STOCK TITAN

Shoe Carnival (SCVL) chair gets stock grant with shares withheld for tax

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Shoe Carnival Inc. chairman Wayne J. Weaver reported routine equity compensation and related tax withholding. He received a grant of 6,007 shares of unrestricted common stock on June 10, 2026 under the Shoe Carnival, Inc. Amended and Restated 2017 Equity Incentive Plan. From this grant, 1,600 shares were withheld to cover applicable income and payroll taxes, a non-market tax-withholding disposition. After these transactions, Weaver directly owned 4,183,489 shares of Shoe Carnival common stock and indirectly held 4,333,180 shares through his spouse. No open-market buys or sells were reported.

Positive

  • None.

Negative

  • None.
Insider WEAVER WAYNE J
Role CHAIRMAN OF THE BOARD
Type Security Shares Price Value
Grant/Award Common Stock 6,007 $0.00 --
Tax Withholding Common Stock 1,600 $16.65 $27K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 4,183,489 shares (Direct, null); Common Stock — 4,333,180 shares (Indirect, by Spouse)
Footnotes (1)
  1. Shares of unrestricted common stock granted on June 10, 2026, under the Shoe Carnival, Inc. Amended and Restated 2017 Equity Incentive Plan. Represents shares withheld from the June 10, 2026 grant of unrestricted common stock for the payment of applicable income and payroll withholding taxes.
Stock grant 6,007 shares Unrestricted common stock granted on June 10, 2026
Shares withheld for taxes 1,600 shares Withheld from June 10, 2026 grant for income and payroll taxes
Tax withholding reference price $16.65 per share Value used for 1,600-share tax-withholding disposition
Direct holdings after transactions 4,183,489 shares Common stock directly owned by Wayne J. Weaver after June 10, 2026
Indirect holdings via spouse 4,333,180 shares Common stock held indirectly by spouse as of June 10, 2026
Tax-withholding shares (summary) 1,600 shares TaxWithholdingShares in transaction summary
unrestricted common stock financial
"Shares of unrestricted common stock granted on June 10, 2026, under the Shoe Carnival, Inc. Amended and Restated 2017 Equity Incentive Plan."
Amended and Restated 2017 Equity Incentive Plan financial
"granted on June 10, 2026, under the Shoe Carnival, Inc. Amended and Restated 2017 Equity Incentive Plan."
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
non-derivative financial
"transaction_type": "non-derivative""
indirect financial
"ownership_type": "indirect""
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SEC Form 4
FORM 4UNITED 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 SOUTH CAROLINA 29715

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
SHOE CARNIVAL INC [ SCVL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
CHAIRMAN OF THE BOARD
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock06/10/2026A6,007(1)A$0.04,183,489D
Common Stock06/10/2026F1,600(2)D$16.654,181,889D
Common Stock4,333,180Iby 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Shares of unrestricted common stock granted on June 10, 2026, under the Shoe Carnival, Inc. Amended and Restated 2017 Equity Incentive Plan.
2. Represents shares withheld from the June 10, 2026 grant of unrestricted common stock for the payment of applicable income and payroll withholding taxes.
By: Patrick C. Edwards For: J. Wayne Weaver06/11/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did SCVL chairman Wayne J. Weaver report?

Wayne J. Weaver reported a stock grant and related tax withholding. He received 6,007 shares of unrestricted Shoe Carnival common stock, with 1,600 shares withheld to pay income and payroll taxes, resulting in updated direct and indirect ownership totals.

How many Shoe Carnival (SCVL) shares were granted to Wayne J. Weaver?

Wayne J. Weaver was granted 6,007 shares of unrestricted common stock. The grant occurred on June 10, 2026 under Shoe Carnival’s Amended and Restated 2017 Equity Incentive Plan, representing equity-based compensation rather than an open-market purchase.

Why were 1,600 SCVL shares withheld from Wayne J. Weaver’s grant?

1,600 shares were withheld to cover tax obligations on the stock grant. The Form 4 notes these shares were retained from the June 10, 2026 unrestricted stock grant to pay applicable income and payroll withholding taxes, not sold in the open market.

What is Wayne J. Weaver’s direct ownership in Shoe Carnival (SCVL) after this Form 4?

After the reported transactions, Weaver directly owned 4,183,489 SCVL shares. This total reflects the 6,007-share grant of unrestricted stock and the 1,600 shares withheld for tax payments, as disclosed in the ownership column.

What indirect Shoe Carnival (SCVL) holdings are reported for Wayne J. Weaver?

Weaver is reported with 4,333,180 SCVL shares held indirectly by his spouse. This indirect position is disclosed as a separate holding entry, indicating shares beneficially owned through his spouse rather than in his direct name.

Were there any open-market buys or sells of SCVL shares in this Form 4?

No open-market purchases or sales were reported in this Form 4. The filing shows a grant of unrestricted common stock and a tax-withholding disposition, both routine compensation-related events rather than discretionary market trades.