Filed 2026-03-25 · Period ending 2026-01-31 · 32,016 words · SEC EDGAR
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# CATO CORP (CATO) — 10-K **Filed:** 2026-03-25 **Period ending:** 2026-01-31 **Accession:** 0001562762-26-000041 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/18255/000156276226000041/) **Origin leaf:** ab0044e4e494200d577f9228715b5fe1bd4bdd6f6c33a872b4d77f034b515ed2 **Words:** 32,016 --- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2026 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-31340 The Cato Corporation Registrant Delaware 56-0484485 State of Incorporation I.R.S. Employer Identification Number 8100 Denmark Road Charlotte , North Carolina 28273-5975 Address of Principal Executive Offices 704 / 554-8510 Registrants Telephone Number Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A - Common Stock, par value $.033 per share CATO New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non -accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Emerging Growth Company Non-accelerated filer Smaller reporting 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. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes No The aggregate market value of the Registrants Class A Common Stock held by non-affiliates of the Registrant as of August 2, 2025, the last business day of the Companys most recent second quarter, was $ 46,198,006 based on the last reported sale price per share on the New York Stock Exchange on that date. As of January 31, 2026, there were 17,976,854 shares of Class A common stock and 1,763,652 shares of Class B common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the proxy statement relating to the 2026 annual meeting of shareholders are incorporated by reference into Part III. 2 THE CATO CORPORATION FORM 10-K TABLE OF CONTENTS Page PART I Item 1. Business .......................................................................................................................... 5 10 Item 1A. Risk Factors .................................................................................................................... 10 23 Item 1B. Unresolved Staff Comments ........................................................................................... 23 Item 1C. Cybersecurity .................................................................................................................. 23 Item 2. Properties ........................................................................................................................ 24 Item 3. Legal Proceedings ........................................................................................................... 24 Item 3A. Executive Officers of the Registrant ............................................................................... 25 Item 4. Mine Safety Disclosures ................................................................................................. 25 PART II Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ........................................................................................ 26 28 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations .................................................................................................................. 29 34 Item 7A. Quantitative and Qualitative Disclosures About Market Risk ........................................ 34 Item 8. Financial Statements and Supplementary Data .............................................................. 35 67 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ....................................................................................................................... 68 Item 9A. Controls and Procedures ................................................................................................. 68 Item 9B. Other Information ........................................................................................................... 69 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections ............................ 69 PART III Item 10. Directors, Executive Officers and Corporate Governance ............................................. 70 Item 11. Executive Compensation ................................................................................................ 70 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ........................................................................................................ 70 Item 13. Certain Relationships and Related Transactions, and Director Independence ............... 71 Item 14. Principal Accountant Fees and Services ......................................................................... 71 PART IV Item 15. Exhibits and Financial Statement Schedules .................................................................. 72 Item 16. Form 10-K Summary . 74 3 Forward-looking Information The following information should be read along with the Consolidated Financial Statements, including the accompanying Notes appearing in this report. Any of the following are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended: (1) statements in this Form 10-K and any documents incorporated by reference that reflect projections or expectations of our future financial or economic performance; (2) statements that are not historical information; (3) statements of our beliefs, intentions, plans and objectives for future operations, including those contained in Managements Discussion and Analysis of Financial Condition and Results of Operations; (4) statements relating to our operations or activities for our fiscal year ending January 30, 2027 (fiscal 2026) and beyond, including, but not limited to, statements regarding expected amounts of capital expenditures and store openings, relocations, remodels and closures, statements regarding the potential impact of public health threats and related responses and mitigation efforts, as well as the potential impact of supply chain disruptions, extreme weather conditions, trade policies, inflationary pressures and other economic conditions on our business, results of operations and financial condition and statements regarding new store development strategy; and (5) statements relating to our future risks or contingencies. When possible, we have attempted to identify forward-looking statements by using words such as will, expects, anticipates, approximates, believes, estimates, hopes, intends, may, plans, could, would, should and any variations or negative formations of such words and similar expressions. We can give no assurance that actual results or events will not differ materially from those expressed or implied in any such forward-looking statements. Forward-looking statements included in this report are based on information available to us as of the filing date of this report, but subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by the forward-looking statements. Such factors include, but are not limited to, the following: any actual or perceived deterioration in the conditions that drive consumer confidence and spending, including, but not limited to, prevailing social, economic, political and public health conditions and uncertainties, levels of unemployment, fuel, energy and food costs, inflation, wage rates, tax rates, interest rates, home values, consumer net worth and the availability of credit; changes in laws, regulations or government policies affecting our business, including but not limited to tariffs and taxes; uncertainties regarding the impact of any governmental action regarding, or responses to, the foregoing conditions; competitive factors and pricing pressures; our ability to predict and respond to rapidly changing fashion trends and consumer demands; our ability to successfully open new stores in attractive locations and the ability of any such new stores to grow and perform as expected; underperformance or other factors that may lead to a continuation or acceleration of store closures and negatively affect the Companys profitability; adverse weather, public health threats, acts of war or aggression or similar conditions that may affect our sales or operations; inventory risks due to shifts in market demand, including the ability to liquidate excess inventory at anticipated margins; adverse developments or volatility affecting the financial services industry or broader financial markets; and other factors discussed under Risk Factors in Part I, Item 1A of this annual report on Form 10-K for the fiscal year ended January 31, 2026 (fiscal 2025), as amended or supplemented, and in other reports we file with or furnish to the Securities and Exchange Commission (SEC) from time to time. We do not undertake, and expressly decline, any obligation to update any such forward-looking information contained in this report, whether as a result of new information, future events, or otherwise. As used herein, the terms we, our, us, the Company or Cato include The Cato Corporation and its subsidiaries, unless the context indicates another meaning and except that when used with reference to common stock or other securities described herein and in describing the positions held by management of the Company, such terms include only The Cato Corporation. Our website is located at www.catofashions.com where we make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other reports (including amendments to these reports) filed or furnished pursuant to Section 13(a) or 15(d) under the Securities Exchange Act of 1934. These reports are available as soon as reasonably practicable after we 4 electronically file these materials with the SEC. We also post on our website the charters of our Audit, Compensation and Corporate Governance and Nominating Committees; our Corporate Governance Guidelines; Code of Business Conduct and Ethics and Code of Ethics for the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer and any amendments or waivers thereto for any of our directors or executive officers; and any other publicly available corporate governance materials contemplated by SEC or New York Stock Exchange regulations. The information contained on our website, www.catofashions.com, is not, and should in no way be construed as, a part of this or any other report that we filed with or furnished to the SEC. 5 PART I Item 1. Business: Background The Company, founded in 1946, operated 1,069 fashion specialty stores at January 31, 2026, in 31 states, principally in the southeastern United States, under the names Cato, Cato Fashions, Cato Plus, Its Fashion, Its Fashion Metro and Versona. The Cato concept seeks to offer quality fashion apparel and accessories at low prices every day, in junior/missy and plus sizes. The Cato concepts stores and e-commerce website feature a broad assortment of apparel and accessories, including dressy, career, and casual sportswear, dresses, coats, shoes, lingerie, costume jewelry and handbags. A major portion of the Cato concepts merchandise is sold under its private label and is produced by various vendors in accordance with the concepts specifications. The Its Fashion and Its Fashion Metro concepts offer fashion with a focus on the latest trendy styles for the entire family at low prices every day. The Versona concepts stores and e-commerce website offer quality fashion apparel items, jewelry and accessories at exceptional values every day. The Cache brand is a shop within Versona stores, as well as an e-commerce website, that offers elevated fashion apparel items and accessories. The Companys stores range in size from 2,400 to 19,000 square feet and are located primarily in strip shopping centers anchored by national discounters or market-dominant grocery stores. The Company emphasizes friendly customer service and coordinated merchandise presentations in an appealing store environment. The Company offers its own credit card and layaway plan. Credit and layaway sales under the Companys plan represented 6% of retail sales in fiscal 2025. See Note 13 to the Consolidated Financial Statements, Reportable Segment Information, for a discussion of information regarding the Companys two reportable segments: Retail and Credit. The Company has operated Cato-branded retail stores for 79 years. The Company originated as a family-owned business and made its first initial public offering of stock in 1968. In 1980, the Company went private and in 1987 again conducted an initial public offering. Business Strategy The Companys primary objective is to be the leading fashion specialty retailer for fashion and value in its markets. Management believes the Companys success is dependent upon its ability to differentiate its stores from department stores, mass merchandise discount stores and competing specialty stores. The key elements of the Companys business strategy are: Merchandise Assortment. The Companys stores offer a wide assortment of on-trend apparel and accessory items in primarily junior/missy, plus sizes, men and kids sizes, toddler to boys size 20 and girls size 16 with an emphasis on color, product coordination and selection. Colors and styles are coordinated and presented so that outfit selection is easily made. Value Pricing. The Company offers quality merchandise that is generally priced below comparable merchandise offered by department stores and mall specialty apparel chains, but is generally more fashionable than merchandise offered by discount stores. Management believes that the Company has positioned itself as the every day low price leader in its market segment. Strip Shopping Center Locations. The Company locates its stores principally in convenient strip centers anchored by national discounters or market-dominant grocery stores that attract large numbers of potential customers. Customer Service. Store managers and sales associates are trained to provide prompt and courteous service and to assist customers in merchandise selection and wardrobe coordination. 