Shoe Carnival (NASDAQ: SCVL) adopts Shoe Station name, ticker SHOE

Rhea-AI Filing Summary

Shoe Carnival, Inc. is changing its corporate name to Shoe Station Group, Inc. after shareholders approved an amendment to its articles of incorporation. The name change becomes effective on June 12, 2026, when the company’s Nasdaq ticker will switch from SCVL to SHOE, with the CUSIP number remaining the same.

At the 2026 annual meeting, shareholders elected two directors, approved executive compensation on an advisory basis, ratified Deloitte & Touche LLP as auditor for fiscal 2026, and strongly supported the name change. The board also declared a $0.17 per share quarterly cash dividend, payable on July 20, 2026 to shareholders of record on July 6, 2026, marking the company’s 57th consecutive quarterly dividend.

The company describes the new name and ticker as aligning with its multi-banner strategy, with Shoe Station as its primary long-term growth vehicle while continuing to operate Shoe Carnival in markets where it is dominant. As of June 11, 2026, the company operated 426 stores across 35 states and Puerto Rico under the Shoe Carnival and Shoe Station banners.

8-K Event Classification

5 items: 5.03, 5.07, 7.01, 8.01, 9.01

5 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Quarterly dividend: $0.17 per share Name change approval votes: 24,988,428 for; 161,725 against; 130,791 abstain Say-on-pay vote: 22,116,632 for; 854,835 against; 191,257 abstain +4 more

7 metrics

Quarterly dividend $0.17 per share Payable July 20, 2026 to shareholders of record July 6, 2026

Name change approval votes 24,988,428 for; 161,725 against; 130,791 abstain Amendment to change name to Shoe Station Group, Inc.

Say-on-pay vote 22,116,632 for; 854,835 against; 191,257 abstain Advisory vote on executive compensation at 2026 annual meeting

Auditor ratification votes 25,071,774 for; 152,109 against; 57,061 abstain Ratification of Deloitte & Touche LLP for fiscal 2026

Store count 426 stores Operated in 35 states and Puerto Rico as of June 11, 2026

Consecutive dividends 57 57th consecutive quarterly dividend declared

Effective date name/ticker change June 12, 2026 Name to Shoe Station Group, Inc. and ticker to SHOE

Key Terms

omnichannel, Regulation FD Disclosure, advisory (non-binding) vote, independent registered public accounting firm, +2 more

6 terms

omnichannel financial

"a leading omnichannel retailer of footwear and accessories for the family"

A coordinated approach to selling and serving customers across all touchpoints—stores, websites, mobile apps, social media, and call centers—so the experience feels like one continuous conversation no matter where a customer interacts. For investors, omnichannel capability signals how well a company can attract and keep customers, turn interactions into sales, and use shared customer data to cut costs and boost revenue—making it a key driver of growth and competitive strength.

Regulation FD Disclosure regulatory

"Item 7.01 Regulation FD Disclosure. The following information shall not be deemed "filed""

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

advisory (non-binding) vote regulatory

"shareholders approved the advisory (non-binding) vote on the compensation paid"

independent registered public accounting firm financial

"the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Private Securities Litigation Reform Act of 1995 regulatory

"forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995"

forward-looking statements regulatory

"This press release contains forward-looking statements, within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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Understanding 8-K Material Events →

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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): June 10, 2026

SHOE CARNIVAL, INC.

(Exact name of Registrant as Specified in Its Charter)

Indiana	0-21360	35-1736614
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1800 Innovation Point, 5th Floor Fort Mill, SC		29715
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (803) 650-4600

(Former Name or Former Address, if Changed Since Last Report)

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 Instructions 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 $0.01 per share		SCVL		The Nasdaq Stock Market LLC

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 10, 2026, the shareholders of Shoe Carnival, Inc. (the “Company”) approved a proposal to amend the Company’s Amended and Restated Articles of Incorporation (the “Articles”) to change the name of the Company to Shoe Station Group, Inc., as disclosed in the Company’s definitive proxy statement for the 2026 Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission on April 29, 2026. As filed with the Indiana Secretary of State on June 10, 2026, the amended Articles will be effective on June 12, 2026. The foregoing description is qualified by reference to the full text of the amended Articles, a copy of which is filed herewith as Exhibit 3-A and incorporated herein by reference.

