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): ~~February~~March 259, 2026 (~~February~~March 243, 2026)

SHOE CARNIVAL, INC.

(Exact name of Registrant as Specified in Its Charter)

Indiana	0-21360	35-1736614
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
1800 Innovation Point, 5th FloorFort Mill, SC		29715
1800 Innovation Point, 5th FloorFort Mill, South Carolina		29715
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (803) 650-4600

Not Applicable

(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
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 25.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~Compensation ~~following information shall not be deemed “filed”~~ for ~~purposes~~Interim ofPresident ~~Section~~and 18Chief ofExecutive 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 (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.Officer

On ~~February~~March 253, 2026, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Shoe Carnival, Inc. (the “Company”) ~~issued~~approved acertain ~~press~~compensation ~~release~~arrangements ~~announcing,~~for ~~among~~Clifton ~~other~~E. ~~things,~~Sifford ~~certain~~in ~~preliminary~~connection ~~results~~with ~~for~~his ~~its~~appointment ~~fiscal~~as ~~year~~the ~~ended~~Interim ~~January~~President 31and Chief Executive Officer of the Company and his continued service as executive Vice Chairman of the Board of the Company. Commencing effective February 24, 2026 and continuing throughout the period he serves as Interim President and Chief Executive Officer and Vice Chairman of the Board of the Company, ~~which~~Mr. ~~preliminary~~Sifford ~~results~~(1) ~~remain~~will ~~subject~~receive an annual base salary of $1,000,000, (2) will continue to receive an additional monthly stipend in the ~~completion~~amount of ~~normal~~$2,957, ~~year-end~~(3) ~~accounting~~will receive a monthly automobile allowance in the amount of $1,100, and ~~auditing~~(4) ~~procedures.~~will be eligible to participate in the Company’s Amended and Restated Executive Incentive Compensation Plan, as amended (the “EICP”), as well as any other employee benefit plans, practices and programs maintained by the Company.

AOn ~~copy~~March 3, 2026, Mr. Sifford also received a one-time grant of 112,220 service-based restricted stock units (“RSUs”), which RSUs were granted under the ~~press~~Shoe ~~release~~Carnival, Inc. Amended and Restated 2017 Equity Incentive Plan, as amended (the “2017 Plan”), and will vest in full on March 31, 2027, provided that he remains a Service Provider (as defined in the 2017 Plan) continuously from the grant date through such vesting date. The service-based RSUs will be subject to the terms and conditions of the 2017 Plan, which was previously filed as Exhibit 10.5 to the Quarterly Report on Form 10-Q filed by the Company with the Securities and Exchange Commission (the “SEC”) on December 6, 2024, and will also be subject to the terms and conditions of an award agreement for service-based RSUs with cliff vesting, the form of which is ~~furnished~~filed as Exhibit 9910.1 to this Current Report on Form 8-K and is incorporated herein by reference.

~~Item 5~~Mr.02 ~~Departure~~Sifford ofwill ~~Directors~~not receive any other compensation or ~~Certain~~benefits ~~Officers;~~in ~~Election~~connection ofwith ~~Directors;~~his ~~Appointment~~service ofas ~~Certain~~a ~~Officers;~~director ~~Compensatory~~while ~~Arrangements~~he is serving as Interim President and Chief Executive Officer of ~~Certain~~the ~~Officers~~Company.

~~Appointment~~Letter ofAgreement ~~Interim~~with ~~President~~Clifton ~~and Chief Executive Officer~~ Sifford

OnThe ~~February~~Company ~~24,~~entered ~~2026,~~into ~~the~~a ~~Board~~letter ofagreement ~~Directors~~with Mr. Sifford dated March 5, 2026 (the “~~Board~~Letter Agreement”), which acknowledges his employment as Interim President and Chief Executive Officer of the Company ~~appointed~~effective ~~Clifton~~as E.of ~~Sifford~~February to24, ~~serve~~2026, and his continued service as executive Vice Chairman of the ~~Company’s~~Board. The ~~Interim~~Letter ~~President~~Agreement ~~and~~sets ~~Chief~~forth ~~Executive~~the ~~Officer.~~compensation that will be payable to Mr. Sifford ~~currently~~during ~~serves~~the period he is employed as the Interim President and Chief Executive Officer and Vice Chairman of the Board ~~and~~of ~~will~~the ~~continue~~Company, ~~in that role~~ as ~~well~~described above. The Letter Agreement also contains non-competition, non-solicitation and non-disparagement provisions to which Mr. Sifford ~~was~~is ~~also~~subject ~~designated~~during asthe term of the ~~Company’s~~Letter ~~principal~~Agreement ~~executive~~and ~~officer,~~for ~~effective~~12 asmonths after the termination of ~~February~~his 24employment with the Company for any reason, ~~2026~~as well as customary confidentiality provisions.