6 Credit and Layaway Programs . The Company offers its own credit card and a layaway plan to make the purchase of its merchandise more convenient for its customers. Merchandising Merchandising The Company seeks to offer a broad selection of high quality and exceptional value apparel and accessories to suit the various lifestyles of fashion and value-conscious customers. In addition, the Company strives to offer on-trend fashion in exciting colors with consistent fit and quality. The Companys merchandise lines include dressy, career, and casual sportswear, dresses, coats, shoes, lingerie, costume jewelry, handbags, mens wear and lines for kids and infants. The Company primarily offers exclusive merchandise with fashion and quality comparable to mall specialty stores at low prices, every day. The Company believes that the collaboration of its merchandising and design teams with an expanded in-house product development and direct sourcing function has enhanced merchandise offerings and delivers quality, exclusive on-trend styles at lower prices. The product development and direct sourcing operations provide research on emerging fashion and color trends, technical services and direct sourcing options. As a part of its merchandising strategy, members of the Companys merchandising and design staff visit selected stores to monitor the merchandise offerings of other retailers, regularly communicate with store operations associates and frequently confer with key vendors. The Company also takes aggressive markdowns on slow-selling merchandise and typically does not carry over merchandise to the next season. Purchasing, Allocation and Distribution Although the Company purchases merchandise from approximately 560 suppliers, most of its merchandise is purchased from approximately 100 primary vendors. In fiscal 2025, purchases from the Companys largest vendor accounted for approximately 14% of the Companys total purchases. The Company is not dependent on its largest vendor or any other vendor for merchandise purchases, and the loss of any single vendor or group of vendors would not have a material adverse effect on the Companys operating results or financial condition. A substantial portion of the Companys merchandise is sold under its private labels and is produced by various vendors in accordance with the Companys strict specifications. The Company sources a majority of its merchandise directly from manufacturers overseas, primarily in Southeast Asia and Egypt. These manufacturers are dependent on materials that are primarily sourced from China. The Company purchases its remaining merchandise from domestic importers and vendors, which typically minimizes the time necessary to purchase and obtain shipments; however, these vendors are dependent on materials primarily sourced from China. The Company opened its own overseas sourcing operations in 2014. Although a significant portion of the Companys merchandise is manufactured overseas, primarily in Southeast Asia, the Company does not expect that any economic, political, public health or social unrest in any one country would have a material adverse effect on the Companys ability to obtain adequate supplies of merchandise. However, the Company can give no assurance that any changes or disruptions in its merchandise supply chain would not materially and adversely affect the Company. See Risk Factors Risks Relating to Our Business Because we source a significant portion of our merchandise directly and indirectly from overseas, we are subject to risks associated with increased costs, changes, disruptions or other problems affecting the Companys merchandise supply chain, risks associated with trade policies, including costs and uncertainties as the result of actual or threatened tariffs, the risks of conducting international operations and risks that affect 7 the prevailing economic, social, geopolitical, public health and other conditions in the areas from which we source merchandise. These risks have and could continue to materially and adversely affect the Companys business, results of operations and financial condition. An important component of the Companys strategy is the allocation of merchandise to individual stores based on an analysis of sales trends by merchandise category, customer profiles and climatic conditions. A merchandise control system provides current information on the sales activity of each merchandise style in each of the Companys stores. Point-of-sale terminals in the stores collect and transmit sales and inventory information to the Companys central database, permitting timely response to sales trends on a store-by-store basis. All merchandise is shipped directly to the Companys distribution center in Charlotte, North Carolina, where it is inspected and then allocated by the merchandise distribution staff for shipment to individual stores. The flow of merchandise from receipt at the distribution center to shipment to stores is controlled by an online system. Shipments are made by common carrier, and each store receives at least one shipment per week. The centralization of the Companys distribution process also subjects it to risks in the event of damage to or destruction of its distribution facility or other disruptions affecting the distribution center or the flow of goods into or out of Charlotte, North Carolina. See Risk Factors Risks Relating to Our Information Technology, Related Systems and Cybersecurity A disruption or shutdown of our centralized distribution center or transportation network could materially and adversely affect our business and results of operations. Advertising The Company uses television, in-store signage, graphics, a Company website, two e-commerce websites and social media as its primary advertising media. The Companys total advertising expenditures were approximately 0.8%, 0.8% and 1.0% of retail sales for fiscal years 2025, 2024 and 2023, respectively. Store Operations The Companys store operations management team consists of four territorial managers, eight regional managers and 68 district managers. Regional managers receive a salary plus a bonus based on achieving targeted goals for sales and payroll. District managers receive a salary plus a bonus based on achieving targeted objectives for district sales increases. Stores are typically staffed with a manager, two assistant managers and additional part-time sales associates depending on the size of the store and seasonal personnel needs. In general, store managers are paid a salary or on an hourly basis as are all other store personnel. Store managers, assistant managers and sales associates are eligible for monthly and semi-annual bonuses based on achieving targeted goals for their respective stores sales increases. Store Locations Most of the Companys stores are located in the southeastern United States in a variety of markets ranging from small towns to large metropolitan areas with trade area populations of 20,000 or more. Stores average approximately 4,500 square feet in size. All of the Companys stores are leased. Approximately 94% are located in strip shopping centers and 6% in enclosed shopping malls. The Company typically locates stores in strip shopping centers anchored by a national discounter, primarily Walmart Supercenters, or market-dominant grocery stores. The Companys strip center locations provide ample parking and shopping convenience for its customers. The Companys store development activities consist of opening new stores in new and existing markets, relocating selected existing stores to more desirable locations in the same market area and 8 closing underperforming stores. The following table sets forth information with respect to the Companys development activities since fiscal 2021: Store Development Number of Stores Beginning of Number Number Number of Stores Fiscal Year Year Opened Closed End of Year 2021..... 1,330 6 25 1,311 2022..... 1,311 19 50 1,280 2023..... 1,280 9 111 1,178 2024......... 1,178 5 66 1,117 2025......... 1,117 - 48 1,069 The Company periodically reviews its store base to determine whether any particular store should be closed based on its sales trends and profitability. The Company intends to continue this review process to identify underperforming stores. Credit and Layaway Credit Card Program The Company offers its own credit card, which accounted for 3.3%, 3.4% and 3.4% of retail sales in fiscal 2025, 2024 and 2023, respectively. The Companys bad debt expense, net of recovery, was 4.9%, 3.9% and 3.6% of credit sales in fiscal 2025, 2024 and 2023, respectively. Customers applying for the Companys credit card are approved for credit if they have a satisfactory credit record and the Company has positively assessed the customers ability to make the required minimum payment. Customers are required to make minimum monthly payments based on their account balances. If the balance is not paid in full each month, the Company assesses the customer a finance charge. If payments are not received on time, the customer is assessed a late fee subject to regulatory limits. The Company introduced its loyalty program in October 2021. The loyalty program credits the customer points based on their purchases of merchandise using the Companys proprietary credit card. A point is earned for every dollar spent on merchandise purchases. A $5.00 rewards card is earned for every 250 points accumulated by the customer. The rewards card expires 90 days after the rewards card is issued. The impact of the loyalty program is immaterial to the fiscal 2025 financial statements. The loyalty program is accounted for in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . Layaway Plan Under the Companys layaway plan, merchandise is set aside for customers who agree to make periodic payments. The Company adds a nonrefundable administrative fee to each layaway sale. If no payment is made within four weeks, the customer is considered to have defaulted, and the merchandise is returned to the selling floor and again offered for sale, often at a reduced price. All payments made by customers who subsequently default on their layaway purchase are returned to the customer upon request, less the administrative fee and a restocking fee. The Company defers recognition of layaway sales to the accounting period when the customer picks up and completely pays for layaway merchandise. Administrative fees are recognized in the period in which the layaway is initiated. Recognition of restocking fees occurs in the accounting period when the customer defaults on the layaway purchase. Layaway sales represented approximately 2.6%, 2.8% and 3.0% of retail sales in fiscal 2025, 2024 and 2023, respectively. 9 Information Technology Systems The Companys information technology systems provide daily financial and merchandising information that is used by management to enhance the timeliness and effectiveness of purchasing and pricing decisions. Management uses a daily report comparing actual sales with planned sales and a weekly ranking report to monitor and control purchasing decisions. Weekly reports are also produced which reflect sales, weeks of supply of inventory and other critical data by product categories, by store and by various levels of responsibility reporting. Purchases are made based on projected sales, but can be modified to accommodate unexpected increases or decreases in demand for a particular item. Sales information is projected by merchandise category and, in some cases, is further projected and actual performance measured by stock keeping unit (SKU). Merchandise allocation models are used to distribute merchandise to individual stores based upon historical sales trends, climatic conditions, customer demographics and targeted inventory turnover rates. Competition The womens retail apparel industry is highly competitive. The Company believes that the principal competitive factors in its industry include merchandise assortment and presentation, fashion, price, store location and customer service. The Company competes with retail chains that operate similar womens apparel specialty stores. In addition, the Company competes with mass merchandise chains, discount store chains, major department stores, off -price retailers and internet-based retailers. Although we believe we compete favorably with respect to the principal competitive factors described above, many of our direct and indirect competitors are well-established national, regional or local chains, and some have substantially greater financial, marketing and other resources. The Company expects its stores in larger cities and metropolitan areas to face more intense competition. Seasonality Due to the seasonal nature of the retail business, the Company has historically experienced and expects to continue to experience seasonal fluctuations in its revenues, operating income and net income. Our stores typically generate a higher percentage of our annual net sales and profitability in the first and second quarters of our fiscal year compared to other quarters. Results of a period shorter than a full year may not be indicative of results expected for the entire year. Furthermore, the seasonal nature of our business may affect comparisons between periods. Regulation The Companys business and operations subject it to a wide range of local, state, national and international laws and regulations in a variety of areas, including but not limited to, trade, licensing and permit requirements, import and export matters, privacy and data protection, credit regulation, environmental matters, recordkeeping and information management, tariffs, taxes, intellectual property and anti-corruption. Though compliance with these laws and regulations has not had a material effect on our capital expenditures, results of operations or competitive position in fiscal 2025, the Company faces ongoing risks related to its efforts to comply with these laws and regulations and risks related to noncompliance, as discussed generally below throughout the Risk Factors section and in particular under Risk Factors Risks Relating to Accounting and Legal Matters Our business operations subject us to legal compliance and litigation risks, as well as regulations and regulatory enforcement priorities, which could result in increased costs or liabilities, divert our managements attention or otherwise adversely affect our business, results of operations and financial condition. 