8-K
SHOE CARNIVAL INC (SCVL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 20, 2025
SHOE CARNIVAL, INC.
(Exact name of Registrant as Specified in Its Charter)
| Indiana | 0-21360 | 35-1736614 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 1800 Innovation Point, 5th Floor<br><br>Fort Mill, SC | 29715 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (803) 650-4600
7500 East Columbia Street
Evansville, IN 47715
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | SCVL | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
The following information shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
On November 20, 2025, Shoe Carnival, Inc. (the "Company") issued a press release announcing its operating and financial results for its third quarter ended November 1, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit No. Exhibits
99.1 Earnings Release – Third Quarter Ended November 1, 2025
104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)
2
SIGNATURES
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 hereunto duly authorized.
| SHOE CARNIVAL, INC. | ||
|---|---|---|
| (Registrant) | ||
| Date: November 20, 2025 | By: | /s/ W. Kerry Jackson |
| W. Kerry Jackson | ||
| Executive Vice President | ||
| Chief Financial Officer |
3
EX-99.1
EX-99.1
SHOE CARNIVAL REPORTS THIRD QUARTER RESULTS; REAFFIRMS FISCAL 2025 OUTLOOK
November 20, 2025
FOR IMMEDIATE RELEASE
FORT MILL, SC - Shoe Carnival, Inc. (Nasdaq: SCVL) (the “Company”), a leading retailer of footwear and accessories for the family, today reported results for the third quarter ended November 1, 2025, updated its Fiscal 2025 outlook, and provided expected impacts from its One Banner Strategy.
Third Quarter 2025 Highlights
- EPS of $0.53 and net sales of $297.2 million exceeded consensus expectations.
- Shoe Station net sales grew 5.3 percent; Shoe Station product margins expanded 260 basis points.
- Progressing toward one brand and simplified structure; well over 90 percent of fleet to operate as Shoe Station before the end of Fiscal 2028.
“Third quarter results exceeded expectations. Shoe Station is winning - up over 5 percent in sales with 260 basis point margin expansion. We’re consolidating to one brand because the performance gap is undeniable. Over time, this unlocks $20 million in savings and $100 million in working capital to fund growth from our debt-free balance sheet,” said Mark Worden, President and Chief Executive Officer.
Third Quarter 2025 Operating Results
Net sales of $297.2 million exceeded consensus expectations and compared to $306.9 million in third quarter 2024. Comparable store sales declined 2.7 percent.
By banner, third quarter 2025 performance continued to highlight the strength of the One Banner Strategy announced on November 13, 2025:
- Shoe Station net sales grew 5.3 percent, inclusive of a mid-single digit comparable store increase.
- Shoe Carnival net sales declined 5.2 percent with comparable store sales down mid-single digits, as lower-income consumers remained pressured.
- Rogan’s generated more than $21 million in net sales, consistent with integration plans.
Gross profit margin was 37.6 percent, expanding 160 basis points compared to the prior year. Merchandise margin improved 190 basis points, driven by disciplined pricing, favorable mix shift toward higher income Shoe Station customers, and strategic inventory investments. These gains more than offset approximately 30 basis points of deleverage in buying, distribution, and occupancy costs.
Gross profit increased to $111.8 million from $110.4 million in the prior year, driven by Shoe Station growth and disciplined pricing across all banners.
Net income was $14.6 million, or $0.53 per diluted share (“EPS”), compared to $19.2 million, or $0.70 per diluted share, in the prior year period. The Company estimates EPS included a negative impact of approximately $0.22 from rebanner investments in third quarter 2025 and approximately $0.58 per share year-to-date in Fiscal 2025.
Fiscal 2025 Outlook
The Company reaffirmed its Fiscal 2025 net sales outlook and updated its EPS outlook following strong third quarter results and accelerated rebanner execution. The Company now expects EPS for Fiscal 2025 in a range of $1.80 to $2.10, an increase in the lower end of the range of $0.10.
Balance Sheet and Liquidity
The Company ended third quarter 2025 debt-free, and cash, cash equivalents, and marketable securities totaled $107.7 million at quarter end, an increase of 18.2 percent compared to the prior year.
Consistent with the past 20 consecutive years, the Company fully funded its operations and growth investments from operating cash flow and cash reserves. The Company expects to continue generating ample liquidity to self-fund the One Banner Strategy and support other strategic opportunities.
Year-to-date capital expenditures totaled $38.3 million, primarily supporting rebannered stores.
The Company had $50 million remaining under its existing share repurchase authorization.
One Banner Strategy Update
On November 13, 2025, the Company announced its Board of Directors unanimously approved changing the corporate name to Shoe Station Group, Inc. The name change is subject to shareholder approval at the Annual Meeting in June 2026.
