Shoe Carnival (SCVL) EVP granted restricted and performance stock units

Rhea-AI Filing Summary

Shoe Carnival, Inc. executive Tanya E. Gordon reported equity awards in the form of common stock units. On March 3, 2026, she acquired 13,440 restricted stock units, each representing one share of common stock. According to the terms, half of these units vest on March 31, 2028 and the remainder on March 31, 2029, conditioned on her continued service with the company through those dates. On the same date, she also earned 8,923 performance stock units from a grant originally made on March 12, 2025; these performance units are scheduled to vest on March 31, 2028, also subject to continued service. Following these awards, she directly held 48,514 shares of common stock.

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

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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^*

Gordon Tanya E.

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP - CHIEF MERCHANDISE OFF.

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

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	03/03/2026		A		13,440(1)	A	$0.0	39,591	D
Common Stock	03/03/2026		A		8,923(2)	A	$0.0	48,514	D

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. Issued as restricted stock units, which represent the contingent right to receive an equivalent number of shares of common stock of Shoe Carnival, Inc. (the "Company"). One-half of these restricted stock units will vest on March 31, 2028 and the remaining one-half will vest on March 31, 2029, subject to the reporting person's continuous service with the Company through such dates.

2. As determined on March 3, 2026, the reporting person earned 8,923 performance stock units originally granted on March 12, 2025. These performance stock units will vest on March 31, 2028, subject to the reporting person's continuous service with the Company through such date.

	By: Patrick C. Edwards For: Tanya E. Gordon	03/05/2026
	** 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).
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FAQ

What insider transactions did SCVL executive Tanya E. Gordon report on this Form 4?

Tanya E. Gordon reported acquiring restricted and performance stock units in Shoe Carnival, Inc. She received 13,440 restricted stock units and earned 8,923 performance stock units, all tied to future vesting dates and continued service conditions with the company.

How many restricted stock units did Tanya E. Gordon receive from Shoe Carnival (SCVL)?

She received 13,440 restricted stock units representing the right to receive the same number of Shoe Carnival common shares. One-half of these units vest on March 31, 2028, and the remaining half on March 31, 2029, if her continuous service conditions are met.

What are the terms of Tanya E. Gordon’s performance stock units at Shoe Carnival (SCVL)?

She earned 8,923 performance stock units originally granted on March 12, 2025. These performance units are scheduled to vest on March 31, 2028, provided she remains in continuous service with Shoe Carnival, Inc. through that vesting date, according to the reported terms.

When will Tanya E. Gordon’s Shoe Carnival restricted stock units vest?

Her 13,440 restricted stock units vest in two equal installments. One-half is scheduled to vest on March 31, 2028, and the remaining half on March 31, 2029, contingent upon her continued service with Shoe Carnival, Inc. through each respective date.

How many Shoe Carnival (SCVL) shares did Tanya E. Gordon hold after these awards?

After the reported March 3, 2026 transactions, Tanya E. Gordon directly held 48,514 shares of Shoe Carnival common stock. This figure reflects her ownership following the acquisition and earning of the restricted and performance stock units disclosed in the Form 4.

Do Tanya E. Gordon’s Shoe Carnival stock unit awards involve any cash purchase?

The reported awards show a transaction price per share of $0.0000, indicating they were granted as equity compensation rather than purchased for cash. They represent rights to receive Shoe Carnival common stock upon meeting specified vesting and service conditions.