entered into a lease commitment for its corporate headquarters that will begin in fiscal 2026. Upon commencement, right-of-use assets and lease liabilities of approximately $52.0 million will be recorded.

The components of lease expense for 2025, 2024 and 2023 were as follows:

The aggregate future annual lease payments at January 31, 2026 were as follows:

Supplemental cash flow information related to leases is as follows:

14. FAIR VALUE MEASUREMENTS

Fair Value Hierarchy

The Company follows ASC Topic 820,Fair Value Measurement, which establishes a framework for measuring fair value and requires disclosures about fair value measurements. 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:

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

As discussed in Note 6 to the consolidated financial statements, the Company maintains 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 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

As discussed in Note 6 to the consolidated financial statements, in 2023, the Company adopted 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 fair value is based on unadjusted quote market prices for the funds in active markets with sufficient volume and frequency (Level 1).

Deferred Compensation Plan for Non-Employee Directors

As discussed in Note 6 to the consolidated financial statements, 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 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 re-invested 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 accompanying 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 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 (usuallyone 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 payable 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 16 to the consolidated financial statements.

The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at January 31, 2026 and February 1, 2025. During 2025, 2024 or 2023, the Company didnot have any transfers between into or out of Level 3.

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 expected 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 820,Fair Value Measurement. Long-lived assets held and used with a carrying amount of $562.4 million, $626.2 million and $579.1 million in 2025, 2024 and 2023, respectively, were assessed for indicators of impairment. This assessment resulted in the impairment charges presented in the table below, primarily for operating lease right-of-use assets, leasehold improvements, and furniture and fixtures in the Company’s retail stores, as well as capitalized software.

The Company performed its annual impairment review of intangible assets, which involves estimating the fair value using significant unobservable inputs (Level 3). The intangible asset impairment reviews performed in 2025, 2024 and 2023 resulted inno impairment charges.

During 2025 and 2024, the Company performed qualitative assessments of goodwill as of the first day of the fourth fiscal quarter and during 2023 Company performed a quantitative assessment of goodwill. The reviews indicatedno impairment. Refer to Note 1 and Note 11 to the consolidated financial statements for additional information related to the goodwill impairment tests.

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.

The fair values of the borrowings under revolving credit agreement of $296.5 million and $219.5 million as of January 31, 2026 and February 1, 2025, respectively, approximate the carrying values due to the short-term nature of the borrowings. (Level 1).

15. SHAREHOLDERS’ EQUITY

Company Stock

The Company’s common stock, which has a $0.01 par value per share, is listed for trading under the ticker symbol “CAL” on the New York Stock Exchange. Holders of the common shares are entitled toone vote per share. The Company is also authorized to issue preferred shares with a $1.00 par value per share.

The following table provides additional information regarding the Company’s common and preferred stock:

Stock Repurchase Programs

On March 10, 2022, the Board of Directors approved a stock repurchase program ("2022 Program") authorizing the repurchase of the Company’s outstanding common stock of up to 7.0 million shares. The Company can use the repurchase programs to repurchase shares on the open market or in private transactions from time to time, depending on market conditions. The repurchase programs do not have an expiration date. Repurchases of common stock are limited under the Company’s debt agreements. During 2025, 2024 and 2023, the Company repurchased 300,000,1,938,324 shares and 763,000 shares, respectively, under the 2022 Program. There are 3,666,055 additional shares authorized to be repurchased under the 2022 Program as of January 31, 2026.

Repurchases Related to Employee Share-based Awards

During 2025, 2024 and 2023, employees tendered 247,249,249,678 and 449,285 shares, respectively, related to certain share-based awards. These shares were tendered to satisfy tax withholding amounts for restricted stock, stock performance awards and non-qualified stock options. Accordingly, these share repurchases are not considered a part of the Company’s publicly announced stock repurchase programs.

