SHOE STATION GROUP INC

This report on Form 10-Q for the period ended August 1, 2026 (“Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the federal securities laws, such as those under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Risk Factors,” which statements involve a number of risks and uncertainties. These forward-looking statements necessarily depend upon assumptions, estimates, data and dates that may be incorrect or imprecise and involve known and unknown risks, uncertainties, and other factors. Accordingly, any forward-looking statements included in this Quarterly Report do not purport to be predictions of future events or circumstances and may not be realized. Forward-looking statements can be identified by, among other things, the use of forward-looking terms such as “believes,” “expects,” “aims,” “on track,” “may,” “will,” “should,” “seeks,” “pro forma,” “anticipates,” “intends” or the negative of any of these terms, or comparable terminology, or by discussions of strategy, plans or intentions. A number of factors could cause our actual results, performance, achievements, or industry results to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements in this Quarterly Report. These factors include, but are not limited to:

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our ability to achieve expected operating results and sales growth from our current multi-banner strategy, expected inventory management, store growth, and cost savings;

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our ability to increase sales at our existing stores;

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the impact of intense competition and our ability to effectively compete;

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the impact of changes in consumer spending on our business and the impact of our promotional strategies and intensity;

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our ability to successfully manage and execute our marketing and pricing strategies;

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the impact of higher gasoline and energy prices on discretionary spending and our cost of operations;

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our dependence on key suppliers for merchandise and advertising support, and the impact of any loss of any key suppliers;

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the impact of changes in the cost, or a disruption in the flow, of imported goods as a result of trade policy and/or tariffs;

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our ability to manage other risks related to our reliance on imported goods;

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our ability to anticipate, identify and respond to emerging fashion trends;

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our ability to effectively manage our real estate portfolio;

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our ability to manage the risks associated with our e-commerce platform and its impact on traffic and transactions in our physical stores;

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our ability to maintain positive brand perception and recognition;

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our ability to maintain, grow and generate sales from members of our Shoe Perks loyalty program;

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our ability to successfully execute our strategies to grow our business;

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our ability to identify or consummate future acquisitions or achieve expected benefits from and effectively integrate future acquisitions;

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the internal and external impact of a failure of our information technology systems to operate effectively, or in the event such systems are disrupted or compromised;

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our ability to manage the risks associated with our outsourced business processes and other third-party business relationships, including disruptions to our business and increased costs;

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our ability to adapt to emerging technologies that may create disruption to our operations and the retail industry;

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our ability to manage, and the impact of, fluctuating quarterly operating results due to seasonality, weather conditions and other factors;

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the impact of any physical and financial risk related to the uncertainty of climate change;

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the impact of natural disasters, public health crises, political crises, civil unrest, wars and other catastrophic events or other events outside of our control on our facilities or the facilities of third parties on which we depend, as well as on our supply chain and access to customers;

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the impact of litigation and reputational risk resulting from a failure to protect the integrity and security of individually identifiable data of our customers and employees, including as a result of a cybersecurity breach;

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the impact of losses or liabilities in excess of our insurance coverage;

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the impact of periodic litigation and other regulatory proceedings, which could result in the unexpected expenditure of time and resources;

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our ability to manage key executive succession and retention, and attract and retain qualified personnel and control labor costs;

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our ability to generate and maintain cash flow and capital necessary to implement our business strategy and meet our other liquidity needs;

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the impact of financial market volatility on the sources and costs of financing available to us;

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the impact of significant non-cash impairment charges in the event our long-lived assets become impaired;

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the impact of the loss of investor confidence in our financial reports and adverse effect on our stock price if we fail to maintain effective internal control over financial reporting;

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the impact of perceptions of the overall retail industry and other macroeconomic conditions on our business and stock;

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the impact and risk of volatility in the stock market and our stock;

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the impact of any changes to our dividend policy or stock repurchase program;

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the impact of any influence over our management and operations exerted by our principal shareholders;

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the impact of our organizational documents and Indiana law on potential acquisition bids for us; and

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other factors described in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended January 31, 2026, and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report.

We caution you that the foregoing list may not contain all of the factors that may impact our forward-looking statements made in this report.

You should not place undue reliance on our forward-looking statements as predictions of future events. We have based the forward-looking statements upon information available to us as of the date of this Quarterly Report and on our current expectations and projections about future events and trends that we believe may affect our business, operating results, financial condition and prospects. While we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this report. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

Neither we nor any other person assumes responsibility for the ultimate outcome of any of these forward-looking statements. Moreover, the forward-looking statements made in this Quarterly Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report to reflect events or circumstances after the date of this Quarterly Report or to reflect new information or the occurrence of unanticipated events, except as required by law.

Certain Definitions

References to “we,” “us,” “our,” and the “Company” in this Quarterly Report refer to Shoe Station Group, Inc. and its subsidiaries. References to “Shoe Station” and “Shoe Carnival” in this Quarterly Report are to the individual store banners, not to our entire Company. References to the “SEC” refer to the United States Securities and Exchange Commission.