Shoe Carnival SEC Filings

Shoe Carnival, Inc. announced a leadership change in its finance team, appointing long-time executive W. Kerry Jackson as Executive Vice President and Chief Financial Officer, effective September 28, 2025. Jackson will also serve as the company’s principal financial officer and principal accounting officer, while current CFO Patrick C. Edwards moves to Senior Vice President, Special Projects and continues as Treasurer.

Jackson’s annual base salary is set at $565,000 and he will receive a one-time grant of 20,000 service-based RSUs that vest after three years if he remains employed. A new employment and noncompetition agreement provides severance protections, including cash payments based on multiples of his base salary and COBRA-related benefits if he is terminated without cause or resigns for good reason, with enhanced benefits if this occurs in connection with a change in control.

J. Wayne Weaver, identified as Chairman, Director and a >10% owner of Shoe Carnival, reported changes in his beneficial ownership on a Form 4. The filing shows a Code G disposition on 09/16/2025 of 166,666 common shares that were gifted by his spouse to a donor-advised charitable gift fund at a reported price of $0.0. The filing states the spouse relinquished control and has no pecuniary interest in the gifted shares.

The form lists 4,666,512 shares as indirectly beneficially owned following the reported transaction and also records a separate line showing 4,177,482 shares (direct) on the form. The report is signed on behalf of Mr. Weaver on 09/18/2025.

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.

Shoe Carnival, Inc. operates Shoe Carnival, Shoe Station and Rogan's storefronts and e-commerce across 35 states and Puerto Rico, offering branded footwear and accessories. The filing notes 50,000,000 shares authorized with 41,049,190 shares issued and roughly 13.87 million shares outstanding in each period. The Rogan's acquisition added 28 store locations in Wisconsin, Minnesota and Illinois, positioned the company as a market leader in Wisconsin and began inclusion of Rogan's in comparable-store calculations in Q2 2025. The company reported $20.0 million and $39.0 million for the thirteen- and twenty-six-week periods ended August 2, 2025, compared with $22.0 million and $41.6 million in comparable prior periods; acquisition-related costs of $97,000 and $418,000 were expensed in the thirteen- and twenty-six-week periods ended August 3, 2024, with no such costs in 2025. No goodwill or intangible impairments were recorded for the twenty-six-week periods. Management uses consolidated Net Income as the CODM performance metric. The Board authorized a $50.0 million share repurchase program for 2025.

Shoe Carnival, Inc. furnished a current report to the SEC to share that it has released its operating and financial results for the second quarter ended August 2, 2025. The company states that it issued a press release on September 4, 2025 detailing these results.

The press release containing the second-quarter earnings information is provided as Exhibit 99.1 to the report and is incorporated by reference. The company also notes that this earnings information is being furnished under the Exchange Act and is not deemed filed for liability purposes under Section 18.

Copeland Capital Management, LLC filed a Schedule 13G reporting a passive ownership stake in Shoe Carnival (SCVL) as of 30 Jun 2025.

• Aggregate beneficial ownership: 1,718,101 shares, representing 6.28 % of common stock.
• Sole voting & dispositive power: 1,315,908 shares.
• Shared dispositive power: 156,873 shares; no shared voting power.
• Filed under Rule 13d-1(b) as an investment adviser (IA), indicating a non-activist, institutional position.
• Reporting person: Sofia A. Rosala, General Counsel & CCO; filing signed 18 Jul 2025.

The filing confirms that Copeland crossed the 5 % threshold, requiring disclosure but not signaling an activist agenda. A 6 %+ holding by a professional asset manager may bolster investor confidence, expand the institutional shareholder base and potentially improve liquidity support for SCVL shares.

Shoe Carnival insider trading activity report reveals significant transactions by major shareholder Delores B. Weaver on June 25, 2025. The filing details two key transactions:

• Acquisition of 5,306 unrestricted common stock shares at $0.00 through a grant under the Amended and Restated 2017 Equity Incentive Plan (indirect ownership through spouse)
• Disposition of 1,353 shares at $18.85 per share, withheld for income and payroll tax purposes

Following these transactions, Weaver's beneficial ownership stands at 4,177,482 shares held indirectly through spouse and 4,833,178 shares held directly. As a 10% owner of Shoe Carnival, these transactions demonstrate continued significant insider stake in the company. The transactions were executed through a tax-efficient stock grant structure, with shares withheld for tax obligations.

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.

Shoe Carnival Vice Chairman and Director Clifton E. Sifford received a restricted stock award of 7,958 shares on June 25, 2025. The restrictions on these shares will lapse on January 2, 2026.

Following this transaction, Sifford's total beneficial ownership increased to 302,560 shares, held in direct ownership. This total includes 85 additional shares acquired through dividend reinvestment via the Company's Employee Stock Purchase Plan.

Key Transaction Details:

• Transaction Type: Restricted Stock Award
• Purchase Price: $0.00
• Form Type: Form 4 (Statement of Changes in Beneficial Ownership)
• Filing Date: June 28, 2025
• Transaction Date: June 25, 2025