The Board of Directors of the Company approved the amendment of the Company’s By-laws (as amended, the “By-laws”) solely to reflect the change of the Company’s name to Shoe Station Group, Inc., which amendment will become effective immediately after the Company's name changes to Shoe Station Group, Inc. on June 12, 2026. The foregoing description is qualified by reference to the full text of the By-laws, a copy of which is filed herewith as Exhibit 3-B and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its 2026 Annual Meeting of Shareholders on June 10, 2026. The following is a summary of the matters voted on at the meeting, as described in detail in the Company's definitive proxy statement filed on April 29, 2026, and the voting results for each matter.

•The nominees for director were elected to serve three-year terms expiring at the 2029 annual meeting of shareholders and until their successors are elected and have qualified, as follows:

Nominee		For		Against		Abstain		Broker Non-Votes
Diane E. Randolph		20,690,085		2,467,029		5,610		2,118,220
J. Wayne Weaver		22,858,639		295,944		8,141		2,118,220

•By the following vote, the shareholders approved the advisory (non-binding) vote on the compensation paid to the Company's named executive officers:

For		Against		Abstain		Broker Non-Votes
22,116,632		854,835		191,257		2,118,220

•The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2026 was ratified by the following shareholder vote:

For		Against		Abstain		Broker Non-Votes
25,071,774		152,109		57,061		0

•By the following vote, the shareholders approved the amendment to the Company’s articles of incorporation to change the Company’s name to Shoe Station Group, Inc.:

For		Against		Abstain		Broker Non-Votes
24,988,428		161,725		130,791		0

2

Item 7.01 Regulation FD Disclosure.

The following information shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

On June 11, 2026, the Company issued a press release to publicly announce its name will change to Shoe Station Group, Inc. effective June 12, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report and incorporated into this Item 7.01 by reference.

Item 8.01 Other Events.

In connection with the name change discussed above, at the market open on June 12, 2026, the Company’s common stock is expected to commence trading on The Nasdaq Stock Market LLC under the new trading symbol “SHOE” and will cease trading under the trading symbol “SCVL.” There will be no change in the CUSIP number for the Company’s common stock.

The rights of shareholders holding certificated shares under currently outstanding stock certificates and the number of shares represented by those certificates will remain unchanged. The name change will not affect the validity or transferability of any currently outstanding stock certificates nor will shareholders be required to exchange outstanding stock certificates for new stock certificates as a result of the name change. After the name change, all newly issued and transferred shares will be held in direct registration accounts and, together with uncertificated shares currently held in direct registration accounts, will bear the name “Shoe Station Group, Inc.”

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.	Exhibits
3-A	Amended and Restated Articles of Incorporation of Shoe Station Group, Inc., as amended and restated effective June 12, 2026
3-B	By-laws of Shoe Station Group, Inc., as amended effective June 12, 2026
99.1	Press Release of the Company dated June 11, 2026
104	Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)

3

SIGNATURES

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.

	SHOE CARNIVAL, INC.
		(Registrant)
Date: June 11, 2026	By:	/s/ W. Kerry Jackson
		W. Kerry Jackson
		Executive Vice President
		Chief Financial Officer

4

EXHIBIT 99.1

SHOE CARNIVAL, INC. ANNOUNCES NAME CHANGE TO SHOE STATION GROUP AND TICKER SYMBOL CHANGE TO “SHOE”

DECLARES QUARTERLY CASH DIVIDEND

June 11, 2026

FOR IMMEDIATE RELEASE

FORT MILL, SC – Shoe Carnival, Inc., (Nasdaq: SCVL) (the “Company”), a leading omnichannel retailer of footwear and accessories for the family, today announced that it received shareholder approval to change its name to Shoe Station Group, Inc. The name change will be effective June 12, 2026. In connection with the name change, the Company's common stock is expected to begin trading on The Nasdaq Stock Market LLC under the symbol "SHOE" on Friday, June 12, 2026. Shares will continue trading under the symbol "SCVL" through the close of market on Thursday, June 11, 2026.

