SHOE CARNIVAL INC
For the period ended Jan 31, 2026. Filed Mar 26, 2026.
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FY2026 · Filed Mar 26, 2026
SHOE$14.57-5.6%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
| 1. | Financial Statements: |
| The following financial statements of Shoe Carnival, Inc. are set forth in PART II, ITEM 8 of this Annual Report on Form 10-K: | |
| Report of Independent Registered Public Accounting Firm | |
| Consolidated Statements of Shareholders’ Equity for the years ended January 31, 2026, February 1, 2025, and February 3, 2024 | |
| Consolidated Statements of Cash Flows for the years ended January 31, 2026, February 1, 2025, and February 3, 2024 | |
| Notes to Consolidated Financial Statements | |
| 2. | Exhibits: |
INDEX TO EXHIBITS
| Incorporated by Reference To | |||||
|---|---|---|---|---|---|
| ExhibitNo. | Description | Form | Exhibit | FilingDate | FiledHerewith |
| 3-A · Amended and Restated Articles of Incorporation of Registrant · 8-K · 3-A · 06/27/2022 | |||||
| 3-B · By-laws of Registrant, as amended to date · 8-K · 3.B · 03/17/2023 | |||||
| 4-A | Amended and Restated Credit Agreement, dated as of March 23, 2022, by and among Registrant, the financial institutions from time to time party thereto as Lenders, and Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender, sole lead arranger and sole bookrunner | 8-K | 4.1 | 03/24/2022 | |
| 4-B | Amended and Restated Security Agreement, dated as of March 23, 2022, by and between the Registrant and Wells Fargo Bank, National Association, as administrative agent | 8-K | 4.2 | 03/24/2022 | |
| 4-C | Description of the Registrant’s Securities registered under Section 12 of the Securities Exchange Act of 1934 | 10-K | 4-C | 03/24/2023 | |
| 10-A | Lease, dated as of February 8, 2006, by and between Registrant and Big-Shoe Properties, LLC | 10-K | 10-A | 04/13/2006 | |
| 10-B | First Amendment to Lease, dated as of June 16, 2015, by and between Registrant and Big-Shoe Properties, LLC | 10-K | 10-B | 03/26/2021 | |
| 10-C | Second Amendment to Lease, dated as of April 25, 2019, by and between Registrant and Big-Shoe Properties, LLC | 10-K | 10-C | 03/26/2021 | |
| 10-D* | Summary Compensation Sheet | X | |||
| 10-E* | Non-competition Agreement dated as of January 15, 1993, between Registrant and J. Wayne Weaver (P) | S-1 | 10-I | 02/04/1993 | |
| 10-F* | Employee Stock Purchase Plan of Registrant, as amended | 10-Q | 10-L | 09/15/1997 | |
| 10-G* | Shoe Carnival, Inc. Amended and Restated 2016 Executive Incentive Compensation Plan, as amended November 1, 2024 | 10-Q | 10.6 | 12/06/2024 | |
| 10-H* | Shoe Carnival, Inc. Amended and Restated 2017 Equity Incentive Plan, as amended November 1, 2024 | 10-Q | 10.5 | 12/06/2024 | |
| 10-I* | Form of 2022 Performance Stock Unit Award Agreement under the Registrant’s 2017 Equity Incentive Plan (Executive Officers) | 8-K | 10.2 | 03/15/2022 | |
| 10-J* | Amended Form of 2022 Performance Stock Unit Award Agreement under the Registrant’s 2017 Equity Incentive Plan (Executive Officers) | 10-Q | 10.1 | 09/06/2024 | |
| 10-K* | Form of 2023 Performance Stock Unit Award Agreement under the Registrant’s 2017 Equity Incentive Plan (Executive Officers) | 8-K | 10.1 | 03/17/2023 | |
| 10-L* | Form of 2024 Performance Stock Unit Award Agreement under the Registrant’s Amended and Restated 2017 Equity Incentive Plan (Executive Officers) | 8-K | 10.2 | 03/18/2024 | |
| 10-M* | Amended Form of 2024 Performance Stock Unit Award Agreement under the Registrant’s Amended and Restated 2017 Equity Incentive Plan (Executive Officers) | 10-Q | 10.2 | 09/06/2024 | |