10 Human Capital As of January 31, 2026, the Company employed approximately 6,700 full-time and part-time associates. The Company also employs additional part-time associates during the peak retailing seasons. The Companys full-time associates are engaged in various executive, operating, and administrative functions in the home office and distribution center and the remainder are engaged in store operations. The Company is not a party to any collective bargaining agreements and considers its associate relations to be good. The Company offers a broad range of Company-paid benefits to its associates including medical and dental plans, paid vacation, a 401(k) plan, Employee Stock Purchase Plan, Employee Stock Ownership Plan, disability insurance, associate assistance programs, life insurance and an associate discount. The level of benefits and eligibility vary depending on the associates full-time or part-time status, date of hire, length of service and level of pay. The Company endeavors to promote an environment where all associates can develop and flourish, to provide opportunities for advancement, and to treat all of its associates with dignity and respect. The Company constantly strives to improve its training programs to develop associates. Over 80% of store and field management are promoted from within, allowing the Company to internally staff its store base. The Company has training programs at each level of store operations. The Company also performs ongoing reviews of its safety protocols, including measures to promote the health and safety of its associates. Item 1A. Risk Factors: An investment in our common stock involves numerous types of risks. You should carefully consider the following risk factors, in addition to the other information contained in this report, including the disclosures under Forward-looking Information above in evaluating our Company and any potential investment in our common stock. If any of the following risks or uncertainties occur or persist, our business, financial condition and operating results could be materially and adversely affected, the trading price of our common stock could decline, and you could lose all or a part of your investment in our common stock. The risks and uncertainties described in this section are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially and adversely affect our business, operating results, financial condition, and value of our common stock. These disclosures reflect the Companys beliefs and opinions as to factors that could materially and adversely affect the Company and its securities in the future. References to particular events or contingencies are provided as examples only and should not be interpreted as a complete listing or as any representation about whether or not such events or contingencies have occurred in the past or may occur in the future. Risks Relating to Our Business: Because we source a significant portion of our merchandise directly and indirectly from overseas, we are subject to risks associated with increased costs, changes, disruptions or other problems affecting the Companys merchandise supply chain, risks associated with trade policies, including costs and uncertainties as the result of actual or threatened tariffs, the risks of conducting international operations and risks that affect the prevailing economic, social, geopolitical, public health and other conditions in the areas from which we source merchandise. These risks have and could continue to materially and adversely affect the Companys business, results of operations and financial condition. We do not own or operate any manufacturing facilities. As a result, the continued success of our operations is tied to our timely receipt of quality merchandise from third party manufacturers at a reasonable cost. A significant amount of our merchandise is manufactured overseas, principally in Southeast Asia and Egypt. Geopolitical tensions, conflicts, sanctions, prohibitions, additional actual or threatened tariffs, compliance and reporting requirements have resulted in increased costs associated with 11 merchandise produced in certain regions. Any new sanctions, tariffs and reporting requirements enacted in the future may further increase our costs associated with sourcing products from those regions or limit our ability to procure the products we source, and our ability to source these products from other regions may be limited or result in increased sourcing costs. We are subject to supply chain disruptions affecting transit times and costs, including disruptions from issues related to vessels transiting the Suez Canal and Red Sea, which are being forced to travel a much longer distance around the Cape of Good Hope due to the hostilities in the Middle East. These issues have and may continue to drive up our ocean freight costs, delay merchandise deliveries, and impact our ability to access the already limited supply of ocean container shipping capacity that we require. Additionally, we may be subject to additional costs related to our supply chain such as increased facility fees, fuel costs, peak surcharges and other additional charges to transport our goods, which may increase our costs. We also are subject to domestic supply chain disruptions, including lack of domestic intermodal transportation (trucks and drivers), domestic port congestion, including increased dwell times for incoming container ships, lack of container yard capacity and lack of available drayage from the ports and other conditions that impact our domestic supply chain. These supply chain risks have and may continue to result in both higher costs to transport our merchandise and delayed merchandise arrivals to our stores, which adversely affect our ability to sell this merchandise and increase markdowns of it. We directly import some of this merchandise and indirectly import the remaining merchandise from domestic vendors who acquire the merchandise from foreign sources. Further, our third-party vendors are dependent on materials primarily sourced from China, and our costs for these materials are likely to increase as a result of newly implemented tariffs on Chinese products. We are subject to numerous risks that can cause significant delays or interruptions in the supply of our merchandise or increase our costs. These risks include political unrest, labor disputes, terrorism, war, public health threats, including but not limited to communicable diseases (such as COVID-19 or other pandemics), financial or other forms of instability or other events resulting in the disruption of trade from countries affecting our supply chain, increased security requirements for imported merchandise, or the imposition of, or changes in, laws, regulations or changes in duties, quotas, tariffs, taxes or governmental policies regarding or responses to these matters or other factors affecting the availability or cost of imports. If we are unable to pass these increased sourcing costs onto our vendors or our customers, it may adversely impact our results of operations. Increased product costs, freight costs, wage increases and operating costs due to inflation and other factors, as well as limitations in our ability to offset these cost increases by increasing the retail prices of our products or otherwise, have and may continue to adversely affect our business, margins, results of operations and financial condition. Our ability to raise retail prices in response to these cost increases is limited, in part due to our customers unwillingness to pay higher prices for discretionary items in light of actual or perceived effects of pricing pressure on consumer confidence, limited customer disposable income to purchase our products, sentiment or financial outlook. Moreover, the persistence or worsening of these conditions could also lead our customers to reduce their amount of current discretionary spending on our products even in the absence of price increases, which could erode our sales volume and adversely affect our results of operations and financial condition. Any actual or perceived deterioration in the conditions that drive consumer confidence and spending have and may continue to materially and adversely affect consumer demand for our apparel and accessories and our results of operations. Consumer spending habits, including spending for our apparel and accessories, are affected by, among other things, prevailing social, economic, political and public health conditions and uncertainties (such as matters under debate in the U.S. from time to time regarding budgetary, spending and tax policies), levels of employment, fuel costs, inflation, interest rates, energy and food costs, salaries and 12 wage rates and other sources of income, tax rates, home values, consumer net worth, the availability of consumer credit, consumer confidence and consumer perceptions of adverse changes in or trends affecting any of these conditions. Any perception that these conditions may be worsening or continuing to trend negatively may significantly weaken many of these drivers of consumer spending habits. Adverse perceptions of these conditions or uncertainties regarding them also generally cause consumers to defer purchases of discretionary items, such as our merchandise, or to purchase cheaper alternatives to our merchandise, all of which may also adversely affect our net sales and results of operations. In addition, numerous events, whether or not related to actual economic conditions, such as downturns in the stock markets, acts of war or terrorism, geopolitical uncertainty or unrest or natural disasters, outbreaks of disease or similar events, may also dampen consumer confidence, and accordingly, lead to reduced consumer spending. Any of these events could have a material adverse effect on our business, results of operations and financial condition. Fluctuations in the price, availability and quality of inventory have and may continue to result in higher cost of goods, which the Company may not be able to pass on to its customers. The price and availability of raw materials may be impacted by demand and supply fluctuations, regulation, tariffs, weather and crop yields, currency value fluctuations, inflation, as well as other factors. Additionally, manufacturers have and may continue to have increases in other manufacturing costs, such as transportation, labor and benefit costs. These increases in production costs may result in higher merchandise costs to the Company. Due to the Companys limited flexibility in price point, the Company may not be able to pass on those cost increases to the consumer, which could have a material adverse effect on our margins, results of operations and financial condition. Our inability to effectively manage inventory has impacted and may continue to negatively impact our gross margin and our overall results of operations. Factors affecting sales include fashion trends, customer preferences, calendar and holiday shifts, competition, weather, supply chain issues, actual or potential public health threats and economic conditions, including but not limited to continued high interest rates and persistent inflation. In addition, merchandise must be ordered well in advance of the applicable selling season and before trends are confirmed by sales. When we are not able to accurately predict customers preferences for our fashion items, we may have too much inventory, which may cause excessive markdowns. When we