What changed in this filing

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Item 9A. Controls and Procedures

2026-03-26 compared with 2025-03-21 · 37 added, 27 removed, 121 unchanged (35% of the section changed)

8 unchanged sentences

Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of February 1, 2025.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of January 31, 2026.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013).

Based on its assessment, management believes that the Company’s internal control over financial reporting was effective as of February 1, 2025.

The Company’s internal control over financial reporting as of February 1, 2025 has been audited by its independent registered public accounting firm, Deloitte & Touche LLP, as stated in their report, which is included herein.

Based on its assessment, management believes that the Company’s internal control over financial reporting was effective as of January 31, 2026.

The Company’s internal control over financial reporting as of January 31, 2026 has been audited by its independent registered public accounting firm, Deloitte & Touche LLP, as stated in their report, which is included herein.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures and Changes in Internal Control over Financial Reporting

Our Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of February 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, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’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 has been no significant change in our internal control over financial reporting that occurred during the quarter ended February 1, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our Interim Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of January 31, 2026, 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, 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 Interim Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There has been no significant change in our internal control over financial reporting that occurred during the quarter ended January 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

2 unchanged sentences

We have audited the internal control over financial reporting of Shoe Carnival, Inc.

and subsidiaries (the “Company”) as of February 1, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 1, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended February 1, 2025 , of the Company and our report dated March 21, 2025, expressed an unqualified opinion on those financial statements.

and subsidiaries (the “Company”) as of January 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended January 31, 2026 , of the Company and our report dated March 26, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

27 unchanged sentences

The additional information required by this Item concerning our Directors, nominees for Director, Code of Ethics, insider trading policies and procedures, designation of the Audit Committee financial expert and identification of the Audit Committee, and concerning any disclosure of delinquent filers under Section 16(a) of the Exchange Act, is incorporated herein by reference to the sections titled “Proposal No.

1 - Election of Directors,” “Information Regarding the Board of Directors and Committees,” “Social and Environmental Responsibility” and “Principal Shareholders” in our definitive Proxy Statement for the 2025 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of our last fiscal year.

1 - Election of Directors,” “Information Regarding the Board of Directors and Committees,” “Social and Environmental Responsibility” and “Principal Shareholders” in our definitive Proxy Statement for the 2026 Annual Meeting of Shareholders, which will be filed pursuant to Regulation 14A within 120 days after the end of our last fiscal year.

EXECUTIVE COMPENSATION

The information required by this Item concerning remuneration of our officers and Directors and information concerning material transactions involving such officers and Directors and Compensation Committee interlocks, including the Compensation Committee Report and the Compensation Discussion and Analysis, is incorporated herein by reference to the sections titled “Executive Compensation,” “Director Compensation” and “Information Regarding the Board of Directors and Committees” in our definitive Proxy Statement for the 2025 Annual Meeting of Shareholders, which will be filed pursuant to Regulation 14A within 120 days after the end of our last fiscal year.

The information required by this Item concerning remuneration of our officers and Directors and information concerning material transactions involving such officers and Directors and Compensation Committee interlocks, including the Compensation Committee Report, the Compensation Discussion and Analysis and related compensation tables, is incorporated herein by reference to the sections titled “Executive Compensation,” “Director Compensation” and “Information Regarding the Board of Directors and Committees” in our definitive Proxy Statement for the 2026 Annual Meeting of Shareholders, which will be filed pursuant to Regulation 14A within 120 days after the end of our last fiscal year.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

10 unchanged sentences

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets at February 1, 2025 and February 3, 2024

Consolidated Statements of Income for the years ended February 1, 2025, February 3, 2024, and January 28, 2023

Consolidated Statements of Shareholders’ Equity for the years ended February 1, 2025, February 3, 2024, and January 28, 2023

Consolidated Statements of Cash Flows for the years ended February 1, 2025, February 3, 2024, and January 28, 2023

Consolidated Balance Sheets at January 31, 2026 and February 1, 2025

Consolidated Statements of Income for the years ended January 31, 2026, February 1, 2025, and February 3, 2024

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

27 unchanged sentences

INDEX TO EXHIBITS - Continued

Form of 2025 Restricted Stock Unit Award Agreement under the Registrant’s Amended and Restated 2017 Equity Incentive Plan (Executive Officers)

Form of 2025 Performance Stock Unit Award Agreement under the Registrant’s Amended and Restated 2017 Equity Incentive Plan (Executive Officers)

Form of Stock Award Agreement under the Amended and Restated 2017 Equity Incentive Plan (Directors)

Letter Agreement, dated September 30, 2021, between Registrant and Clifton E.

Amended and Restated Employment and Noncompetition Agreement dated as of November 1, 2024, between the Company and Mark J.

Amended and Restated Employment and Noncompetition Agreement dated as of November 1, 2024, between the Company and Mark A.

Amended and Restated Employment and Noncompetition Agreement dated as of November 1, 2024, between the Company and Patrick C.

Amended and Restated Employment and Noncompetition Agreement dated as of November 1, 2024, between the Company and Carl N.

Amended and Restated Employment and Noncompetition Agreement dated as of November 1, 2024, between Registrant and Mark J.

Amended and Restated Employment and Noncompetition Agreement dated as of November 1, 2024, between Registrant and Marc A.

Amended and Restated Employment and Noncompetition Agreement dated as of November 1, 2024, between Registrant and Patrick C.

Amended and Restated Employment and Noncompetition Agreement dated as of November 1, 2024, between Registrant and Carl N.

Employment and Noncompetition Agreement dated as of September 28, 2025, by and between Registrant and W.

Kerry Jackson

Amended and Restated Employment and Noncompetition Agreement dated as of April 6, 2025, between Registrant and Tanya E.

Form of Sign-On Restricted Stock Unit Award Agreement under the 2017 Equity Incentive Plan

2 unchanged sentences

Shoe Carnival, Inc.

Amended and Restated Executive Incentive Compensation Plan, as amended March 3, 2026

Shoe Carnival, Inc.

Insider Trading Policy

1 unchanged sentence

Written consent of Deloitte & Touche LLP

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

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

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

Certification of Chief Executive Officer Pursuant to 18 U.S.C.

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

3 unchanged sentences

Amended and Restated Incentive Compensation Recovery Policy

INDEX TO EXHIBITS - Continued

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.

6 unchanged sentences

March 26, 2026

President and Chief Executive Officer

/s/ Clifton E.

Interim President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

2 unchanged sentences

/s/ Clifton E.

Vice Chairman and Director

March 21, 2025

President, Chief Executive Officer and Director

Vice Chairman, Interim President and Chief Executive

March 26, 2026

Officer and Director

(Principal Executive Officer)

5 unchanged sentences

March 26, 2026

/s/ Patrick C.

Senior Vice President, Chief Financial Officer,

Kerry Jackson

Executive Vice President, Chief Financial Officer

March 26, 2026

Treasurer and Secretary (Principal Financial and Accounting Officer)

Kerry Jackson

(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.

What changed 10-K

Item 9A. Controls and Procedures