| 10-N* | Form of Restricted Stock Award Agreement under the Amended and Restated 2017 Equity Incentive Plan (Non-Employee Directors) | 10-Q | 10.2 | 09/01/2023 | |
| 10-O* | Form of Restricted Stock Award Agreement under the Amended and Restated 2017 Equity Incentive Plan (Employee Directors) | 10-Q | 10.3 | 09/01/2023 | |
| 10-P* | Amended Form of Restricted Stock Unit Award Agreement under the Registrant's 2017 Equity Incentive Plan (Executive Officers) | 10-Q | 10.7 | 12/06/2024 | |
| 10-Q* | Amended Form of Restricted Stock Unit Award Agreement under the Registrant's Amended and Restated 2017 Equity Incentive Plan (Executive Officers) | 10-Q | 10.8 | 12/06/2024 | |
INDEX TO EXHIBITS - Continued
| 10-R* | Form of 2025 Restricted Stock Unit Award Agreement under the Registrant’s Amended and Restated 2017 Equity Incentive Plan (Executive Officers) | 8-K | 10.1 | 03/17/2025 | |
| 10-S* | Form of 2025 Performance Stock Unit Award Agreement under the Registrant’s Amended and Restated 2017 Equity Incentive Plan (Executive Officers) | 8-K | 10.2 | 03/17/2025 | |
| 10-T* | Form of Stock Award Agreement under the Amended and Restated 2017 Equity Incentive Plan (Directors) | 10-Q | 10.1 | 09/05/2025 | |
| 10-U* | Letter Agreement, dated September 30, 2021, between Registrant and Clifton E. Sifford | 8-K | 10.2 | 10/05/2021 | |
| 10-V* | Amended and Restated Employment and Noncompetition Agreement dated as of November 1, 2024, between Registrant and Mark J. Worden | 8-K | 10.1 | 11/04/2024 | |
| 10-W* | Amended and Restated Employment and Noncompetition Agreement dated as of November 1, 2024, between Registrant and Marc A. Chilton | 8-K | 10.2 | 11/04/2024 | |
| 10-X* | Amended and Restated Employment and Noncompetition Agreement dated as of November 1, 2024, between Registrant and Patrick C. Edwards | 8-K | 10.3 | 11/04/2024 | |
| 10-Y* | Amended and Restated Employment and Noncompetition Agreement dated as of November 1, 2024, between Registrant and Carl N. Scibetta | 8-K | 10.4 | 11/04/2024 | |
| 10-Z* | Employment and Noncompetition Agreement dated as of September 28, 2025, by and between Registrant and W. Kerry Jackson | 8-K | 10.1 | 09/25/2025 | |
| 10-AA* | Amended and Restated Employment and Noncompetition Agreement dated as of April 6, 2025, between Registrant and Tanya E. Gordon | X | |||
| 10-BB* | Form of Sign-On Restricted Stock Unit Award Agreement under the 2017 Equity Incentive Plan | 10-Q | 10.3 | 06/02/2023 | |
| 10-CC* | Shoe Carnival, Inc. Deferred Compensation Plan, as amended | 10-K | 10-S | 04/10/2014 | |
| 10-DD* | Shoe Carnival, Inc. Amended and Restated Executive Incentive Compensation Plan, as amended March 3, 2026 | 8-K | 10.4 | 03/09/2026 | |
| 19 | Shoe Carnival, Inc. Insider Trading Policy | 10-K | 19 | 03/21/2025 | |
| 21 | A list of subsidiaries of Shoe Carnival, Inc. | X | |||
| 23 | Written consent of Deloitte & Touche LLP | X | |||
| 31.1 | Certification of Interim Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||
| 31.2 | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||
| 32.1 | Certification of Interim Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||
| 32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||
| 97 | Shoe Carnival, Inc. Amended and Restated Incentive Compensation Recovery Policy | 10-K | 97 | 03/22/2024 | |
INDEX TO EXHIBITS - Continued
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document. | X |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document. | X |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | X |
*The indicated exhibit is a management contract, compensatory plan or arrangement required to be filed by Item 601 of Regulation S-K.
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