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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 4, 2025

CALERES, INC.

(Exact name of registrant as specified in its charter)

New York	1-2191	43-0197190
(State or other jurisdiction of
incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)


8300 Maryland Avenue St. Louis, Missouri		63105
(Address of principal executive offices)		(Zip Code)

(314) 854-4000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock - par value of $0.01 per share	CAL	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01.Completion of Acquisition or Disposition of Assets.

On August 4, 2025, Caleres, Inc. (the “Company”) completed the previously announced acquisition of the Stuart Weitzman brand (the “Acquisition”) from Tapestry, Inc., a Maryland corporation (the “Seller”). The Acquisition was made pursuant to the terms and conditions of that certain Sale and Purchase Agreement, dated as of February 16, 2025 (the “Purchase Agreement”), by and between the Company and Seller, as amended. The purchase price for the acquisition was $120.2 million, which included $11.5 million in cash received at the closing. Excluding cash received at the closing, the net purchase price was $108.7 million. The purchase price is subject to final adjustments for net working capital.

The foregoing description of the Acquisition, the Purchase Agreement and the transactions contemplated thereby, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Purchase Agreement, which is filed as Exhibit 2.1, and Amendment No. 1 to the Purchase Agreement, which is filed as Exhibit 2.2, to this Current Report on Form 8-K and are incorporated herein by reference into this Item 2.01.

Item 7.01.Regulation FD Disclosure.

On August 4, 2025, the Company issued a press release (the “Press Release”) announcing the completion of the Acquisition. A copy of the Press Release is being filed as Exhibit 99.1 hereto, and the statements contained therein are incorporated by reference herein.

The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.


Exhibit No.	Description

2.1†		Sale and Purchase Agreement, dated February 16, 2025, by and between Caleres, Inc. and Tapestry, Inc. (incorporated by reference to Exhibit 2.1 of the Form 8-K filed with the SEC on February 19, 2025)
2.2†		Amendment No. 1 to Sale and Purchase Agreement, dated as of August 4, 2025, by and between Caleres, Inc. and Tapestry, Inc.

99.1		Press Release Issued August 4, 2025 announcing the completion of the Stuart Weitzman brand acquisition
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

† The Company has omitted the schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CALERES, INC.
		(Registrant)


Date: August 5, 2025		/s/ Thomas C. Burke
		Thomas C. Burke
		Senior Vice President, General Counsel and Secretary

EX-2 2 cal-20250804xex2.htm EX-2.2

Exhibit 2.2

Execution Version

AMENDMENT NO. 1 TO

SALE AND PURCHASE AGREEMENT

This AMENDMENT NO. 1 TO SALE AND PURCHASE AGREEMENT (this “Amendment”), dated as of August 4, 2025, is entered into by and between Tapestry, Inc., a Maryland corporation (“Seller”), and Caleres, Inc., a New York corporation (“Purchaser”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement (as defined below).

RECITALS

WHEREAS, Seller and Purchaser are parties to that certain Sale and Purchase Agreement, dated as of February 16, 2025 (the “Original Purchase Agreement”, and as such may be amended from time to time, including pursuant to this Amendment, the “Purchase Agreement”), pursuant to which Seller has agreed to sell to Purchaser, and Purchaser has agreed to purchase from Seller, the Business on the terms and subject to the conditions set forth therein; and

WHEREAS, pursuant to Section 12.09 of the Original Purchase Agreement, Purchaser and Seller have agreed to amend the Original Purchase Agreement pursuant to this Amendment on the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the respective agreements set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1.Dedicated Leases. The leases listed on Exhibit A to this Amendment are hereby added to Schedule A-2 to the Original Purchase Agreement.

2.Asset Sellers. The following entities are hereby deleted from Section 1.01(a) of the Disclosure Schedule to the Purchase Agreement.

SW-Italy LLC

Coach Stores Germany GmbH

Coach Stores Limited

Coach Consulting Dongguan Co. Ltd.

Coach Korea Limited

Coach Stores Australia Pty Ltd.

Coach Netherlands BV

Coach Operations Singapore Pte. Ltd.