are unable to accurately predict demand for our merchandise, we may end up with inventory shortages, resulting in missed sales. Our inability to effectively manage inventory may continue to adversely affect our gross margin and results of operations. The competitive hiring environment and our failure to attract, train, and retain skilled personnel has and could continue to adversely affect our business and our financial condition. Like most retailers, we experience significant associate turnover rates, particularly among store sales associates and managers. Moreover, attracting and retaining skilled personnel has been and could continue to be challenging. To offset this turnover as well as support new store growth, we must continually attract, hire and train new store associates to meet our staffing needs. A significant increase in the turnover rate among our store sales associates and managers would increase our recruiting and training costs, as well as possibly cause a decrease in our store operating efficiency and productivity. We compete for qualified store associates, as well as experienced management personnel, with other companies in our industry or other industries, many of whom have greater financial resources than we do. In addition, we depend on key management personnel to oversee the operational divisions of the Company for the support of our existing business and future expansion. The success of executing our business strategy depends in large part on retaining key management. We compete for key management 13 personnel with other retailers, and our inability to attract and retain qualified personnel could limit our ability to grow. If we are unable to retain our key management and store associates or attract, train, or retain other skilled personnel in the future, we may not be able to service our customers effectively or execute our business strategy, which could adversely affect our business, operating results and financial condition. The currently competitive environment for hiring new associates and retaining existing associates is causing wages to increase, which has affected and could continue to adversely affect our business, margins, operating results and financial condition if we cannot offset these cost increases. Our ability to attract consumers and grow our revenues is dependent on the success of our store location strategy and our ability to successfully open new stores as planned. Our sales are dependent in part on the location of our stores in shopping centers and malls where we believe our consumers and potential consumers shop. In addition, our ability to grow our revenues has been substantially dependent on our ability to secure space for and open new stores in attractive locations. Shopping centers and malls where we currently operate existing stores or seek to open new stores have been and may continue to be adversely affected by, among other things, general economic downturns or those particularly affecting the commercial real estate industry, the closing of anchor stores, changes in tenant mix and changes in customer shopping preferences, including but not limited to an increase in preference for online versus in-person shopping. To take advantage of consumer traffic and the shopping preferences of our consumers, we need to maintain and acquire stores in desirable locations where competition for suitable store locations is intense. A decline in customer popularity of the strip shopping centers where we generally locate our stores or in availability of space in desirable centers and locations, or an increase in the cost of such desired space, has limited and could further limit our ability to open new stores, adversely affecting consumer traffic and reducing our sales and net earnings or increasing our operating costs. Our ability to open and operate new stores depends on many factors, some of which are beyond our control. These factors include, but are not limited to, our ability to identify suitable store locations, negotiate acceptable lease terms, secure necessary governmental permits and approvals and hire and train appropriate store personnel. In addition, our continued expansion into new regions of the country where we have not done business before may present new challenges in competition, distribution and merchandising as we enter these new markets. Our failure to successfully and timely execute our plans for opening new stores or the failure of these stores to perform up to our expectations could adversely affect our business, results of operations and financial condition. Continued high interest rates have and may continue to adversely impact our customers discretionary income or willingness to purchase discretionary items, which may adversely affect our business, margins, results of operations and financial condition. Continued high interest rates have adversely affected our customers discretionary income, in part due to increased interest costs associated with credit accounts including revolving credit accounts, car loans, mortgage loans and other credit accounts. In addition, the increased payments due to higher interest rates, combined with continued inflationary pressures on non-discretionary items, including food, fuel and shelter, reduce our customers discretionary income and their willingness to purchase discretionary items such as apparel, shoes or jewelry products. Any reduction in our customers discretionary spending on our products could erode our sales volume and adversely affect our results of operations and financial condition. 14 The operation of our sourcing offices in Asia presents increased operational and legal risks. In October 2014, we established our own sourcing offices in Asia. If our sourcing offices are unable to successfully oversee merchandise production to ensure that product is produced on time and within the Companys specifications, our business, brand, reputation, costs, results of operations and financial condition could be materially and adversely affected. In addition, the current business environment, including geopolitical issues, make operating in certain Asian markets challenging. To the extent we explore other countries to source our product or explore increasing the amount of product sourced from current countries, we may be subject to additional increased legal and operational risks associated with doing business in new countries or increasing our business in other countries. Further, the activities conducted by our sourcing offices outside the United States subject us to foreign operational risks, as well as U.S. and international regulations and compliance risks, as discussed elsewhere in this Risk Factors section, in particular below under Risk Factors Risks Relating to Accounting and Legal Matters Our business operations subject us to legal compliance and litigation risks, as well as regulations and regulatory enforcement priorities, which could result in increased costs or liabilities, divert our managements attention or otherwise adversely affect our business, results of operations and financial condition. Extreme weather, natural disasters, impacts of climate change, public health threats or similar events have and may continue to adversely affect our sales or operations from time to time. Extreme changes in weather, natural disasters, physical impacts of climate change, public health threats or similar events can influence customer trends and shopping habits. For example, heavy rainfall or other extreme weather conditions, including but not limited to winter weather over a prolonged period, might make it difficult for our customers to travel to our stores and thereby reduce our sales and profitability. Our business is also susceptible to unseasonable weather conditions. For example, extended periods of unseasonably warm temperatures during the winter season or cool weather during the summer season can render a portion of our inventory incompatible with those unseasonable conditions. Reduced sales from extreme or prolonged unseasonable weather conditions would adversely affect our business. The occurrence or threat of extreme weather, natural disasters, power outages, terrorist acts, outbreaks of flu or other communicable diseases (such as COVID-19) or other catastrophic events could reduce customer traffic in our stores and likewise disrupt our ability to conduct operations, which would materially and adversely affect us and could adversely affect our reputation and results of operations. The inability of third-party vendors to produce goods on time and to the Companys specifications may adversely affect the Companys business, results of operations and financial condition. Our dependence on third-party vendors to manufacture and supply our merchandise subjects us to numerous risks that our vendors will fail to perform as we expect. For example, the deterioration in any of our key vendors financial condition, their failure to ship merchandise in a timely manner that meets our specifications, or other failures to follow our vendor guidelines or comply with applicable laws and regulations, including compliant labor, environmental practices and product safety, could expose us to operational, quality, competitive, reputational and legal risks. If we are not able to timely or adequately replace the merchandise we currently source with merchandise produced elsewhere, or if our vendors fail to perform as we expect, our business, results of operations and financial condition could be adversely affected. Activities conducted by us or on our behalf outside the United States further subject us to numerous U.S. and international regulations and compliance risks, as discussed below under Risk Factors Risks Relating to Accounting and Legal Matters Our business operations subject us to legal compliance and litigation risks, as well as regulations and regulatory enforcement priorities, which could 15 result in increased costs or liabilities, divert our managements attention or otherwise adversely affect our business, results of operations and financial condition. Existing and increased competition in the womens retail apparel industry may negatively impact our business, results of operations, financial condition and market share. The womens retail apparel industry is highly competitive. We compete primarily with discount stores, mass merchandisers, department stores, off-price retailers, specialty stores and internet-based retailers, many of which have substantially greater financial, marketing and other resources than we have. Many of our competitors offer frequent promotions and reduce their selling prices. In some cases, our competitors are expanding into markets in which we have a significant market presence. In addition, our competitors also compete for the same retail store space. As a result of this competition, we may experience pricing pressures, increased marketing expenditures, increased costs to open new stores, as well as loss of market share, which could materially and adversely affect our business, results of operations and financial condition. If we are unable to anticipate, identify and respond to rapidly changing fashion trends and customer demands in a timely manner, our business and results of operations could materially suffer. Customer tastes and fashion trends, particularly for womens apparel, are volatile, tend to change rapidly and cannot be predicted with certainty. Our success depends in part upon our ability to consistently anticipate, design and respond to changing merchandise trends and consumer preferences in a timely manner. Accordingly, any failure by us to anticipate, identify, design and respond to changing fashion trends could adversely affect consumer acceptance of our merchandise, which in turn could adversely affect our business, results of operations and our image with our customers. If we miscalculate either the market for our merchandise or our customers tastes or purchasing habits, we may be required to sell a significant amount of inventory at below-average markups over cost, or below cost, which would adversely affect our margins and results of operations. Adverse developments affecting the financial services industry or events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties could adversely affect our business, financial condition or results of operations. Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to sporadic or market-wide liquidity problems that could adversely affect us. If any of our transactional counterparties, such as our merchandise vendors and their factors, our landlords, our payment processors including credit card, gift card and checks, our transportation vendors and other vendors that provide services and supplies to us, are unable to access funds or lending arrangements with such a financial institution, such parties ability to pay their obligations could be adversely affected. If this occurred we could be adversely impacted by not receiving the product we ordered or the payments generated by our sales, by not being able to receive products to our distribution center or our stores in a timely manner or at all, or by not being able to retain services from third parties that we require. These impacts may adversely affect our financial condition, results of operations and our ability to execute our business strategy. Furthermore, these adverse developments affecting the financial services industry or related perceptions may negatively impact our customers discretionary income or our customers willingness to purchase apparel, shoes or jewelry products. Any reduction in our customers discretionary spending on our products could erode our sales volume and adversely affect our results of operations and financial condition. 