CAL

CALERES INC

NYSE · CONSUMER DISCRETIONARY · FOOTWEAR, (NO RUBBER)

12.95

−0.40 −3.00%

USD · close Oct 23

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MKT CAP $435MP/E 1295.0DIV YIELD 2.16%FCF YIELD 6.13%REV TTM —NET INCOME $642K −99.2%NET CASH $37.7M52W 8.86 – 14.73SEC XBRL · TTM TO Invalid Date

How CAL rewrote its risk factors

10-K ITEM 1A · FY2025 → FY2026

Text kept

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+1,174

words, now 8,324

New in FY2026

These disclosures reflect our beliefs and opinions as to factors that could materially and adversely affect us and our securities in the future.
References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.
MACROECONOMIC AND INDUSTRY RISKS Changes in the United States and international trade policies, including tariffs, trade restrictions and retaliatory trade actions taken by other countries, may adversely impact our business, results of operations and financial condition.
In early 2025, the United States administration announced tariffs on products manufactured in several jurisdictions from which we import our products.
We continue to actively monitor the impact of tariffs that become effective, as well as potential retaliatory tariffs imposed by other countries.
Throughout the year, our net sales and gross margins were negatively impacted by tariffs.
The enactment of additional tariffs and the uncertainty surrounding the future tariff policies and rates pose a significant risk to our business operations and may materially increase our costs and reduce our margins.
Future trade disputes or phases of negotiations with China could lead to the imposition of tariffs that could adversely affect our supply chain and our business.
General trade tensions between the U.S. and China continue to be contentious.
Additionally, certain tariffs are subject to legal challenges.
The tariff uncertainty also creates challenges in our supply chain management, our pricing strategies and the management of customer orders.
While we have implemented strategies to mitigate tariff impacts by optimizing production in lower tariff countries and negotiating with suppliers, there can be no assurance that these efforts will be successful. On February 20, 2026, the U.S.
Supreme Court invalidated tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”).
Administration initiated new tariffs at different rates under alternative legislative powers, which increases the uncertainty around tariffs.
The current administration may continue to impose additional tariffs under U.S. trade laws.
Although certain tariffs were invalidated, the potential availability, timing, and amount of any refunds associated with the ruling remains highly uncertain.
Given the uncertainty regarding the scope and duration of the current and potential tariffs, as well as the potential for additional trade actions by the United States or other countries, the specific impact to our business, results of operations and financial conditions is not certain but could be material. Consumer demand for our products may be adversely impacted by economic conditions and other factors.
Consumer confidence and spending are strongly influenced by general economic conditions and other factors, including tariffs, trade restrictions, or taxes on imports from countries where we manufacture products, inflation, concerns of a recession, elevated interest rates, fiscal policy, the changing tax and regulatory environment, minimum wage rates and regulations, consumer debt levels, the availability of consumer credit, the liquidity of consumers’ assets, health care costs, currency exchange rates, taxation, energy costs, real estate values, foreclosure rates, unemployment trends, weather conditions and the economic consequences of military action or terrorist activities, such as the heightened geo-political tensions between China and Taiwan, along with angst surrounding escalated foreign policy actions taken by the United States in the Middle East and South American regions and the potential impact of sanctions on the domestic and global economy.
In addition, with a significant amount of our supply originating in China, any negative development related to relations between United States and China, including additional tariffs imposed on imports from China, may adversely impact the cost or demand for our products sourced from China.
Inflationary pressures in the United States and the global economy such as elevated interest rates, higher product and transportation costs, in part driven by higher and more volatile oil prices, and wage inflation, as well as fears of a recession, are creating a complex and challenging retail environment that may impact discretionary spending.
New footwear designs that we introduce may not resonate with consumers or our brands may fall out of favor with customers.
If we are unable to react appropriately to changes in consumer preferences, our revenues may decrease, brand image may suffer, and we may not be able to execute our growth plans.
Further, the value of our brands is based on evolving consumer perceptions, including as a result of shifting ethical, political or social standards, and concerns with respect to product pricing, quality, design, technical performance, components or materials, or customer service could result in negative perceptions and the loss of brand loyalty and value.
New and emerging technology may enable new approaches or choices for how our customers procure goods and services and pay for those goods and services.
We may be unable to quickly adapt to rapid change resulting from artificial intelligence and other machine learning technologies that may result in changes to our supply chain, distribution channels, and point-of-sale capabilities.
If we fail to respond to changes in consumer shopping patterns, demands and fashion trends, develop new products and designs, and implement effective, responsive merchandising and distribution strategies and programs, we could experience lower sales, excess inventories and lower gross margins, any of which could have an adverse effect on our results of operations and financial condition .
Certain branded suppliers are becoming more selective in their distribution channels.
Products purchased from three key third-party suppliers (Nike, Skechers and adidas) represented approximately 24% of consolidated net sales in 2025.
In addition, negative trends in global economic conditions, including the impact of the wars in Iran, Israel and Eastern Europe and heightened tensions between China and Taiwan, along with unpredictable tariff volatility, may adversely impact our suppliers.
We extend credit to our wholesale customers based on an evaluation of each customer’s financial condition, usually without collateral.
Various retailers, including some of our customers, have experienced financial difficulties, including bankruptcy, increasing the risk of extending credit to such retailers.
If any of our customers experience a shortage of liquidity, the risk that the customer’s outstanding payables to us not being paid could cause us to assume more credit risk relating to the customer’s accounts payable.
We operate in a highly competitive industry, and we face significant pricing pressures from existing and new competitors.
Further, the fast fashion, value fashion and off-price retailers have shifted customer expectations of pricing for well-known brands and have contributed to additional promotional and pricing pressures in recent years.
As a result, the success of our back-to-school offering, which is affected by our ability to anticipate consumer demand and fashion trends, could have a disproportionate impact on our full year results.
Because of this seasonality, factors negatively affecting us during the third fiscal quarter of any year, including adverse weather or economic conditions, could have a material adverse effect on our financial condition and results of operations for the entire year. ● In our wholesale business, sales of footwear are dependent on orders from our major customers, and they may change delivery schedules, change the mix of products they order or cancel orders without penalty. ● Our wholesale customers have increasingly shifted toward lower initial orders and more replenishment and drop ship orders, which may result in shifts of sales between quarters. ● Our estimated annual tax rate is based on projections of our domestic and international operating results for the year, which we review and revise as necessary each quarter. ● Our earnings are also sensitive to a number of factors that are beyond our control, including manufacturing and transportation costs, changes in product sales mix, geographic sales trends, weather conditions, consumer sentiment and currency exchange rate fluctuations.
Further, we may not be able to accurately predict our quarterly sales.
We operate on a global basis, with approximately 7% of our total net sales for the year ended January 31, 2026 generated from operations outside of the United States.
As we continue to expand our international operations, our sales and expenditures transacted in foreign currencies could become increasingly material and be subject to greater foreign currency fluctuations.
Perception of the overall retail industry and other macroeconomic conditions may impact our stock price and operations.

