Caleres Inc 2025年度报告

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 Section12(b)of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☑No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act. Yes☐No☑ Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90days. Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrantwas 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 reportingcompany, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and "emerging growth company" in Rule12b-2 of the Exchange Act: Large accelerated filer☐Accelerated filer☑Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(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 ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☑ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes☐No☑ The aggregate market value of the stock held by non-affiliates of the registrant as of August2, 2025, the last business day of theregistrant’s most recently completed second fiscal quarter, was approximately $419.2 million. Documents Incorporated by Reference Portions of the Proxy Statement for the 2026 Annual Meeting of Shareholders are incorporated by reference into PartIII. INTRODUCTIONThis Annual Report on Form10-K is a document that U.S. public companies file with the Securities and Exchange Commission ("SEC") on an annual basis. PartII of the Form10-K contains the businessinformation and financial statements that many companies include in the financial sections of their annualreports. The other sections of this Form10-K include further information about our business that webelieve will be of interest to investors. We hope investors will find it useful to have all of this informationin a single document. The SEC allows us to report information in the Form10-K by “incorporating by reference” from anotherpart of the Form10-K or from the proxy statement. You will see that information is “incorporated byreference” in various parts of our Form10-K. The proxy statement will be available on our website after itis filed with the SEC in April2026. Unlessthe context otherwise requires,“we,”“us,”“our,”“the Company”or“Caleres”refers toCaleres,Inc. and its subsidiaries. Information in this Form10-K is current as of April 2, 2026, unless otherwise specified. CAUTION REGARDING FORWARD-LOOKING STATEMENTSIn this report, and from time to time throughout theyear, we share our expectations for the Company’s future performance. These forward-looking statements include statements about our business plans; thepotential development, regulatory approval and public acceptance of our products; our expected financialperformance,including sales performance and the anticipated effect of our strategic actions;theanticipatedbenefits of acquisitions;the outcome of contingencies,such as litigat