16 Risks Relating to Our Information Technology, Related Systems and Cybersecurity: A failure or disruption relating to our information technology systems could adversely affect our business. We rely on our existing information technology systems for merchandise operations, including merchandise planning, replenishment, pricing, ordering, markdowns and product life cycle management. In addition to merchandise operations, we utilize our information technology systems for our distribution processes, as well as our financial systems, including accounts payable, general ledger, accounts receivable, sales, banking, inventory and fixed assets. Despite the precautions we take, our information systems are or may be vulnerable to disruption or failure from numerous events, including but not limited to, natural disasters, severe weather conditions, power outages, technical malfunctions, cyberattacks, acts of war or terrorism, similar catastrophic events or other causes beyond our control or that we fail to anticipate. Any disruption or failure in the operation of our information technology systems, our failure to continue to upgrade or improve such systems, or the cost associated with maintaining, repairing or improving these systems, could adversely affect our business, results of operations and financial condition. Modifications and/or upgrades to our current information technology systems may also disrupt our operations. A disruption or shutdown of our centralized distribution center or transportation network could materially and adversely affect our business and results of operations. The distribution of our products is centralized in one distribution center in Charlotte, North Carolina and distributed through our network of third-party freight carriers. The merchandise we purchase is shipped directly to our distribution center, where it is prepared for shipment to the appropriate stores and subsequently delivered to the stores by our third-party freight carriers. If the distribution center or our third-party freight carriers were to be shut down or lose significant capacity for any reason, including but not limited to, any of the causes described above under A failure or disruption relating to our information technology systems could adversely affect our business, our operations would likely be seriously disrupted. Such problems could occur as the result of any loss, destruction or impairment of our ability to use our distribution center, as well as any broader problem generally affecting the ability to ship goods into our distribution center or deliver goods to our stores. As a result, we could incur significantly higher costs and longer lead times associated with distributing our products to our stores during the time it takes for us to reopen or replace the distribution center and/or our transportation network. Any such occurrence could adversely affect our business, results of operations and financial condition. A security breach that results in unauthorized access to or disclosure of employee, Company or customer information or a ransomware attack could adversely affect our costs, reputation and results of operations, and efforts to mitigate these risks may continue to increase our costs. The protection of employee, Company and customer data is critical to the Company. Any security breach, mishandling, human or programming error or other event that results in the misappropriation, loss or other unauthorized disclosure of employee, Company or customer information, including but not limited to credit card data or other personally identifiable information, could severely damage the Company's reputation, expose it to remediation and other costs and the risks of legal proceedings, disrupt its operations and otherwise adversely affect the Company's business and financial condition. The security of certain of this information also depends on the ability of third-party service providers, such as those we use to process credit and debit card payments as described below under We are subject to payment-related risks, to properly handle and protect such information. Our information systems and those of our third-party service providers are subject to ongoing and persistent cybersecurity threats from those seeking unauthorized access through means which are continually evolving and may be difficult to anticipate or detect for long periods of time. Despite measures the Company takes to protect confidential information against unauthorized access or disclosure, which measures are ongoing and may continue to 17 increase our costs, there is no assurance that such measures will prevent the compromise of such information. If our measures are unsuccessful due to cyberattacks or otherwise, it could have a material adverse effect on the Company's reputation, business, operating results, financial condition and cash flows. In addition, the Company may be subject to ransomware attacks, which if successful could result in disruptions to the Companys operations and expose it to remediation and other costs, risks of legal proceedings, damage the Companys reputation and otherwise adversely affect the Company's business and financial condition. The Companys failure to successfully operate its e-commerce websites or fulfill customer expectations could adversely impact customer satisfaction, our reputation and our business. Although the Company's e-commerce platform provides another channel to drive incremental sales, expose existing customers with the online shopping experience and introduce a new customer base to the Company, it also exposes us to numerous risks. We are subject to potential failures in the efficient and uninterrupted operation of our websites, customer contact center or our distribution center, including system failures caused by telecommunication or software system providers, order volumes that exceed our present system capabilities, electrical outages, mechanical problems and human error. Our e- commerce platform may also expose us to greater potential for security or data breaches involving the unauthorized access to or disclosure of customer information, as discussed above under A security breach that results in unauthorized access to or disclosure of employee, Company or customer information or a ransomware attack could adversely affect our costs, reputation and results of operations, and efforts to mitigate these risks may continue to increase our costs. We are also subject to risk related to delays or failures in the performance of third parties, such as shipping companies, including delays associated with labor strikes or slowdowns or adverse weather conditions. If the Company does not successfully meet the challenges of operating e-commerce websites or fulfilling customer expectations, the Company's business and sales could be adversely affected. We are subject to payment-related risks. We accept payments using a variety of methods, including third-party credit cards, buy now, pay later services, our own branded credit card, debit cards, gift cards and physical and electronic bank checks. For existing and future payment methods we offer to our customers, we are subject to fraud risk and to additional regulations and compliance requirements (including obligations to implement enhanced authentication processes that could result in increased costs and reduce the ease of use of certain payment methods). For certain payment methods, including credit and debit cards, we pay interchange and other fees, which have increased from time to time and may continue to increase over time, raising our operating costs and lowering profitability. We rely on third-party service providers for payment processing services, including the processing of credit and debit cards. In each case, it could disrupt our business if these third-party service providers become unwilling or unable to provide these services to us. We are also subject to payment card association operating rules, including data security rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with these rules or requirements, or if our data security systems are breached or compromised, we may be liable for card-issuing banks costs and subject to fines and higher transaction fees. In addition, we may lose our ability to accept credit and debit card payments from our customers and process electronic funds transfers or facilitate other types of payments, and our business and operating results could be adversely affected. We are exposed to risks related to the use of AI by us and our competitors. We are exploring incorporating artificial intelligence (AI) capabilities into the development of technologies, our business operations and our merchandise. AI technology is complex and rapidly evolving and may subject us to significant competitive, legal, regulatory, operational and other risks. There is no guarantee that our use of AI will enhance our technologies, benefit our business operations, or 18 produce apparel and accessories that are preferred by our customers. Our competitors may be more successful in their AI strategy and develop superior products with the aid of AI technology. Additionally, AI algorithms or training methodologies may be flawed, and datasets may contain irrelevant, insufficient or biased information, which can cause errors in outputs. This may give rise to legal liability, damage our reputation, and materially harm our business. The use of AI in the development of our products could also cause loss of intellectual property, as well as subject us to risks related to intellectual property infringement or misappropriation, data privacy and cybersecurity. The United States and other countries may adopt laws and regulations related to AI. These laws and regulations could cause us to incur greater compliance costs and limit the use of AI in the development of our products. Any failure or perceived failure by us to comply with these regulatory requirements could subject us to legal liabilities, damage our reputation, or otherwise have a material and adverse impact on our business. Risks Relating to Accounting and Legal Matters: Our business operations subject us to legal compliance and litigation risks, as well as regulations and regulatory enforcement priorities, which could result in increased costs or liabilities, divert our managements attention or otherwise adversely affect our business, results of operations and financial condition. Our operations are subject to federal, state and local laws, rules and regulations, as well as U.S. and foreign laws and regulations relating to our activities in foreign countries from which we source our merchandise and operate our sourcing offices. Our business is also subject to regulatory and litigation risk in all of these jurisdictions, including foreign jurisdictions that may lack well-established or reliable legal systems for resolving legal disputes. Compliance risks and litigation claims have arisen and may continue to arise in the ordinary course of our business and include, among other issues, intellectual property issues, employment issues, commercial disputes, product-oriented matters, tax, customer relations and personal injury claims. International activities subject us to numerous U.S. and international regulations, including but not limited to, restrictions on trade, license and permit requirements, import and export license requirements, privacy and data protection laws, environmental laws, records and information management regulations, tariffs and taxes and anti-corruption laws, violations of which by employees or persons acting on the Companys behalf may result in significant investigation costs, severe criminal or civil sanctions and reputational harm. These and other liabilities to which we may be subject could negatively affect our business, operating results and financial condition. These matters frequently raise complex factual and legal issues, which are subject to risks and uncertainties and could divert significant management time. The Company may also be subject to regulatory reviews and audits, the results of which could materially and adversely affect our business, results of operations and financial condition. In addition, governing laws, rules and regulations, and interpretations of existing laws are subject to change from time to time. Compliance and litigation matters could result in unexpected expenses and liability, as well as have an adverse effect on our operations and our reputation. New legislation or regulation and interpretation of existing laws and regulations, including those related to data privacy, AI or sustainability matters, could increase our costs of compliance, technology and business operations. The interpretation of existing or new laws to existing and evolving