“We are pleased our shareholders overwhelmingly approved changing our corporate name to Shoe Station Group, Inc. The new name and new ticker are reflective of our multi-banner strategy with Shoe Station as our primary long-term growth vehicle and Shoe Carnival continuing in markets where it is dominant. We will also seek to expand our business through strategic acquisitions of other footwear retailers,” said Cliff Sifford, Interim President and Chief Executive Officer.

Additionally, the Company’s Board of Directors approved the payment of a quarterly cash dividend of $0.17 per share to be paid on July 20, 2026, to shareholders of record as of the close of business on July 6, 2026. This marks the Company’s 57th consecutive quarterly dividend.

Future declarations of dividends are subject to approval of the Board of Directors and will depend on the Company’s results of operations, financial condition, business conditions and other factors deemed relevant by the Board of Directors.

About Shoe Carnival

Shoe Carnival, Inc. is one of the nation’s largest omnichannel family footwear retailers, offering a broad assortment of dress, casual and athletic footwear for men, women and children with emphasis on national name brands. As of June 11, 2026, the Company operated 426 stores in 35 states and Puerto Rico under its Shoe Carnival and Shoe Station banners and offers shopping at www.shoecarnival.com and www.shoestation.com. Headquartered in Fort Mill, SC, and with distribution and support operations located in Evansville, IN, Shoe Carnival, Inc. trades on The Nasdaq Stock Market LLC under the symbol SCVL and beginning on June 12, 2026 will trade under the symbol SHOE.

Name and Ticker Change Details

New Corporate Name:	Shoe Station Group, Inc.
Former Corporate Name:	Shoe Carnival, Inc.
Effective Date:	June 12, 2026
New Ticker Symbol:	SHOE

Former Ticker Symbol:	SCVL
Effective Date:	June 12, 2026
Exchange:	Nasdaq
CUSIP:	824889109 (unchanged)
Transfer Agent:	Computershare

The Company urges stakeholders to ensure that data links to receive company information, updates and current trading activity utilizing “Shoe Carnival” or “SCVL” are adjusted to “Shoe Station Group” and “SHOE” on June 12, 2026.

Press releases and annual reports are available on the Company's website at www.shoecarnival.com.

Contact Information

W. Kerry Jackson

Chief Financial Officer

(812) 867-4034

scvlir@scvl.com

Cautionary Statement Regarding Forward-Looking Information

As used herein, “we,” “our” and “us” refer to Shoe Carnival, Inc. This press release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties. These forward-looking statements necessarily depend upon assumptions, estimates and dates that may be incorrect or imprecise and involve known and unknown risks, uncertainties, and other factors. Accordingly, any forward-looking statements included in this press release do not purport to be predictions of future events or circumstances and may not be realized. Forward-looking statements can be identified by, among other things, the use of forward-looking terms such as “believes,” “expects,” “aims,” “on track,” “may,” “will,” “should,” “seeks,” “pro forma,” “anticipates,” “intends” or the negative of any of these terms, or comparable terminology, or by discussions of strategy or intentions. Given these uncertainties, we caution investors not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We disclaim any obligation to update any of these factors or to publicly announce any revisions to the forward-looking statements contained in this press release to reflect future events or developments. A number of factors could cause our actual results, performance, achievements, or industry results to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, but are not limited to:

•our ability to achieve expected operating results from, and planned growth of, our banner strategy, including store growth and expected inventory reductions, cost savings and synergies;

•our ability to increase sales at our existing stores;

•the impact of intense competition and our ability to effectively compete;

•the impact of changes in consumer spending on our business and the impact of our promotional strategies and intensity;

•our ability to successfully manage and execute our marketing and pricing strategies;

•the impact of higher gasoline and energy prices on discretionary spending and our cost of operations;

•our dependence on key suppliers for merchandise and advertising support, and the impact of any loss of any key suppliers;

•the impact of changes in the cost, or a disruption in the flow, of imported goods as a result of trade policy and/or tariffs;

•our ability to manage other risks related to our reliance on imported goods;

•our ability to anticipate, identify and respond to emerging fashion trends;

•our ability to effectively manage our real estate portfolio;

•our ability to manage the risks associated with our e-commerce platform and its impact on traffic and transactions in our physical stores;

•our ability to maintain positive brand perception and recognition;