As of November 20, 2025, Shoe Station represents 144 stores and 34 percent of the Company’s 428-store fleet, up from 10 percent at the start of Fiscal 2025. The Company completed integration of its 28-store Rogan’s acquisition into the Shoe Station banner in October 2025. Beginning in fourth quarter 2025, Rogan’s results will be reported as part of Shoe Station.
The Company is on track to operate 215 Shoe Station stores by Back-to-School 2026, representing 51 percent of the fleet. The Company expects well over 90 percent of its fleet to operate as Shoe Station before the end of Fiscal 2028, with remaining locations evaluated for rebannering, outlet repositioning, or closure.
One Banner Strategy Timeline and Expected Impacts
Expected Benefits by End of Fiscal 2027
The Company’s transition to Shoe Station as the primary operating banner is expected to deliver significant value:
$20 million in annual cost savings from reduced dual-brand complexity across merchandising, marketing, systems, supply chain, and back office.
$100 million reduction in inventory investment (20-25 percent) as Shoe Station's merchandising model requires less inventory per store to deliver a superior customer experience.
Return to comparable store sales growth as Shoe Station becomes the dominant banner.
EPS growth as cost savings are captured, rebanner investments moderate, and sales growth resumes. Growth is expected to accelerate into Fiscal 2028 as the One Banner Strategy nears completion.
Fiscal 2026: Investment Required to Capture Long Term Benefits
To reach the critical 51 percent Shoe Station threshold by Back-to-School 2026, the Company expects to rebanner 70 stores, requiring capital expenditures of $25 to $35 million and rebanner investment of $25 to $30 million. This rebanner investment includes lost sales, store closing costs, including inventory liquidation, additional depreciation, customer acquisition costs and other costs. The Company continues to expect payback of this rebanner investment within two to three years following each store’s conversion.
In Fiscal 2026, the Company expects net sales to decline low-to-mid single digits in the first half before returning to flat-to-low single digit growth in the second half as Shoe Station surpasses 51 percent of the fleet. The Company expects EPS in Fiscal 2026 will be lower than Fiscal 2025 due to lower sales and rebanner investments. Approximately $50 to $60 million in inventory reduction is expected in Fiscal 2026, which more than fully funds the rebanner capital expenditures.
Conference Call
Today, at 9:00 a.m. Eastern Time, the Company will host a conference call to discuss its third quarter results. Participants can listen to the live webcast of the call by visiting Shoe Carnival's Investors webpage at www.shoecarnival.com. While the question-and-answer session will be available to all listeners, questions from the audience will be limited to institutional analysts and investors. A replay of the webcast will be available on the Company’s website beginning approximately two hours after the conclusion of the conference call and will be archived for one year.
About Shoe Carnival
Shoe Carnival, Inc. is one of the nation’s largest family footwear retailers, offering a broad assortment of dress, casual and athletic footwear for men, women and children with emphasis on national name brands. As of November 20, 2025, the Company operated 428 stores in 35 states and Puerto Rico under its Shoe Carnival and Shoe Station banners and offers shopping at www.shoecarnival.com and www.shoestation.com. Headquartered in Fort Mill, SC, and with distribution and support operations located in Evansville, IN, Shoe Carnival, Inc. trades on The Nasdaq Stock Market LLC under the symbol SCVL.
Press releases and annual reports are available on the Company's website at www.shoecarnival.com.
Contact Information
W. Kerry Jackson
Chief Financial Officer
(812) 867-4034
scvlir@scvl.com
www.shoecarnival.com
(812) 867-6471
Cautionary Statement Regarding Forward-Looking Information
As used herein, “we”, “our” and “us” refer to Shoe Carnival, Inc. This press release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties, such as statements about our future growth, operations, cash flows and shareholder returns.
