SHOE STATION GROUP INC 10-Q

ITEM 4. CONTROLS AND PROCEDURES Our Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of November 1, 2025, that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. There have been no significant changes in our internal control over financial reporting that occurred during the quarter ended November 1, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 24 PART II - OTHE R INFORMATION ITEM 1A. RI SK FACTORS 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.