Shoe Carnival Leadership Shows Confidence as Chairman Expands Massive Stake

Rhea-AI Filing Summary

Wayne J. Weaver, Chairman of the Board and 10% Owner of Shoe Carnival, reported significant insider transactions on June 25, 2025:

• Acquired 5,306 shares of unrestricted common stock at $0.00 per share under the company's Amended and Restated 2017 Equity Incentive Plan
• Disposed of 1,353 shares at $18.85 per share, representing shares withheld for income and payroll tax withholding

Following these transactions, Weaver's holdings include 4,177,482 shares held directly and 4,833,178 shares held indirectly through his spouse, maintaining his position as a significant insider. The Form 4 was filed by Patrick C. Edwards on Weaver's behalf on June 27, 2025.

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
Estimated average burden
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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WEAVER WAYNE J

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CHAIRMAN OF THE BOARD

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025

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	06/25/2025		A		5,306(1)	A	$0.0	4,178,835	D
Common Stock	06/25/2025		F		1,353(2)	D	$18.85	4,177,482	D
Common Stock								4,833,178	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. Shares of unrestricted common stock granted on June 25, 2025, under the Shoe Carnival, Inc. Amended and Restated 2017 Equity Incentive Plan.

2. Represents shares withheld from the June 25, 2025 grant of unrestricted common stock for the payment of applicable income and payroll withholding taxes.

	By: Patrick C. Edwards For: J. Wayne Weaver	06/27/2025
	** 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

How many SCVL shares did Wayne Weaver acquire on June 25, 2025?

Wayne Weaver acquired 5,306 shares of unrestricted common stock on June 25, 2025, granted under the Shoe Carnival, Inc. Amended and Restated 2017 Equity Incentive Plan. However, 1,353 shares were withheld for tax purposes, resulting in a net acquisition of 3,953 shares.

What is Wayne Weaver's total SCVL share ownership after the June 2025 transaction?

After the June 25, 2025 transaction, Wayne Weaver owned 4,177,482 shares directly and 4,833,178 shares indirectly through his spouse, for a total beneficial ownership of 9,010,660 shares.

What positions does Wayne Weaver hold at SCVL?

According to the Form 4 filing, Wayne Weaver serves multiple roles at Shoe Carnival: he is a Director, Chairman of the Board, and is also listed as a 10% Owner of the company.

What was the price of SCVL shares withheld for tax purposes in Weaver's June 2025 transaction?

The 1,353 shares withheld for payment of income and payroll withholding taxes were valued at $18.85 per share.