3.Unpaid Withholding Taxes. The Original Purchase Agreement is hereby amended by adding a new Section 8.08 to the Original Purchase Agreement as set forth below:

“Section 8.08Unpaid Withholding Taxes. With respect to any cash distribution or dividend made by any Transferred Entity to Seller or any of its Affiliates prior to Closing, such Transferred Entity has withheld or will properly withhold all Taxes required to be withheld with respect thereto. With respect to any such withheld Taxes, for which the due date for remitting such withholding Taxes to the applicable Governmental Authority has not yet occurred as of Closing (an “Unpaid Withholding Tax”), Purchaser shall, after the Closing, (a) cause such Transferred Entity to timely and properly remit such withholding Taxes to the applicable Governmental Authority in accordance with applicable Law and file any and all Tax Returns required to be filed in connection therewith and (b) provide Seller evidence thereof promptly after making such remittance and filings. With respect to any such withheld Taxes, for which the due date for remitting such withholding Taxes to the applicable Governmental Authority is prior to the Closing, Seller shall, or shall cause such Transferred Entity to timely and properly remit such withholding Taxes to the applicable Governmental Authority in accordance with applicable Law and file any and all Tax Returns required to be filed in connection therewith. Notwithstanding anything in this Agreement to the contrary, (i) any Unpaid Withholding Tax shall be included as a current liability of the Business for purposes of calculating Net Working Capital and (ii) for the avoidance of doubt, the obligations of Seller and its Affiliates to cause the Transferred Entities to withhold Taxes and remit payment to the applicable Government Entity under this Section 8.08 shall terminate as of the Closing. For the avoidance of doubt, the foregoing shall not otherwise alter the treatment of any withholding Taxes under the terms of this Agreement.”

4.Certain Business Employees. The parties acknowledge and agree that Seller or one of its Affiliates will make the services of certain Business Employees available to Purchaser or one of its Affiliates pursuant to (i) FINOPS.02 of the CN/HK section of Exhibit A of the Transition Services Agreement dated as of August 4, 2025 by and between Coach Shanghai Limited (蔻驰贸易（上海）有限公司) and Coach Management (Shanghai) Co., Ltd. (蔻驰企业管理（上海）有限公司), on the one hand, and Shanghai Caleres Footwear Co., Ltd., on the other hand (ii) HR.03 and HR.05 of the NA/EU section of Exhibit A of the Transition Services Agreement, and (iii) that certain Agreement for the Loan of Personnel Non-for-Profit (Art. L.8241-2 French Labor Code) (each such employee made available to Recipient under the Employee TSA Arrangements, a “TSA Employee”), in each case in accordance with the terms and conditions of Section 1.12 of the Transition Services Agreement. Seller hereby waives the obligation set forth in Section 7.02 of the Purchase Agreement requiring that Purchaser make offers of employment to such TSA Employees at least 10 Business Days prior to the Closing Date.

5.Miscellaneous Provisions. Sections 12.02, 12.04, 12.05, 12.06, 12,08, 12.09, 12.10, 12.11, 12.12, 12.13, 12.15 and 12.16 of the Original Purchase Agreement are hereby incorporated by reference, mutatis mutandis.

6.Full Force and Effect. Each of the parties hereto confirms that this Amendment is intended to be a part of, and shall serve as a valid, written amendment to, the Original Purchase Agreement. Except as otherwise set forth in this Amendment, this Amendment shall not by

implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Original Purchase Agreement, which are hereby ratified and affirmed in all respects and shall continue in full force and effect, and this Amendment shall not operate as an extension or waiver by the parties to the Original Purchase Agreement of any other condition, covenant, obligation, right, power or privilege under the Original Purchase Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, this Amendment has been signed by or on behalf of each of the parties as of the date first above written.

/s/ Jack P. Calandra
	PURCHASER:

	Caleres, Inc.


	By:	/s/ Jack P. Calandra____________
		Name: Jack P. Calandra
		Title: Senior Vice President, Chief Financial Officer

[Signature to Amendment No. 1 to Purchase Agreement]

/s
	SELLER:

	Tapestry, Inc.


	By:	_/s/ David Edward Howard_________
		Name: David Edward Howard
		Title: General Counsel and Secretary

EX-99 3 cal-20250804xex99.htm EX-99.1

Exhibit 99.1

Caleres Completes Acquisition of Stuart Weitzman,

Accelerating Brand Portfolio Growth

ST. LOUIS, August 4, 2025 - Caleres, (NYSE: CAL)(caleres.com), a market-leading portfolio of consumer-driven footwear brands, announced today it has closed on the acquisition of Stuart Weitzman from Tapestry, Inc. for $120.2 million, which included $11.5 million in cash received at the closing. Excluding cash received at the closing, the net purchase price was $108.7 million. The purchase price is subject to final adjustments for net working capital. The agreement to acquire Stuart Weitzman was originally announced in February 2025.

