SHOE CARNIVAL INC

Except as set forth below, there have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025.

The risk factor entitled “We may not realize the expected operating results from, and planned growth of, our Shoe Station banner, including planned growth from our rebanner strategy” has been updated to read as follows:

We may not realize the expected operating results from, and planned growth of, our Shoe Station banner, including planned growth and expected cost savings, synergies and inventory reductions expected from our One Banner Strategy. We have rebannered and are planning to continue to rebanner Shoe Carnival stores to Shoe Station stores with the expectation that well over 90% of our fleet will operate as Shoe Station before the end of Fiscal 2028. As a result of our One Banner Strategy, we expect to realize cost savings from reduced dual-brand complexity across merchandising, marketing, systems, supply chain and back office, as well as a reduction in our inventory investment, as Shoe Station’s merchandising model requires less inventory per store to deliver a superior customer experience. Our growth strategy is based on growing our Shoe Station banner through rebannering stores into Shoe Station stores, acquisitions and organic growth. Our ability to achieve our strategies will depend, in part, on our ability to realize the expected operating results from, and planned growth of, our Shoe Station banner, including the expected cost savings, synergies and inventory reduction as a result of our One Banner Strategy, which we may not realize within our expected time frames, or at all. The Shoe Station banner may underperform relative to our expectations. In addition, the costs incurred to achieve these results may be greater than what we anticipate. Any of these impacts could have an adverse effect on our growth, business, results of operations and financial condition.