Caleres Inc 2024年度报告

2024 Annual Report (Mark One) ☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR Commission file number 1-2191 CALERES, INC.(Exact name of registrant as specified in its charter) New York43-0197190(State or other jurisdiction of incorporation or organization)(IRS Employer Identification Number)8300 Maryland Avenue63105St. Louis, Missouri(Zip Code)(Address of principal executive offices) (314) 854-4000(Registrant’s telephone number, including area code)Securities Registered Pursuant to Section 12(b) of the Act: Securities Registered Pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☑No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☑ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oremerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growthcompany" in Rule 12b-2 of the Exchange Act: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared orissued its audit report.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☑ The aggregate market value of the stock held by non-affiliates of the registrant as of August 3, 2024, the last business day of the registrant’s most recentlycompleted second fiscal quarter, was approximately $1,174.4 million. As of March 1, 2025, 33,612,063 common shares were outstanding. Documents Incorporated by ReferencePortions of the Proxy Statement for the 2025 Annual Meeting of Shareholders are incorporated by reference into Part III. INTRODUCTIONThis Annual Report on Form 10-K is a document that U.S. public companies file with the Securities and Exchange Commission ("SEC") on an annual basis. Part II of the Form 10-K contains the business information and financialstatements that many companies include in the financial sections of their annual reports. The other sections of thisForm 10-K include further information about our business that we believe will be of interest to investors. We hopeinvestors will find it useful to have all of this information in a single document. The SEC allows us to report information in the Form 10-K by “incorporating by reference” from another part of theForm 10-K or from the proxy statement. You will see that information is “incorporated by reference” in various parts ofour Form 10-K. The proxy statement will be available on our website after it is filed with the SEC in April 2025. Unless the context otherwise requires, “we,” “us,” “our,” “the Company” or “Caleres” refers to Caleres, Inc. and itssubsidiaries. Information in this Form 10-K is current as of April 1, 2025, unless otherwise specified. CAUTION REGARDING FORWARD-LOOKING STATEMENTSIn this report, and from time to time throughout the year, we share our expectations for the Company’s future performance. These forward-looking statements include statements about our business plans; the potential development, regulatoryapproval and public acceptance of ou