technology and business practices can be uncertain and may lead to additional compliance risk and cost. Maintaining and improving our internal control over financial reporting and other requirements necessary to operate as a public company may strain our resources, and any material failure in these controls may negatively impact our business, the price of our common stock and market confidence in our reported financial information. As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the rules of the SEC and New York Stock Exchange and certain aspects of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) and 19 related rule-making that has been and may continue to be implemented over the next several years under the mandates of the Dodd-Frank Act. The requirements of these rules and regulations have increased, and may continue to increase, our compliance costs and place significant strain on our personnel, systems and resources. To satisfy the SECs rules implementing the requirements of Section 404 of the Sarbanes- Oxley Act of 2002, we must continue to document, test, monitor and enhance our internal control over financial reporting, which is a costly and time-consuming effort that must be re-evaluated frequently. We cannot give assurance that our disclosure controls and procedures and our internal control over financial reporting, as defined by applicable SEC rules, will be adequate in the future. Any failure to maintain the effectiveness of internal control over financial reporting or to comply with the other various laws and regulations to which we are and will continue to be subject, or to which we may become subject in the future, as a public company could have an adverse material impact on our business, our financial condition and the price of our common stock. In addition, our efforts to comply with these existing and new requirements could significantly increase our compliance costs. Adverse litigation matters may adversely affect our business and our financial condition. From time to time the Company is involved in litigation and other claims against our business. Primarily these arise in the normal course of business but are subject to risks and uncertainties, and could require significant management time. The Companys periodic assessment of litigation-related matters may change in light of the discovery of facts not presently known to us or determinations by judges, juries or other finders of fact. We may also be subjected to legal matters not yet known to us. Adverse decisions or settlements of disputes may negatively impact our business, reputation and financial condition. If we fail to protect our trademarks and other intellectual property rights or infringe the intellectual property rights of others, our business, brand image, growth strategy, results of operations and financial condition could be adversely affected. We believe that our Cato, Its Fashion, Its Fashion Metro, Versona, Cache and Body Central trademarks are integral to our store designs, brand recognition and our ability to successfully build consumer loyalty. Although we have registered these trademarks with the U.S. Patent and Trademark Office (PTO) and have also registered, or applied for registration of, additional trademarks with the PTO that we believe are important to our business, we cannot give assurance that these registrations will prevent imitation of our trademarks, merchandising concepts, store designs or private label merchandise or the infringement of our other intellectual property rights by others. Infringement of our names, concepts, store designs or merchandise generally, or particularly in a manner that projects lesser quality or carries a negative connotation of our image could adversely affect our business, financial condition and results of operations. The Company is from time to time subject to claims that its products, processes, advertising, or trademarks infringe the intellectual property rights of others. The defense of these claims, even if ultimately successful, may result in costly litigation, and if the Company is not successful in its defense, it could be subject to injunctions and liability for damages or royalty obligations, and the Companys sales, profitability, cash flows, financial condition and reputation could be adversely affected. Changes to accounting rules and regulations may adversely affect our reported results of operations and financial condition. Changes to U.S. Generally Accepted Accounting Principles and SEC accounting, disclosure and reporting rules and regulations are common and have become more frequent and significant in the past several years. Changes in accounting rules, disclosures or regulations and varying interpretations of existing accounting rules, disclosures and regulations have significantly affected our reported financial statements and those of other participants in the retail industry in the past and may continue to do so in the future. Future changes to accounting rules, disclosures or regulations may adversely affect our 20 reported results of operations and financial position or perceptions of our performance and financial condition. Changes in tax and accounting laws and the mix and level of earnings in any of the jurisdictions in which we operate and the outcome of tax audits can cause fluctuations in our overall tax rate, which impact our reported earnings. We are subject to income taxes in the United States and numerous domestic states, as well as foreign jurisdictions. In addition, our products are subject to import and excise duties and/or sales, consumption or value-added taxes in many jurisdictions. Significant judgment is required to determine and estimate tax liabilities, and there are many transactions and calculations where the ultimate tax determination is uncertain. We record tax expense based on our estimates of future payments, which include reserves for estimates of probable settlements of domestic and foreign tax audits. At any one time, many tax years are subject to audit by various taxing jurisdictions. Adverse determinations in these audits may have an adverse effect on our reported financial results in the period such determinations are made, as well as in future periods. In addition, our effective tax rate may be materially impacted by changes in tax rates and duties, the mix and level of earnings or losses by taxing jurisdictions, or by changes to existing accounting rules or regulations. As a result, we expect that throughout the year there could be ongoing variability in our quarterly tax rates as events occur and exposures are evaluated. Changes to foreign or domestic tax and accounting laws and regulations, the outcome of tax audits and changes in the mix and level of earnings by jurisdictions could have a material impact on our effective tax rate, financial condition, results of operations or cash flows. Continued scrutiny and changing expectations surrounding sustainability matters from investors, customers, government regulators and other stakeholders may impose additional reporting requirements, additional costs and compliance risks. Public companies from across all industries have and may continue to face scrutiny from investors, customers, regulators and other stakeholders concerning sustainability matters. In the U.S., there have been numerous initiatives at the federal and state level to impose new or enhanced disclosure requirements regarding climate emissions, sustainability, workforce composition and related metrics, among other topics. Complying with these complex reporting obligations or expectations could increase our costs associated with compliance, disclosure and reporting. Furthermore, evolving laws, regulations or stakeholder expectations may result in uncertain, potentially burdensome, and changing reporting requirements or expectations, and our failure to comply with such requirements or expectations may adversely affect our reputation, business or financial performance. Risks Relating to Our Investments and Liquidity: We may experience market conditions or other events that could adversely impact the valuation and liquidity of, and our ability to access, our short-term investments, cash and cash equivalents and our revolving line of credit. Our short-term investments and cash equivalents are primarily comprised of investments in federal, state, municipal and corporate debt securities. The value of those securities may be adversely impacted by factors relating to these securities, similar securities or the broader credit markets in general. Many of these factors are beyond our control, and include but are not limited to changes to credit ratings, rates of default, collateral value, discount rates, and strength and quality of market credit and liquidity, potential disruptions in the capital markets and changes in the underlying economic, financial and other conditions that drive these factors. As federal, state and municipal entities struggle with declining tax revenues and budget deficits, we cannot be assured of our ability to timely access these investments if the market for these issues declines. Similarly, the default by issuers of the debt securities we hold or similar securities could impair the value or liquidity of our investments. The development or persistence of any of these 21 conditions could adversely affect our financial condition, results of operations and ability to execute our business strategy. In addition, we have significant amounts of cash and cash equivalents at financial institutions that are in excess of the federally insured limits. An economic downturn or development of adverse conditions affecting the financial sector and stability of financial institutions could cause us to experience losses on our deposits. Our ability to access credit markets and our revolving line of credit, either generally or on favorable market terms, may be impacted by the factors discussed in the preceding paragraph, as well as continued compliance with covenants under our revolving credit agreement. The development or persistence of any of these adverse factors or failure to comply with covenants on which our borrowing is conditioned may adversely affect our financial condition, results of operations and our ability to access our revolving line of credit and to execute our business strategy. The terms of our asset-based revolving credit facility (ABL Facility) restrict our operations and financial flexibility, which could adversely affect our ability to respond to changes in our business and to manage our operations. We are subject to the borrowing terms of our ABL Facility, which is limited by a borrowing base consisting of certain eligible accounts receivable and eligible inventory, reduced by specified reserves, as follows: 90% of eligible credit card receivables, plus 90% of the net recovery percentage of eligible inventory multiplied by the most recent appraised value of such inventory, calculated at the lower of (a) cost computed on a first-in first-out basis or (b) market value (net of intercompany profits and certain other adjustments), minus applicable reserves. In addition, the ABL Facility prohibits minimum excess availability at any time to be less than the greater of (i) 10% of the loan cap (defined as the lesser of (A) the borrowing base at such time and (B) $35 million (as of the date hereof)) and (ii) $5 million. In addition, the covenants under our ABL Facility include restrictions that, among other things, limit our ability to incur additional indebtedness, create liens on assets, make investments, loans or advances, engage in mergers, consolidations, sell assets, make acquisitions, pay dividends and make other restricted payments, and enter into transactions with affiliates. A failure by us to comply with these covenants could result in an event of default, which could adversely affect our ability to respond to changes in our business and manage our operations. Upon the occurrence of an event of default, the lenders could elect to declare all amounts outstanding to be immediately due and payable and exercise other remedies as set forth under our ABL Facility, including without limitation foreclosing on the collateral pledged to such lenders. If the indebtedness under our ABL Facility was to be accelerated, our future financial condition could be materially adversely affected. Risks Relating to the Market Value of Our Common Stock: The interests of our principal shareholder may limit the ability of other shareholders to influence the direction of the Company and otherwise affect our corporate governance and the market price of our common stock. Our common stock consists of two classes: Class A and Class B. Holders of Class A common stock are entitled to one vote per share, and holders of Class B common stock are entitled to 10 votes per share, on all matters to be voted on by our common shareholders. All of the shares of Class B common stock are beneficially owned by John P. D. Cato. As a result, Mr. Cato owns a significant economic interest in the Company and the majority of the total voting power of our outstanding common stock at 53.3% as of 22 March 23, 2026. In addition, Mr. Cato serves as Chairman of the Board of Directors, President and Chief Executive