Accumulated Other Comprehensive Loss

The following table sets forth the changes in accumulated other comprehensive loss, net of tax, by component for 2025, 2024 and 2023:

16. SHARE-BASED COMPENSATION

The Company has share-based incentive compensation plans under which certain officers, employees and members of the Board of Directors are participants and may be granted restricted stock, stock performance awards, restricted stock units and stock options.

ASC 718,Compensation – Stock Compensation, and ASC 505,Equity, require companies to recognize compensation expense in an amount equal to the fair value of all share-based payments granted to employees over the requisite service period for each award. In certain limited circumstances, the Company’s incentive compensation plan provides for accelerated vesting of the awards, such as in the event of a change in control, qualified retirement, death or disability. The Company has a policy of issuing treasury shares in satisfaction of share-based awards.

Share-based compensation expense of $12.4 million, $15.1 million and $14.8 million was recognized in 2025, 2024 and 2023, respectively, as a component of selling and administrative expenses. The following table details the share-based compensation expense by plan for 2025, 2024 and 2023:

The Company issued 518,248,80,069 and 537,267 shares of common stock in 2025, 2024 and 2023, respectively, for restricted stock grants, stock performance awards issued to employees and common and restricted stock issued to non-employee directors, net of forfeitures and shares withheld to satisfy the tax withholding requirement.

The Company recognized excess tax benefits of $1.0 million, $2.6 million and $3.1 million in 2025, 2024 and 2023, respectively, related to restricted stock vestings and dividends and performance share award vestings. The excess tax benefit or provision for the respective periods were recorded in income tax provision on the Company’s consolidated statements of earnings.

Restricted Stock

Under the Company’s incentive compensation plans, restricted stock of the Company may be granted at no cost to certain officers, key employees and directors. Plan participants are entitled to cash dividends and voting rights for their respective shares. The restricted stock awards limit the sale or transfer of these shares during the requisite service period. Expense for restricted stock grants is recognized on a straight-line basis separately for each vesting portion of the stock award based upon the fair value of the award on the date of grant. The fair value of the restricted stock grants is the quoted market price for the Company’s common stock on the date of grant.

The following table summarizes restricted stock activity for 2025, 2024 and 2023:

Of the 958,010 restricted shares granted during 2025,48,524 have a cliff-vesting term ofone year and 909,486 have a graded vesting term ofthree years, with 50% vesting aftertwo years and 50% after three years. Of the 346,686 restricted shares granted during 2024,13,692 shares have a cliff-vesting term ofone year and 332,994 shares have a graded-vesting term ofthree years, with 50% vesting aftertwo years and 50% after three years. Of the 603,121 restricted shares granted during 2023,23,268 shares have a cliff-vesting term ofone year,7,000 shares have a graded vesting term ofthree years,

with 50% vesting after eighteen months and 50% after three years,5,800 shares have a graded-vesting term oftwo years and 567,053 shares have a graded-vesting term ofthree years, with 50% vesting aftertwo years and 50% after three years.

The total grant date fair value of restricted stock awards vested during the years ended January 31, 2026, February 1, 2025 and February 3, 2024 was $13.8 million, $13.0 million and $7.0 million, respectively. The total fair value of restricted stock awards that vested during the years ended January 31, 2026, February 1, 2025 and February 3, 2024 was $9.3 million, $23.1 million and $12.2 million, respectively. As of January 31, 2026, the total remaining unrecognized compensation cost related to nonvested restricted stock grants was $11.4 million, which will be amortized over the weighted-average remaining requisite service period of approximately 1.2 years.

Performance Share Awards

Under the Company’s incentive compensation plans, common stock or cash may be awarded at the end of the performance period at no cost to certain officers and key employees if certain financial goals are met. Under the plan, employees are granted performance share awards at a target number of shares or units, which generally vest over athree-year service period. At the end of the vesting period, the employee will have earned an amount of shares 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. If the awards are granted in units, the employee will be given an amount of cash ranging from 0% to 200% of the equivalent market value of the targeted award. Expense for performance share awards is recognized based upon the fair value of the awards on the date of grant and the number of shares or cash that are probable to be awarded on a straight-line basis for each performance period of the share award.