•our ability to maintain, grow and generate sales from members of our Shoe Perks loyalty program;

•our ability to successfully execute our strategies to grow our business;

•our ability to identify or consummate future acquisitions or achieve expected benefits from and effectively integrate future acquisitions;

•the internal and external impact of a failure of our information technology systems to operate effectively, or in the event such systems are disrupted or compromised;

•our ability to manage the risks associated with our outsourced business processes and other third-party business relationships, including disruptions to our business and increased costs;

•our ability to adapt to emerging technologies that may create disruption to our operations and the retail industry;

•our ability to manage, and the impact of, fluctuating quarterly operating results due to seasonality, weather conditions and other factors;

•the impact of any physical and financial risk related to the uncertainty of climate change;

•the impact of natural disasters, public health crises, political crises, civil unrest, wars and other catastrophic events or other events outside of our control on our facilities or the facilities of third parties on which we depend, as well as on our supply chain and access to customers;

•the impact of litigation and reputational risk resulting from a failure to protect the integrity and security of individually identifiable data of our customers and employees, including as a result of a cyber security breach;

•the impact of losses or liabilities in excess of our insurance coverage;

•the impact of periodic litigation and other regulatory proceedings, which could result in the unexpected expenditure of time and resources;

•our ability to manage key executive succession and retention, and attract and retain qualified personnel and control labor costs;

•our ability to generate and maintain cash flow and capital necessary to implement our business strategy and meet our other liquidity needs;

•the impact of financial market volatility on the sources and costs of financing available to us;

•the impact of significant non-cash impairment charges in the event our long-lived assets become impaired;

•the impact of the loss of investor confidence in our financial reports and adverse effect on our stock price if we fail to maintain effective internal control over financial reporting;

•the impact of perceptions of the overall retail industry and other macroeconomic conditions on our business and stock;

•the impact and risk of volatility in the stock market and our stock;

•the impact of any changes to our dividend policy or stock repurchase program;

•the impact of any influence over our management and operations exerted by our principal shareholders;

•the impact of our organizational documents and Indiana law on potential acquisition bids for us; and

•other factors described in our Securities and Exchange Commission filings, including our latest Annual Report on Form 10-K and our subsequent Securities and Exchange Commission filings.

FAQ

What corporate change did Shoe Carnival (SCVL) shareholders approve in 2026?

Shareholders approved changing the corporate name to Shoe Station Group, Inc.. The amendment to the articles of incorporation becomes effective June 12, 2026, aligning the company’s identity with its multi-banner growth strategy centered on the Shoe Station brand.

When will Shoe Carnival stock begin trading under the new SHOE ticker?

The company’s common stock is expected to begin trading on Nasdaq under the ticker SHOE on June 12, 2026. Shares will trade under the existing symbol SCVL through the close of market on June 11, 2026.

Did Shoe Carnival declare a dividend in this 8-K filing?

Yes, the board approved a $0.17 per share quarterly cash dividend. It will be paid on July 20, 2026 to shareholders of record as of the close of business on July 6, 2026, marking the 57th consecutive quarterly dividend.

Were directors and executive compensation approved by Shoe Carnival shareholders?

Shareholders elected two directors to three-year terms ending at the 2029 meeting and approved an advisory vote on named executive officer compensation. The say-on-pay resolution received 22,116,632 votes for and 854,835 against, with additional abstentions and broker non-votes.

Who is Shoe Carnival’s independent auditor for fiscal 2026?

Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2026. The ratification received 25,071,774 votes for, 152,109 votes against, and 57,061 abstentions, with no broker non-votes reported.

How many stores does Shoe Carnival operate under its banners?

As of June 11, 2026, the company operated 426 stores in 35 states and Puerto Rico under its Shoe Carnival and Shoe Station banners. It also sells through its websites, shoecarnival.com and shoestation.com.

Will existing Shoe Carnival stock certificates change after the name and ticker update?

Existing stock certificates will remain valid and transferable after the name and ticker change. The number of shares represented and shareholder rights under current certificates are unchanged, and holders are not required to exchange certificates due to the corporate name change.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 51.9 KB

Other Documents

• EX-3 EX-3.A 81.9 KB
• EX-3 EX-3.B 174.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 43.4 KB