Officer. As a result, Mr. Cato has the ability to substantially influence or determine the outcome of all matters requiring approval by the shareholders, including the election of directors and the approval of mergers and other business combinations or other significant Company transactions. Mr. Cato may have interests that differ from those of other shareholders and may vote in a way with which other shareholders disagree or perceive as adverse to their interests. The concentration of voting power held by Mr. Cato could discourage potential investors from acquiring our common stock and could also have the effect of preventing, discouraging or deferring a change in control of the Company, even if the change in control might benefit the shareholders generally. This ownership concentration may adversely impact the trading of our Class A common stock because of perceptions of a conflict of interest, thereby depressing the value of our Class A common stock. Mr. Cato also has the ability to control the management of the Company as a result of his position as Chief Executive Officer. Further, we qualify for exemption as a controlled company from compliance with certain New York Stock Exchange corporate governance listing standards, including the requirements that we have a majority of independent directors on our Board, an independent compensation committee and an independent corporate governance and nominating committee. Although we currently intend to continue to comply with these listing standards even though we are a controlled company, there can be no assurance that we will continue to comply with these optional listing standards in the future. If we elected to utilize these controlled company exceptions, our other shareholders could lose the benefit of these corporate governance requirements and the market value of our common stock could be adversely affected. Our operating results are subject to seasonal and quarterly fluctuations, which could adversely affect the market price of our common stock. Our business varies with general seasonal trends that are characteristic of the retail apparel industry. As a result, our stores typically generate a higher percentage of our annual net sales and profitability in the first and second quarters of our fiscal year compared to other quarters. Accordingly, our operating results for any one fiscal period are not necessarily indicative of results to be expected from any future period, and such seasonal and quarterly fluctuations could adversely affect the market price of our common stock. We cannot provide assurance that we will pay dividends, or that if paid, any dividend payments will be consistent with historical levels. The declaration and payment of any dividend is subject to the approval of our Board of Directors. Our Board of Directors regularly evaluates our ability to pay a dividend based on many factors, such as but not limited to, applicable legal requirements, the financial position of the Company, contractual restrictions and our capital allocation strategy. Our Board of Directors most recently suspended the payment of quarterly dividends in November 2024 and may continue to suspend the payment of dividends if it deems such an action to be in the best interests of the Company and its shareholders. There can be no assurance that a cash dividend will be declared in the future in any particular amount, or at all. Conditions in the stock market generally, or particularly relating to our industry, Company or common stock, may materially and adversely affect the market price of our common stock and make its trading price more volatile. The trading price of our common stock at times has been, and is likely to continue to be, subject to significant volatility. A variety of factors may cause the price of our common stock to fluctuate, perhaps substantially, including, but not limited to, those discussed elsewhere in this report, as well as the following: low trading volume; general market fluctuations resulting from factors not directly related to our operations or the inherent value of our common stock; announcements of developments related to our business; fluctuations in our reported operating results; general conditions or trends affecting or perceived to affect the fashion and retail industry; conditions or trends affecting or perceived to affect the domestic 23 or global economy or the domestic or global credit or capital markets; changes in financial estimates or the scope of coverage given to our Company by securities analysts; negative commentary regarding our Company and corresponding short-selling market behavior; adverse customer relations developments; significant changes in our senior management team; and legal proceedings. Over the past several years the stock market in general, and the market for shares of equity securities of many retailers in particular, have experienced extreme price fluctuations that have at times been unrelated to the operating performance of those companies. Such fluctuations and market volatility based on these or other factors may materially and adversely affect the market price of our common stock. Further, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation, should it materialize, could result in substantial costs and divert our managements attention and resources, and could also require us to make substantial payments to justify judgments or to settle litigation. The threat of class action litigation could also cause the price of our common stock to decline. Item 1B. Unresolved Staff Comments: Not applicable. Item 1C. Cybersecurity: Risk Management Strategy We recognize the importance of effectively managing cybersecurity risk in protecting our business, customers and employees, and we manage cybersecurity risk as part of our overall risk management strategy and compliance processes. We maintain a process designed to identify, assess and manage material risks from cybersecurity threats, including risks relating to theft of customer data, primarily payment cards, disruption to business operations or financial reporting systems, fraud, extortion, external exposure of employee data and violation of privacy laws. In recent years, we have increased our investments in cybersecurity risk management and have developed an enterprise cybersecurity program designed to detect, identify, classify and mitigate cybersecurity and other data security threats. This program classifies potential threats by risk levels, and we typically prioritize our threat mitigation efforts based on those risk classifications. In the event we identify a potential cybersecurity, privacy or other data security issue, we have defined procedures for responding to such issues, including procedures that address when and how to engage with Company executives, our Board of Directors, other stakeholders and law enforcement when responding to such issues. Additionally, various aspects of our cybersecurity program, particularly compliance with the Payment Card Industry standards, are regularly reviewed by independent third parties. We also maintain cybersecurity insurance, which we believe to be commensurate with our size and the nature of our operations, as part of our comprehensive insurance portfolio. We utilize third-party intrusion detection and prevention systems and vulnerability and penetration testing to monitor our environment. We also use third-party software to test our employees' responses to suspicious emails and to inform targeted cyber awareness training. Our information security and privacy policies are informed by regulatory requirements and are reviewed periodically for compliance and alignment with current state and federal laws and regulations. We comply with applicable industry security standards, including the Payment Card Industry Data Security Standard (PCI DSS). Because we are aware of the risks associated with third-party service providers, we also have implemented processes to oversee and manage these risks. We conduct security assessments of third-party providers before engagement and maintain ongoing monitoring to help ensure compliance with our cybersecurity standards. Additionally, we maintain and regularly review a cybersecurity incident response plan that provides a framework for handling and escalating cybersecurity incidents based on the severity of the incident and facilitates cross-functional coordination across the Company. 24 Through the processes described above, we did not identify risks during the year ended January 31, 2026 from current or past cybersecurity threats or cybersecurity incidents that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, we face ongoing risks from certain cybersecurity threats that, if realized, are reasonably likely to materially affect our business strategy, results of operations, or financial condition. See the risk factors discussed under the heading, Risk Factors Risks Relating to Our Information Technology, Related Systems and Cybersecurity for further information. Governance Our Board of Directors recognizes the important roles that information security and mitigating cybersecurity and other data security threats play in our efforts to protect and maintain the confidentiality and security of customer, employee and vendor information, as well as non-public information about our Company. Although the Board as a whole is ultimately responsible for the oversight of our risk management function, the Board has delegated to its Audit Committee primary responsibility for oversight of risk assessment and risk management, including risks related to cybersecurity and other technology issues. The Audit Committee also oversees the Companys internal control over financial reporting, including with respect to financial reporting-related information systems. The Chief Financial Officer (CFO) and Chief Accounting Officer (CAO) meet regularly with the Audit Committee and Board of Directors. The Audit Committee reviews quarterly our cybersecurity activities, including review of annual external assessment results, training results, and discussion of cybersecurity risks and resolutions, and is responsible for elevating significant matters to the Board as events arise. The Audit Committee receives reports from our Chief Information Officer (CIO) annually regarding our cybersecurity framework, as well as our plans to mitigate cybersecurity risks and respond to any data breaches. From a management perspective, our enterprise cybersecurity is overseen by our cybersecurity committee, which is chaired by our CFO and includes our CAO, CIO, Chief Information Security Officer (CISO), as well as key members of financial management, information technology and audit. Our cybersecurity infrastructure is overseen by our CISO, who reports to our CIO. Our CIO reports to our CFO and has served in various roles in information technology and information security for over 30 years. Item 2. Properties: The Companys distribution center and general offices are located in a Company-owned building of approximately 552,000 square feet located on a 15-acre tract in Charlotte, North Carolina. The Companys automated merchandise handling and distribution activities occupy approximately 418,000 square feet of this building and its general offices and corporate training center are located in the remaining 134,000 square feet. A building of approximately 24,000 square feet located on a 2-acre tract adjacent to the Companys existing location is used for e-commerce storage. The Company also owns approximately 185 acres of land in York County, South Carolina. Item 3. Legal Proceedings: From time to time, claims are asserted against the Company arising out of operations in the ordinary course of business. The Company currently is not a party to any pending litigation that it believes is likely to have a material adverse effect on the Companys financial position, results of operations or cash flows. See Note 15, Commitments and Contingencies, for more information. 25 Item 3A. Executive Officers of the Registrant: The executive officers of the Company and their ages as of March 25, 2026 are as follows: Name Age Position John P. D. Cato............................ 75 Chairman, President and Chief Executive Officer Charles D. Knight........................ 61 Executive Vice President, Chief Financial Officer Gordon Smith .............................. 