CALERES INC — Form 10-Q

Caleres, Inc. (market value ~$419M) adopted an Incentive and Stock Compensation Plan of 2026 authorizing restricted stock awards and restricted stock unit awards for employees and directors, with vesting tied to service or change-of-control events. Separately, on August 25, 2026, the company entered into a severance agreement with Daniel L. Karpel (Senior Vice President, Chief Financial Officer) providing for 150% of base salary plus target bonus (or 200% post-change-of-control), 12–18 months health insurance continuation, and full acceleration of equity upon termination without cause or with good reason. The plan itself contains no specified share authorization limits or aggregate dollar amounts in the disclosed exhibits.