and 46 more.

Gone since FY2025

MACROECONOMIC AND INDUSTRY RISKS Changes in the United States and international trade policies, including tariffs and trade restrictions, may adversely impact our business, results of operations and financial condition.
The United States administration recently announced tariffs on products manufactured in several jurisdictions, including China, Canada and Mexico and may impose tariffs on products from other jurisdictions.
The imposition of new tariffs or increases to existing tariffs on products we import from countries where our suppliers operate could result in increased product costs, which may require us to raise prices and accordingly, may make our product less competitive in the market.
While we continue to shift production outside of China and other countries impacted by tariffs and continue to negotiate with our suppliers to mitigate the impact of the tariffs, we may not be successful in changing our sourcing strategy to minimize the impact of the tariffs on our financial results and operations.
The extent and duration of these tariffs, and any retaliatory tariffs adopted in response to these tariffs, are uncertain and may limit our ability to meet incremental consumer demand, potentially impacting our net sales or financial results.
Consumer demand for our products may be adversely impacted by economic conditions and other factors.
Consumer confidence and spending are strongly influenced by general economic conditions and other factors, including trade restrictions, tariffs, or taxes on imports from countries where we manufacture products, inflation, concerns of a recession, elevated interest rates, fiscal policy, the changing tax and regulatory environment, minimum wage rates and regulations, consumer debt levels, the availability of consumer credit, the liquidity of consumers’ assets, health care costs, currency exchange rates, taxation, energy costs, real estate values, foreclosure rates, unemployment trends, weather conditions and the economic consequences of military action or terrorist activities, such as the heightened geo-political tensions between China and Taiwan and the potential impact of sanctions on the domestic and global economy.
In addition, with a significant amount of our supply originating in China, any negative development related to relations between United States and China, including tariffs imposed on imports from China, may adversely impact the cost or demand for our products sourced from China.
Inflationary pressures in the United States and the global economy such as elevated interest rates, higher product and transportation costs and wage inflation, as well as fears of a recession, are creating a complex and challenging retail environment that may impact discretionary spending.
If we fail to respond to changes in consumer shopping patterns, demands and fashion trends, develop new products and designs, and implement effective, responsive merchandising and distribution strategies and programs, we could experience lower sales, excess inventories and lower gross margins, any of which could have an adverse effect on our results of operations and financial condition. Certain branded suppliers are becoming more selective in their distribution channels.
Products purchased from three key third-party suppliers (Nike, Skechers and adidas) represented approximately 24% of consolidated net sales in 2024.
In addition, negative trends in global economic conditions, including the impact of the wars in Israel and Eastern Europe and heightened tensions between China and Taiwan, or global pandemics, may adversely impact our suppliers.
We operate in a highly competitive industry.
As a result, the success of our back-to-school offering, which is affected by our ability to anticipate consumer demand and fashion trends, could have a disproportionate impact on our full year results. ● In our wholesale business, sales of footwear are dependent on orders from our major customers, and they may change delivery schedules, change the mix of products they order or cancel orders without penalty. ● Our wholesale customers have increasingly shifted toward lower initial orders and more replenishment and drop ship orders, which may result in shifts of sales between quarters. ● Our estimated annual tax rate is based on projections of our domestic and international operating results for the year, which we review and revise as necessary each quarter. ● Our earnings are also sensitive to a number of factors that are beyond our control, including manufacturing and transportation costs, changes in product sales mix, geographic sales trends, weather conditions, consumer sentiment and currency exchange rate fluctuations.
Foreign Corrupt Practices Act) and geo-political events, such as the current wars in Israel and Ukraine and continued tensions between China and Taiwan.