~~Mr.~~The ~~Sifford,~~foregoing ~~age~~description ~~72, has served as the Company’s Vice Chairman~~ of the ~~Board~~Letter ~~since~~Agreement ~~October~~does ~~2021.~~not Hepurport ~~served~~to asbe ~~the~~complete ~~Company’s Vice Chairman of the Board~~ and ~~Chief~~is ~~Executive~~qualified ~~Officer~~in ~~from~~its ~~September~~entirety ~~2019~~by reference to ~~September~~the ~~2021.~~full ~~Mr.~~text ~~Sifford~~of ~~also served as~~ the ~~Company’s~~Letter ~~President~~Agreement, ~~and~~a ~~Chief~~copy ~~Executive~~of ~~Officer~~which ~~from~~is ~~October~~filed ~~2012 to September 2019,~~ as ~~the~~Exhibit ~~Company’s~~10.2 ~~Chief Merchandising Officer from October 2012~~ to ~~March~~this ~~2016,~~Current asReport ~~the~~on ~~Company’s~~Form ~~Executive~~8-K ~~Vice President – General Merchandise Manager from June 2001 to October 2012,~~ and asis ~~the~~incorporated ~~Company’s~~herein ~~Senior~~by ~~Vice President – General Merchandise Manager from April 1997 to June 2001~~reference.

AsOther of the date of the filing of this Current Report on Form 8-K, the Company has not entered into any compensatory agreements, arrangements or understandings in connection with Mr. Sifford’s appointment as Interim President and Chief Executive Officer. ~~There~~Compensation ~~are~~Decisions nofor ~~arrangements~~Fiscal or understandings between Mr. Sifford and any other person pursuant to which he was appointed as Interim President and Chief Executive Officer of the Company. In addition, there are no family relationships between Mr. Sifford and any other director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.2026

~~Departure~~On March 3, 2026, the Compensation Committee also established the performance criteria and targets for the fiscal 2026 bonus payable in fiscal 2027 under the EICP. The performance criterion is operating income before nonrecurring items (“Adjusted Operating Income”). Subjective factors based on an executive officer’s individual performance can reduce an executive officer’s bonus. Performance below the threshold level would result in no payout, performance at the threshold level of ~~Former~~performance ~~President~~would result in a payout at 25% of the executive officer’s target bonus amount and ~~Chief~~performance ~~Executive~~at ~~Officer~~the maximum level of performance would result in a payout at 175% of the executive officer’s target bonus amount, with payout for performance between threshold and target and between target and maximum Adjusted Operating Income interpolated.

On February 24, 2026, Mark J. Worden departed from his position as President and Chief Executive Officer of the Company. In connection with his departure, on February 24, 2026, Mr. Worden resigned as a member of the Board, effective immediately. Mr. Worden’s departure was not due to any disagreement with the Company on any matter relating to its operations, policies or practices.

Pursuant to the terms of the Amended and Restated Employment and Noncompetition Agreement, dated as of November 1, 2024, between the Company and Mr. Worden (the “Employment Agreement”), in connection with his departure, the Company will provide Mr. Worden with the payments required to be made to him under the terms of the Employment Agreement upon a termination without cause, subject to Mr. Worden executing and delivering a release of claims against the Company and complying with the covenants set forth in the Employment Agreement.

~~Item~~The ~~7.01~~following ~~Regulation~~table FDsets ~~Disclosure.~~forth the percentage of salary the Company’s executive officers could earn based upon the attainment of the various levels of Adjusted Operating Income:

The following information shall not be deemed “filed” for the purposes of Section 18 of 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.