During 2024, the Company granted performance share awards for a targeted 165,854 shares, with a weighted-average grant date fair value of $41.05 in connection with the 2024 performance award (2024 – 2026 performance period). During 2023, the Company granted performance share awards for a targeted 276,434 shares, with a weighted-average grant date fair value of $23.12 in connection with the 2023 performance award (2023 – 2025 performance period). The 2024 and 2023 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 number of shares or units that are probable to be awarded for each tranche in accordance with the vesting schedule of the units over thethree-year service period.

During 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 athree-year period, is dependent upon the attainment of certain financial goals of the Company for each of thethree years and individual achievement 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 January 31, 2026, is being accrued over thethree-year performance period.

The following table summarizes performance share award activity for 2025, 2024 and 2023:

The total fair value of performance share awards that vested during the years ended January 31, 2026, February 1, 2025 and February 3, 2024 waszero, zero and $13.8 million, respectively. As of January 31, 2026, the remaining unrecognized compensation cost related to nonvested performance share awards for the 2023 and 2024 performance awards was $0.6 million, which will be recognized over the remaining service period of 0.5 years.

During 2022, the Company granted long-term incentive awards payable in cash for the 2022-2024 performance period, with a target value of $8.3 million and a maximum value of $16.6 million. This award, which vested after athree-year period, was dependent upon the attainment of certain financial goals of the Company for each of thethree years and individual achievement of strategic initiatives over the cumulative period of the award. The estimated value of this award, which is reflected within other accrued expenses on the consolidated balance sheets, was being accrued over thethree-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 (usuallyone year), earn dividend equivalent units and are payable in cash or common stock 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. Dividend equivalents are paid on outstanding RSUs at the same rate as dividends on the Company’s common stock, are automatically re-invested in additional RSUs and vest immediately as of the payment date for the dividend. 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 immediately. 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 consolidated statements of earnings. Refer to Note 6 and Note 14 to the consolidated financial statements for information regarding the deferred compensation plan for non-employee directors.

The following table summarizes restricted stock unit activity for the year ended January 31, 2026:

The following table summarizes RSUs granted, vested and settled during 2025, 2024 and 2023:

The following table details the RSU compensation (income) expense and the related income tax provision (benefit) for 2025, 2024 and 2024:

The aggregate fair value of RSUs outstanding and currently vested at January 31, 2026 is $6.6 million and $5.7 million, respectively. The liabilities associated with the accrued RSUs totaled $0.8 million and $1.1 million as of January 31, 2026 and February 1, 2025, respectively.

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.

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 workplan 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 workplan, 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 workplan 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 January 31, 2026 were $35.3 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 January 31, 2026 is $8.8 million, of which $8.1 million is recorded within other liabilities and $0.7 million is recorded within other accrued expenses. Of the total $8.8 million reserve, $4.5 million is for off-site remediation and $4.3 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 $11.9 million as of January 31, 2026. The Company expects to spend approximately $0.1 million in thenext year, $0.1 million ineach of the following four years and $11.4 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.

The Company continues to evaluate its estimated costs in conjunction with its environmental consultants and records its best estimate of such 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.

18. SUBSEQUENT EVENTS

U.S. Tariff Update

On February 20, 2026, the U.S. Supreme Court issued a ruling that invalidated certain tariffs previously imposed under IEEPA. The ultimate availability, timing and amount of any potential refunds associated with these tariffs remains highly uncertain and are subject to further legal, regulatory and administrative processes. Following the Supreme Court’s decision, the Trump Administration announced intentions to invoke alternative statutory authorities to continue collecting tariffs and also introduced new tariffs on imports from all countries, in addition to existing non-IEEPA tariffs. Significant uncertainty persists regarding the duration and scope of both existing and newly announced tariffs, including potential

adjustments, suspensions or expansions, as well as possible retaliatory actions by foreign governments. The Company continues to actively monitor these developments and evaluate their potential impacts on its business, financial condition and results of operations.