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 these forward-looking statements. These factors include, but are not limited to: our ability to increase our comparable stores net sales and achieve expected operating results from rebannering Shoe Carnival locations into Shoe Station locations within expected time frames, or at all; our ability to achieve expected operating results from, and planned growth of, our Shoe Station banner, including expected cost savings, synergies and inventory reductions from operating principally under one banner, within expected time frames, or at all; the impact of competition and pricing, including our ability to maintain current promotional intensity levels; changes in the political and economic environments in, the status of trade relations with, and the impact of changes in trade policies and tariffs impacting, China and other countries which are the major manufacturers of footwear; our ability to control costs and meet our labor needs in a rising wage, inflationary, and/or supply chain constrained environment; the effects and duration of economic downturns and unemployment rates; the potential impact of national and international security concerns, including those caused by war and terrorism, on the retail environment; general economic conditions in the areas of the continental United States and Puerto Rico where our stores are located; changes in the overall retail environment and more specifically in the apparel and footwear retail sectors; our ability to successfully utilize the e-commerce sales channel and its impact on traffic and transactions in our physical stores; the success of the open-air shopping centers where many of our stores are located and the impact on our ability to attract customers to our stores; our ability to attract customers to our e-commerce platform and to successfully grow our omnichannel sales; the effectiveness of our inventory management, including our ability to manage key merchandise vendor relationships and direct-to-consumer initiatives; changes in our relationships with other key suppliers; our ability to successfully manage and execute our marketing initiatives and maintain positive brand perception and recognition; our ability to successfully manage our current real estate portfolio and leasing obligations; changes in weather, including patterns impacted by climate change; changes in consumer buying trends and our ability to identify and respond to emerging fashion trends; the impact of disruptions in our distribution or information technology operations including at our distribution center located in Evansville, IN; the impact of natural disasters, public health and political crises, civil unrest, and other catastrophic events on our operations and the operations of our suppliers, as well as on consumer confidence and purchasing in general; the duration and spread of a public health crisis and the mitigating efforts deployed, including the effects of government stimulus on consumer spending; risks associated with the seasonality of the retail industry; the impact of unauthorized disclosure or misuse of personal and confidential information about our customers, vendors and employees, including as a result of a cybersecurity breach; our ability to effectively achieve the operating results from, and maintain the synergies, efficiencies and other benefits gained through, our acquisition strategy, including our recent acquisition of Rogan’s; our ability to successfully execute our business strategy, including the availability of desirable store locations at acceptable lease terms, our ability to identify, consummate or effectively integrate future acquisitions, our ability to implement and adapt to new technology and systems, our ability to open new stores in a timely and profitable manner, including our entry into major new markets, and the availability of sufficient funds to implement our business plans; higher than anticipated costs associated with the closing of underperforming stores; the inability of manufacturers to deliver products in a timely manner; an increase in the cost, or a disruption in the flow, of imported goods; the impact of regulatory changes in the United States, including minimum wage laws and regulations, and the countries where our manufacturers are located; the resolution of litigation or regulatory proceedings in which we are or may become involved; continued volatility and disruption in the capital and credit markets; future stock repurchases under our stock repurchase program and future dividend payments;
and other factors described in the Company’s SEC filings, including the Company’s latest Annual Report on Form 10-K. In addition, these forward-looking statements necessarily depend upon assumptions, estimates 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 press release 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 or intentions. Given these uncertainties, we caution investors not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We disclaim any obligation to update any of these factors or to publicly announce any revisions to the forward-looking statements contained in this press release to reflect future events or developments.
Financial Tables Follow
