1 unchanged sentence
Issuer Purchases of Equity Securities
−Removed: Purchased (1)
−Removed: May 4, 2025 to May 31, 2025
−Removed: June 1, 2025 to July 5, 2025
−Removed: July 6, 2025 to August 2, 2025
−Removed: (1) 1,983 shares were withheld by us in connection with employee payroll tax withholding upon the vesting of stock-based compensation awards that were settled in shares.
+Added: August 3, 2025 to August 30, 2025
+Added: August 31, 2025 to October 4, 2025
+Added: October 5, 2025 to November 1, 2025
(1) On December 11, 2024, our Board of Directors authorized the 2025 Share Repurchase Program for up to $50.0 million of our outstanding common stock, effective January 1, 2025 and expiring on December 31, 2025.
OTH ER INFORMATION
−Removed: During second quarter 2025, no members of our Board of Directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , amended or terminated any contract, instruction or written plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement, as defined in the SEC’s rules.
+Added: During third quarter 2025, no members of our Board of Directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , amended or terminated any contract, instruction or written plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement, as defined in the SEC’s rules.
EXHIBIT INDEX
2 unchanged sentences
By-laws of Registrant, as amended to date
−Removed: Form of Stock Award Agreement under the Shoe Carnival, Inc.
−Removed: Amended and Restated 2017 Equity Incentive Plan (Directors)
+Added: Employment and Noncompetition Agreement dated as of September 28, 2025, by and between the Company and W.
+Added: Kerry Jackson
Certification of 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
9 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed, on its behalf by the undersigned thereunto duly authorized.
−Removed: September 5, 2025
+Added: December 5, 2025
SHOE CARNIVAL, INC.
−Removed: /s/ Patrick C.
−Removed: Senior Vice President,
−Removed: Chief Financial Officer, Treasurer and Secretary
+Added: Kerry Jackson
+Added: Kerry Jackson
+Added: Executive Vice President,
+Added: Chief Financial Officer
(Duly Authorized Officer and Principal Financial and Accounting Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.