In addition, the imposition of tariffs or other costs on imported products may result in an increase in product prices, which may in turn adversely impact our gross margins if we are unable to mitigate the impact of the costs.
Approximately 50% of the footwear we sourced in 2024 was from China.
We also sell footwear in East Asia through our joint venture, and plan to increase international sales efforts as part of our growth strategy.
Our joint venture partners may have objectives that are different than our own.
In addition, we may be subject to increased legal risk associated with the joint venture if it fails to adhere to consistent levels of compliance standards as our fully-owned operations.
During 2024, we implemented a new enterprise resource planning (“ERP”) system, which required significant financial and human capital resources.
During the second quarter of 2024, we experienced operational challenges, primarily while our e-commerce and drop-ship platforms were either offline or ramping up after the launch.
As we progressed through the quarter, the development of several key operational reports was delayed, resulting a lack of visibility to certain data and tools we rely on to manage the wholesale business.
As a result, our wholesale net sales in the second quarter of 2024 were unfavorably impacted.
While we believe we have taken the necessary steps to address the issues that temporarily impacted our visibility, we cannot be certain that additional disruptions will not occur.
Any deficiencies or additional disruptions related to the new ERP system may materially and adversely impact our business operations, including our ability to process orders, manage our inventory, ship products to our customers, maintain our financial records, maintain effective internal control over financial reporting, or perform other business functions.
Additionally, a large portion of our Corporate employees are working remotely, which may result in heightened cybersecurity risk.
As part of our business strategy, we periodically pursue acquisitions of other companies or businesses, such as our recently announced acquisition of Stuart Weitzman, as well as divestitures of our businesses.
We anticipate funding the acquisition of Stuart Weitzman through our revolving credit agreement and we face the risk that the return on the acquisition will not support the expenditures or indebtedness to acquire the business.
Using sales forecasts, we place orders with manufacturers for some of our products prior to the time we receive all of our customers’ orders to minimize purchasing costs, the time necessary to fill customer orders and the risk of non-delivery.
Also, we have recently experienced changes in key senior management personnel, including our chief executive officer and chief financial officer.
Our retail business depends on our ability to secure affordable and desirable leased locations without creating a competitive concentration of stores.
In addition, opening new stores in our existing markets may result in reduced net sales in existing stores as our stores become more concentrated in the markets we serve.
Due to the changing retail landscape, we may want to reduce the number of retail store locations but may be unable to successfully exit lease agreements.
Failure to successfully execute our planned campus sale and relocation could result in unexpected expenditures and operational disruptions.
We have entered into an agreement to sell a portion of our headquarters campus in Clayton, Missouri, which is subject to certain closing conditions.
We have also entered into two letters of intent to sell the remaining portions of the headquarters campus.
Should the sale of any of these parcels not be completed, we may have to carry the campus property longer than intended and incur unexpected costs, or if comparable sales prices cannot be secured, we may have to recognize a loss on disposal, adversely impacting our financial results. In addition, the build-out of our new leased headquarters could be delayed or cost more than expected, which could cause disruption to our business operations or negatively impact our financial results. Damage to our reputation or brands may negatively impact our business .
Our success depends, in part, on our ability to keep existing consumers, while also attracting new consumers, and a damaged reputation will hinder that ability. In addition, the increased use of social media by us and by our consumer has also increased the risk to our reputation.
Approximately 75% of our 2024 sales within the Famous Footwear segment were generated by our Rewards members.

and 6 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2025 ↗, FY2026 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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