SHOE CARNIVAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data) (Unaudited)
| Thirteen | Thirteen | Thirty-nine | Thirty-nine | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Weeks Ended | Weeks Ended | Weeks Ended | Weeks Ended | |||||||||
| November 1, 2025 | November 2, 2024 | November 1, 2025 | November 2, 2024 | |||||||||
| Net sales | $ | 297,155 | $ | 306,885 | $ | 881,258 | $ | 939,946 | ||||
| Cost of sales (including buying,<br> distribution and occupancy costs) | 185,318 | 196,503 | 554,836 | 602,821 | ||||||||
| Gross profit | 111,837 | 110,382 | 326,422 | 337,125 | ||||||||
| Selling, general and administrative expenses | 93,214 | 85,853 | 270,606 | 260,010 | ||||||||
| Operating income | 18,623 | 24,529 | 55,816 | 77,115 | ||||||||
| Interest income | (1,101 | ) | (1,148 | ) | (2,986 | ) | (2,623 | ) | ||||
| Interest expense | 78 | 139 | 233 | 412 | ||||||||
| Income before income taxes | 19,646 | 25,538 | 58,569 | 79,326 | ||||||||
| Income tax expense | 5,000 | 6,296 | 15,355 | 20,225 | ||||||||
| Net income | $ | 14,646 | $ | 19,242 | $ | 43,214 | $ | 59,101 | ||||
| Net income per share: | ||||||||||||
| Basic | $ | 0.54 | $ | 0.71 | $ | 1.58 | $ | 2.18 | ||||
| Diluted | $ | 0.53 | $ | 0.70 | $ | 1.57 | $ | 2.15 | ||||
| Weighted average shares: | ||||||||||||
| Basic | 27,344 | 27,161 | 27,305 | 27,154 | ||||||||
| Diluted | 27,597 | 27,565 | 27,513 | 27,488 | ||||||||
| Cash dividends declared per share | $ | 0.150 | $ | 0.135 | $ | 0.450 | $ | 0.405 |
SHOE CARNIVAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
(Unaudited)
| November 1, | February 1, | November 2, | ||||
|---|---|---|---|---|---|---|
| 2025 | 2025 | 2024 | ||||
| ASSETS | ||||||
| Current Assets: | ||||||
| Cash and cash equivalents | $ | 94,369 | $ | 108,680 | $ | 77,235 |
| Marketable securities | 13,294 | 14,432 | 13,866 | |||
| Accounts receivable | 7,094 | 9,018 | 8,678 | |||
| Merchandise inventories | 435,296 | 385,605 | 406,599 | |||
| Other | 22,986 | 18,409 | 20,662 | |||
| Total Current Assets | 573,039 | 536,144 | 527,040 | |||
| Property and equipment – net | 187,779 | 172,806 | 174,171 | |||
| Operating lease right-of-use assets | 340,931 | 343,547 | 351,023 | |||
| Intangible assets | 40,934 | 40,968 | 40,979 | |||
| Goodwill | 18,018 | 18,018 | 18,018 | |||
| Other noncurrent assets | 11,840 | 12,650 | 13,198 | |||
| Total Assets | $ | 1,172,541 | $ | 1,124,133 | $ | 1,124,429 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||
| Current Liabilities: | ||||||
| Accounts payable | $ | 65,853 | $ | 52,030 | $ | 57,283 |
| Accrued and other liabilities | 23,567 | 25,382 | 20,050 | |||
| Current portion of operating lease liabilities | 51,906 | 53,013 | 58,432 | |||
| Total Current Liabilities | 141,326 | 130,425 | 135,765 | |||
| Long-term portion of operating lease liabilities | 310,885 | 314,974 | 317,679 | |||
| Deferred income taxes | 25,203 | 18,879 | 17,639 | |||
| Deferred compensation | 10,988 | 10,011 | 13,449 | |||
| Other | 962 | 848 | 4,239 | |||
| Total Liabilities | 489,364 | 475,137 | 488,771 | |||
| Total Shareholders’ Equity | 683,177 | 648,996 | 635,658 | |||
| Total Liabilities and Shareholders’ Equity | $ | 1,172,541 | $ | 1,124,133 | $ | 1,124,429 |
SHOE CARNIVAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
(Unaudited)
| Thirty-nine | Thirty-nine | |||||
|---|---|---|---|---|---|---|
| Weeks Ended | Weeks Ended | |||||
| November 1, 2025 | November 2, 2024 | |||||
| Cash Flows From Operating Activities | ||||||
| Net income | $ | 43,214 | $ | 59,101 | ||
| Adjustments to reconcile net income to net<br> cash provided by operating activities: | ||||||
| Depreciation and amortization | 25,345 | 22,762 | ||||
| Stock-based compensation | 5,664 | 5,204 | ||||
| Loss (Gain) on retirement and impairment of assets, net | 1,808 | (415 | ) | |||
| Deferred income taxes | 6,324 | (676 | ) | |||
| Non-cash operating lease expense | 44,100 | 41,790 | ||||
| Other | 852 | 1,270 | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | 1,923 | (3,720 | ) | |||
| Merchandise inventories | (49,691 | ) | (18,563 | ) | ||
| Operating leases | (46,680 | ) | (40,139 | ) | ||
| Accounts payable and accrued liabilities | 12,669 | (8,714 | ) | |||
| Other | (8,269 | ) | 188 | |||
| Net cash provided by operating activities | 37,259 | 58,088 | ||||
| Cash Flows From Investing Activities | ||||||
| Purchases of property and equipment | (38,334 | ) | (24,778 | ) | ||
| Investments in marketable securities | (1,995 | ) | (502 | ) | ||
| Sales of marketable securities and other | 3,470 | 1,406 | ||||
| Acquisition, net of cash acquired | 0 | (44,384 | ) | |||
| Net cash used in investing activities | (36,859 | ) | (68,258 | ) | ||
| Cash Flow From Financing Activities | ||||||
| Proceeds from issuance of stock | 135 | 132 | ||||
| Dividends paid | (12,633 | ) | (11,039 | ) | ||
| Shares surrendered by employees to pay taxes on<br> stock-based compensation awards | (2,213 | ) | (688 | ) | ||
| Net cash used in financing activities | (14,711 | ) | (11,595 | ) | ||
| Net decrease in cash and cash equivalents | (14,311 | ) | (21,765 | ) | ||
| Cash and cash equivalents at beginning of period | 108,680 | 99,000 | ||||
| Cash and cash equivalents at end of period | $ | 94,369 | $ | 77,235 |