ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. On October 30, 2020, James B. Brown notified Stein Mart, Inc. (the "Company) of his decision to resign from his position as Executive Vice President and Chief Financial Officer to pursue another opportunity, effective immediately. Mr. Brown's decision to resign is not related to any disagreement with the Company or its auditors on any matter relating to the Company's operations, policies or practices.

Cautionary Note Regarding the Company's Bankruptcy Proceedings As previously disclosed, on August 12, 2020, the Company filed a voluntary petition in the United States Bankruptcy Court for the Middle District of Florida - Jacksonville Division seeking relief under the provisions of Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code"). The Company's case has been assigned the following case number, Case No. 3:20-bk-2387, by the Bankruptcy Court.

The Bankruptcy will result in holders of the Company's common stock receiving no value for their shares. Accordingly, trading in these securities is highly speculative and poses substantial risks. Trading prices for the Company's common stock may bear little or no relationship to the actual recovery, if any, by holders thereof in the Bankruptcy. Court filings and other documents related to the Bankruptcy process are available at https://cases.stretto.com/SteinMart.

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