Shoe Carnival (SCVL) Insider Gift: 166,666 Shares Donated

Rhea-AI Filing Summary

Delores B. Weaver, a director of Shoe Carnival Inc. (SCVL), reported a transaction dated 09/16/2025 on Form 4 showing a non‑derivative disposition of 166,666 shares of common stock as a gift to a donor‑advised charitable gift fund. The Form 4 shows Ms. Weaver retains 4,666,512 shares directly after the reported transaction and her spouse holds 4,177,482 shares indirectly. The filing notes the gifted shares are controlled by the charitable fund, that Ms. Weaver has no control over their disposition, and she has no pecuniary interest in those shares. The form is signed on behalf of Ms. Weaver by Patrick C. Edwards on 09/18/2025.

Positive

• Transaction was a charitable gift, indicating philanthropic intent rather than a sale for liquidity.
• Reporting person retained substantial holdings after the gift (4,666,512 shares direct), preserving significant insider alignment.
• Filing discloses no pecuniary interest and no control over the gifted shares, providing clarity on insider influence post‑gift.

Negative

• Reduction in direct ownership of 166,666 shares slightly decreases the reporting person's reported stake.
• Gift to a donor‑advised fund removes direct control over those shares, which could modestly reduce the director's voting influence on that portion.

Insights

Securities Analyst

TL;DR: A director gifted 166,666 shares to charity; ownership remains substantial and gift removes personal control.

The Form 4 discloses a voluntary, non‑sale disposition of 166,666 shares via a donor‑advised fund, recorded as a gift with $0 consideration. This is a non‑market liquidity event rather than a sale, reducing direct beneficial ownership but not indicating intent to monetize holdings. For investors, the key is that the reporting person explicitly disclaims control and pecuniary interest in the gifted shares, which reduces immediate insider sell pressure but lowers reported insider skin in the game by the disclosed amount.

Corporate Governance Expert

TL;DR: The disclosure signals estate planning or philanthropy, not an operational or governance change.

Gifting shares to a donor‑advised fund is common for estate and charitable planning. The filing clarifies no retained control or economic interest, which is important for governance transparency. The director remains a significant holder after the transaction, so governance influence is largely intact. There is no indication of material governance restructuring or related party transaction from the filing itself.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WEAVER DELORES B

(Last) (First) (Middle)

1800 INNOVATION POINT

5TH FLOOR

(Street)

FORT MILL SC 29715

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SHOE CARNIVAL INC [ SCVL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/16/2025		G		166,666(1)	D	$0.0	4,666,512	D
Common Stock								4,177,482	I	by Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares were gifted by Delores B. Weaver to a donor-advised charitable gift fund as part of her estate planning. Mrs. Weaver has no control over, and cannot direct the disposition of, the gifted shares by the charitable gift fund and has no pecuniary interest in the gifted shares.

	By: Patrick C. Edwards For: Delores B. Weaver	09/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Delores B. Weaver report on Form 4 for SCVL?

She reported a gift of 166,666 shares of Shoe Carnival Inc. common stock on 09/16/2025, recorded as a disposition at $0.0.

How many shares does Ms. Weaver own after the reported transaction?

The Form 4 shows Ms. Weaver holds 4,666,512 shares directly after the transaction, with an additional 4,177,482 shares indirectly held by her spouse.

Was the transaction a sale or a gift?

The filing states the 166,666 shares were gifted to a donor‑advised charitable gift fund; the price is listed as $0.0.

Does Ms. Weaver retain control or financial interest in the gifted shares?

No. The Form 4 explanation states she has no control over disposition by the charitable fund and no pecuniary interest in the gifted shares.

Who signed the Form 4 and when?

The form was signed on behalf of Delores B. Weaver by Patrick C. Edwards on 09/18/2025.