	Percentage of Annual Salary
Name	Threshold		Target		Maximum
Clifton E. Sifford	25.00	%	100.00	%	175.00	%
W. Kerry Jackson	18.75	%	75.00	%	131.25	%
Marc A. Chilton	21.25	%	85.00	%	148.75	%
Tanya E. Gordon	18.75	%	75.00	%	131.25	%

~~The~~J. ~~press~~Wayne ~~release~~Weaver, ~~issued~~Chairman byof the Company’s onBoard ~~February~~of 25Directors and an executive officer, ~~2026~~will ~~also~~not ~~announced~~participate in the ~~appointment~~EICP ofin Mrfiscal 2026. ~~Sifford~~Patrick asC. Edwards, the Company’s ~~Interim~~Senior Vice President, Controller and ~~Chief~~Treasurer ~~Executive~~and ~~Officer,~~one ~~effective~~of asthe ofCompany’s ~~February~~named ~~24,~~executive ~~2026~~officers, aswill ~~described~~participate in ~~Item~~the ~~5.02~~EICP ~~above. A~~in ~~copy~~fiscal 2026, with a payout opportunity of ~~the~~10% ~~press~~of ~~release~~his isbase ~~furnished~~salary asat ~~Exhibit~~the ~~99.1~~threshold toperformance ~~this~~level, ~~Current~~40% ~~Report~~of onhis ~~Form~~base ~~8-K~~salary at the target performance level and is60% ~~incorporated~~of ~~herein~~his bybase ~~reference~~salary at the maximum performance level.

On March 3, 2026, the Compensation Committee also granted service-based RSUs and performance stock units (“PSUs”) under the 2017 Plan to the following executive officers:



Name	Target Number of PSUs Awarded	Service-Based RSUs Awarded
W. Kerry Jackson	21,060	14,040
Marc A. Chilton	27,048	18,032
Tanya E. Gordon	20,160	13,440

In addition, on March 3, 2026, Mr. Edwards received 7,313 service-based RSUs and 4,875 PSUs at the target level of performance.

The PSUs may be earned based on the Company’s adjusted net income per diluted share for fiscal 2026. The Compensation Committee established a range of goals at threshold, target and maximum levels for which 25% to 175% of the target number of PSUs may be earned, with payout for performance between threshold and target and between target and maximum adjusted net income per diluted share interpolated. Performance below the threshold level would result in forfeiture of all of the PSUs. Any earned PSUs will vest in full on March 31, 2029, provided that the executive officer maintains continuous service with the Company through such date.

The service-based RSUs granted to these executive officers vest 50% on March 31, 2028 and 50% on March 31, 2029, provided that the executive officer maintains continuous service with the Company through such dates.

The RSUs and the PSUs will be subject to the terms and conditions of the 2017 Plan. The service-based RSUs will also be subject to the terms and conditions of the Company’s award agreement for service-based RSUs granted to executive officers under the 2017 Plan (the “RSU Award Agreement”). The form of RSU Award Agreement was previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the SEC on March 17, 2025. The PSUs will also be subject to the terms and conditions of the Company’s 2026 award agreement for PSUs granted to executive officers under the 2017 Plan (the “PSU Award Agreement”). The foregoing description of the PSU Award Agreement is intended only as a summary and is qualified in its entirety by reference to the form of PSU Award Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Amendments to the EICP

On March 3, 2026, the Compensation Committee and the Board of Directors approved certain amendments to the EICP to (1) add a definition of “Operating Income before Nonrecurring Items” and include Operating Income before Nonrecurring Items in the definition of “Business Criteria,” (2) provide the Compensation Committee with the ability to make subsequent adjustments to any Business Criteria to exclude the effects of unanticipated material transactions or

events, and (3) extend the term of the EICP for an additional five fiscal years. The foregoing description of the terms of the EICP, as amended, does not purport to be complete and is qualified in its entirety by reference to the full text of the EICP, as amended, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.	Exhibits
99.1	Press Release of the Company dated February 25, 2026
104	Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)

The following items are filed as exhibits to this Current Report on Form 8-K:


Exhibit No.	Exhibits
10.1	Form of Restricted Stock Unit Award Agreement under the Shoe Carnival, Inc. Amended and Restated 2017 Equity Incentive Plan (cliff vesting)
10.2	Letter Agreement, dated March 5, 2026, between the Company and Clifton E. Sifford
10.3	Form of 2026 Performance Stock Unit Award Agreement under the Shoe Carnival, Inc. Amended and Restated 2017 Equity Incentive Plan (Executive Officers)
10.4	Shoe Carnival, Inc. Amended and Restated Executive Incentive Compensation Plan, as amended March 3, 2026
104	Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)

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: February 25, 2026	By:	/s/ W. Kerry Jackson
Date: March 9, 2026	By:	/s/ W. Kerry Jackson
		W. Kerry JacksonExecutive Vice President and Chief Financial Officer
		W. Kerry Jackson
		Executive Vice President and Chief Financial Officer

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