This strategic acquisition further strengthens Caleres’ position in the global footwear market and adds a storied name in luxury footwear to its diverse brand portfolio. With its legacy of craftsmanship, innovation and iconic style, Stuart Weitzman furthers Caleres’ ambition to lead with brands that have unique meaning and resonance with consumers.

Jonathan Lelonek, who joined Stuart Weitzman in 2012 and most recently served as SVP of global wholesale, has been named Stuart Weitzman brand president. Lelonek brings deep industry experience and a strong track record in luxury and contemporary footwear, having previously held senior roles in sales and merchandising at Prada, Salvatore Ferragamo and Paul Frank.

“Stuart Weitzman is one of the most iconic names in luxury footwear, and the brand’s original designs have embodied elegance and modernity for decades. We are honored to welcome Stuart Weitzman to Caleres as our newest lead brand and to congratulate Jonathan on his appointment as brand president,” said Jay Schmidt, president and CEO of Caleres. “With the addition of Stuart Weitzman, our Brand Portfolio segment will represent nearly half of our total revenue going forward. As we integrate this iconic brand, we remain committed to preserving the artistry, quality and renowned fit at the brand’s core.”

Stuart Weitzman generated trailing 12-month sales of approximately $220 million and maintains a strong presence in North America, Europe and Asia across both wholesale and direct-to-consumer channels. Caleres expects to leverage its capabilities and expertise in footwear to return the brand to profitability after a period of transition and integration through the balance of this fiscal year.

The acquisition of Stuart Weitzman was funded through Caleres’ revolving credit agreement. BofA Securities served as Caleres’ financial advisor on the acquisition and Bryan Cave Leighton Paisner acted as legal counsel.

###

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This press release contains certain forward-looking statements and expectations regarding the company’s future performance and the performance of its brands. Such statements are subject to various risks and uncertainties that could cause actual results to differ materially. These risks include (i) changes in United States and international trade policies, including tariffs and trade restrictions; (ii) changing consumer demands, which may be influenced by general economic conditions and other factors; (iii) inflationary pressures and supply chain disruptions; (iv) rapidly changing consumer preferences and purchasing patterns and fashion trends; (v) supplier concentration, customer concentration and increased consolidation in the retail industry; (vi) intense competition within the footwear industry; (vii) foreign currency fluctuations; (viii) political and economic conditions or other threats to the continued and uninterrupted flow of inventory from China and other countries, where the company relies heavily on third-party manufacturing facilities for a significant amount of its inventory; (ix) cybersecurity threats or other major disruption to the company’s information technology systems including those related to our ERP upgrade; (x) transitional challenges with acquisitions and divestitures; (xi) the ability to accurately forecast sales and manage inventory levels; (xii) a disruption in the company’s distribution centers; (xiii) the ability to recruit and retain senior management and other key associates; (xiv) the ability to secure/exit leases on favorable terms; (xv) the ability to maintain relationships with current suppliers; (xvi) changes to tax laws, policies and treaties; (xvii) our commitments and shareholder expectations related to responsible business initiatives; (xviii) compliance with applicable laws and standards with respect to labor, trade and product safety issues; and (xix) the ability to attract, retain, and maintain good relationships with licensors and protect our intellectual property rights.

About Caleres

Caleres is a market-leading portfolio of global footwear brands that includes Famous Footwear, Sam Edelman, Stuart Weitzman, Allen Edmonds, Naturalizer, Vionic and more. Our products are available virtually everywhere - in the nearly 1,000 retail stores we operate, in hundreds of major department and specialty stores, on our branded e-commerce sites, and on many additional third-party retail platforms. Combined, these brands make Caleres a company with both a legacy and a mission. Our legacy is nearly 150 years of craftsmanship and our passion for fit, while our mission is to continue to inspire people to feel great… feet first. Visit caleres.com to learn more about us.

About Stuart Weitzman

Since 1986, New York City-based global luxury footwear brand Stuart Weitzman has combined its signature artisanal craftsmanship and precise engineering to empower women to stand strong. Having perfected the art of shoemaking for over 35 years, the brand continues to expand its assortment to feature handbags and men’s footwear, all the while staying true to its ethos of inspiring strength and confidence with every step.

Investor Contact
Liz Dunn
ldunn@caleres.com

Media Contact
Kelly Malone
kmalone@caleres.com