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): June 21, 2021

SHOE CARNIVAL, INC.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (812) 867-4034

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):

Securities registered pursuant to Section 12(b) of the Act:

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 7.01 Regulation FD Disclosure.

The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

On June 21, 2021, Shoe Carnival, Inc. (the “Company”) issued a press release announcing a two-for-one stock split of the Company’s common stock and providing a business update for the full fiscal year 2021.  For the full fiscal year 2021, the Company anticipates net sales to be in excess of $1.15 billion and diluted net income per share to be in excess of $6.00 pre-stock split, or in excess of $3.00 post-stock split. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 8.01 Other Events.

On June 21, 2021, the Company announced that its Board of Directors has authorized a two-for-one stock split of the Company’s common stock. The stock split will be effected by the payment of a stock dividend of one share on each share of common stock to shareholders of record at the close of business on Tuesday, July 6, 2021. The dividend shares are scheduled to be distributed on Monday, July 19, 2021. The Company expects the adjusted number of shares outstanding and adjusted per-share stock price reported by the Nasdaq Stock Market to be effective Tuesday, July 20, 2021.  The Company’s recently announced cash dividend of $0.14 per share, which is also payable on July 19, 2021, will be paid on a pre-split basis.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.Exhibits

99.1Press Release of the Company Dated June 21, 2021

104Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)

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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.

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