70 Executive Vice President, Chief Real Estate and Store Development Officer John P. D. Cato has been employed as an officer of the Company since 1981 and has been a director of the Company since 1986. Since January 2004, he has served as Chairman, President and Chief Executive Officer. From May 1999 to January 2004, he served as President, Vice Chairman of the Board and Chief Executive Officer. From June 1997 to May 1999, he served as President, Vice Chairman of the Board and Chief Operating Officer. From August 1996 to June 1997, he served as Vice Chairman of the Board and Chief Operating Officer. From 1989 to 1996, he managed the Companys off-price concept, serving as Executive Vice President and as President and General Manager of the Its Fashion concept from 1993 to August 1996. Mr. Cato is a former director of Harris Teeter Supermarkets, Inc., formerly Ruddick Corporation. Charles D. Knight has been employed as Executive Vice President, Chief Financial Officer by the Company since January of 2022. From 2018 to 2020, he served in various roles with The Vitamin Shoppe, first as Senior Vice President, Chief Accounting Officer from 2018 to 2019, and then as Executive Vice President, Chief Financial Officer from 2019 to 2020. Prior to that, he served in various roles with Toys R Us for 28 years, including as Senior Vice President, Corporate Controller from 2010 to 2018. Gordon Smith has been employed by the Company since 1989. Since July 2011, he has served as Executive Vice President, Chief Real Estate and Store Development Officer. From February 2008 until July 2011, Mr. Smith served as Senior Vice President, Real Estate. From October 1989 to February 2008, Mr. Smith served as Assistant Vice President, Corporate Real Estate. Item 4. Mine Safety Disclosures: Not applicable. 26 PART II Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities: Market & Dividend Information The Companys Class A Common Stock trades on the New York Stock Exchange (NYSE) under the symbol CATO. As of March 23, 2026, the approximate number of record holders of the Companys Class A Common Stock was 5,000 and there were 2 record holders of the Companys Class B Common Stock. 27 Stock Performance Graph The following graph compares the yearly change in the Companys cumulative total shareholder return on the Companys Common Stock (which includes Class A Stock and Class B Stock) for each of the Companys last five fiscal years with (i) the Dow Jones U.S. Retailers, Apparel Index and (ii) the Russell 2000 Index. THE CATO CORPORATION STOCK PERFOMANCE TABLE (BASE 100 IN DOLLARS) LAST TRADING DAY OF THE FISCAL YEAR THE CATO CORPORATION DOW JONES U.S. RETAILERS, APPL INDEX RUSSELL 2000 INDEX 1/29/2021 100 100 100 1/28/2022 149 111 99 1/27/2023 96 121 95 2/2/2024 71 135 98 1/31/2025 39 173 116 1/30/2026 35 209 135 The graph assumes an initial investment of $100 on January 29, 2021, the last trading day prior to the commencement of the Companys 2021 fiscal year, and that all dividends were reinvested. 28 Issuer Purchases of Equity Securities The following table summarizes the Companys purchases of its common stock for the three months ended January 31, 2026: Total Number of Maximum Number Shares Purchased as (or Approximate Dollar Total Number Part of Publicly Value) of Shares that may of Shares Average Price Announced Plans or yet be Purchased Under Period Purchased Paid per Share (1) Programs (2) the Plans or Programs (2) November 2025 - $ - - December 2025 - - - January 2026 - - - Total - $ - - 680,740 (1) Prices include trading costs. (2) As of November 1, 2025, the Companys share repurchase program had 680,740 shares remaining in open authorizations. During the fourth quarter ended January 31, 2026, the Company did not repurchase or retire any shares under this program. As of the fourth quarter ended January 31, 2026, the Company had 680,740 shares remaining in open authorizations. There is no specified expiration date for the Companys repurchase program. 29 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations: Managements Discussion and Analysis of Financial Condition and Results of Operations is intended to provide information to assist readers in better understanding and evaluating our financial condition and results of operations. The following information should be read in conjunction with the Consolidated Financial Statements, including the accompanying Notes appearing in Part II, Item 8 of this annual report on Form 10-K. This section of the annual report on Form 10-K generally discusses fiscal 2025 and fiscal 2024 and year-to-year comparisons between fiscal 2025 and fiscal 2024, as well as certain fiscal 2023 items. Discussions of fiscal 2023 items and year-to-year comparisons between fiscal 2024 and fiscal 2023 that are not included in this Form 10-K can be found in Managements Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of the Companys annual report on Form 10-K for the fiscal year ended February 1, 2025. Recent Developments Tariff Uncertainties and Pressures A significant quantity of our products are made in China and Southeast Asia. These products were subject to reciprocal tariffs throughout fiscal 2025. On February 20, 2026, the Supreme Court struck down these tariffs. The ruling does not establish a refund process, and significant uncertainty remains regarding how and when any amounts may be refunded. We are evaluating the ruling and any potential actions available to us. We are unable to estimate the financial impact, if any, at this time due to uncertainties regarding the process, timing and amounts of any refunds. On February 20, 2026, after the Supreme Court ruling, a 10% tariff under Section 122 was enacted for 150 days. On March 11 , 2026, the U.S. Trade Representative announced Section 301 investigations into various countries, including countries where much of our products are manufactured. The extent to which these Section 301 investigations will result in additional tariffs, and the timing of any potential tariffs, is currently unknown. Although the tariff amounts are reduced from their levels in the second half of 2025, the current tariff regime is higher than at the beginning of 2025, which will negatively impact our acquisition costs in the first half of 2026 and possibly the second half of 2026. Results of Operations The table below sets forth certain financial data of the Company expressed as a percentage of retail sales for the years indicated: Fiscal Year Ended January 31, 2026 February 1, 2025 Retail sales .. 100.0 % 100.0 % Other revenue 1.1 1.2 Total revenues . 101.1 101.2 Cost of goods sold .. 66.7 68.0 Selling, general and administrative. 35.0 36.1 Depreciation 1.5 1.5 Interest and other income 1.0 1.8 Loss before income taxes (1.2) (2.5) Net loss.. (0.9) % (2.8) % Fiscal 2025 Compared to Fiscal 2024 Retail sales increased by 0.7% to $646.8 million in fiscal 2025 compared to $642.1 million in fiscal 2024. The increase in retail sales in fiscal 2025 was primarily due to a 4.5% increase in same-store sales, partially offset by closed stores in 2024 and 2025. Same-store sales for the fiscal year 2025 increased 30 primarily due to higher transactions volume and slightly higher average sales per transaction. Same-store sales includes stores that have been open more than 15 months. Stores that have been relocated or expanded are also included in the same-store sales calculation after they have been open more than 15 months. In fiscal 2025 and fiscal 2024, e-commerce sales were less than 5% of total sales and same-store sales. The method of calculating same-store sales varies across the retail industry. As a result, our same- store sales calculation may not be comparable to similarly titled measures reported by other companies. Total revenues, comprised of retail sales and other revenue (principally finance charges and late fees on customer accounts receivable, gift card breakage, shipping charges for e-commerce purchases and layaway fees), increased by 0.6% to $653.8 million in fiscal 2025 compared to $649.8 million in fiscal 2024. The Company operated 1,069 stores at January 31, 2026 compared to 1,117 stores operated at February 1, 2025. In fiscal 2025, the Company opened no new stores and closed 48 stores. Other revenue, a component of total revenues, was $7.0 million in fiscal 2025 compared to $7.7 million in fiscal 2024. Credit revenue of $2.7 million represented 0.4% of total revenue in fiscal 2025, relatively flat both in dollars and percentage compared to fiscal 2024. Credit revenue is comprised of interest earned on the Companys private label credit card portfolio and related fee income. Related expenses include principally payroll, postage and other administrative expenses and totaled $1.7 million in fiscal 2025 compared to $1.6 million in fiscal 2024. Total credit segment income before taxes was $2.2 million in fiscal 2025, relatively flat in dollars compared to fiscal 2024. Cost of goods sold was $431.6 million, or 66.7% of retail sales, in fiscal 2025 compared to $436.4 million, or 68.0% of retail sales, in fiscal 2024. The decrease in cost of goods sold as a percentage of sales resulted primarily from lower buying, distribution and occupancy costs, partially offset by increased sales of markdown priced goods. Cost of goods sold includes merchandise costs, net of discounts and allowances, buying costs, distribution costs, occupancy costs, and freight and inventory shrinkage. Net merchandise costs and in-bound freight are capitalized as inventory costs. Buying and distribution costs include payroll, payroll-related costs and operating expenses for the buying departments and distribution center. Occupancy expenses include rent, real estate taxes, insurance, common area maintenance, utilities and maintenance for stores and distribution facilities. Total gross margin dollars (retail sales less cost of goods sold and excluding depreciation) increased by 4.7% to $215.3 million in fiscal 2025 from $205.7 million in fiscal 2024. Gross margin as presented may not be comparable to that of other companies. Selling, general and administrative expenses (SG&A), which primarily include corporate and store payroll, related payroll taxes and benefits, insurance, supplies, advertising, bank and credit card processing fees were $226.4 million in fiscal 2025 compared to $231.5 million in fiscal 2024, a decrease of 2.2%. As a percent of retail sales, SG&A was 35.0% compared to 36.1% in the prior year. The decrease in SG&A expense in fiscal 2025 was primarily attributable to lower payroll costs and lower closed store and impairment expenses. Depreciation expense was $10.0 million in fiscal 2025 compared to $9.8 million in fiscal 2024. Depreciation expense increased slightly from fiscal 2024 due to additional distribution center and information technology depreciation, partially offset by a decrease in leasehold improvements and fixtures depreciation. Interest and other income decreased to $6.7 million in fiscal 2025 compared to $11.8 million in fiscal 2024. The decrease is primarily attributable to gains on the sale of land held for investment and on the disposal of the Companys corporate aircraft in 2024. Income tax benefit was $1.6 million, or 0.2% of retail sales in fiscal 2025 compared to income tax 31 expense of $1.9 million, or 0.3% of retail sales in fiscal 2024. The effective income tax rate was 21.2% (Benefit) in fiscal 2025 compared to (12.1%) (Expense) in fiscal 2024. The income tax expense decrease was primarily due to a reduction in foreign income taxes and a larger release of reserves related to expired statute of limitations for uncertain tax positions in fiscal 2025. On July 4, 2025, the One Big Beautiful Bill Act (the OBBBA) was signed into law. The Company considered the impact of the OBBBA in the second quarter of fiscal 2025. The changes do not have a material impact on the Companys effective tax rate. The Company continues to monitor impacts moving forward. See Note 12 to the Consolidated Financial Statements, Income Taxes, for further details. Off-Balance Sheet Arrangements Not applicable. Critical Accounting Policies and Estimates The Companys accounting policies are more fully described in Note 1 to the Consolidated Financial Statements. As disclosed in Note 1 to the Consolidated Financial Statements, the preparation of the Companys financial statements in conformity with generally accepted accounting principles in the United States (GAAP) requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements. The most significant accounting estimates inherent in the preparation of the Companys financial statements include the calculation of potential asset impairment, income tax valuation allowances, reserves relating to self-insured health insurance, workers compensation, general and auto insurance liabilities, uncertain tax positions, the allowance for customer credit losses, and inventory shrinkage. The Companys critical accounting policies and estimates are discussed with the Audit Committee. Allowance for Customer Credit Losses The Company evaluates the collectability of customer accounts receivable and records an allowance for customer credit losses based on the accounts receivable aging and estimates of actual write-offs. The allowance is reviewed for adequacy and adjusted, as necessary, on a quarterly basis. The Company also provides for estimated uncollectible late fees charged based on historical write-offs. The Companys financial results can be impacted by changes in customer loss write-off experience and the aging of the accounts receivable portfolio. Merchandise Inventories The Companys inventory is valued using the weighted-average cost method and is stated at the net realizable value. Physical inventories are conducted throughout the year to calculate actual shrinkage and inventory on hand. Actual shrinkage results are used to estimate inventory shrinkage, which is accrued for the period between the last physical inventory and the financial reporting date. The Company regularly reviews its inventory levels to identify slow moving merchandise and uses markdowns to clear slow moving inventory. Lease Accounting The Company determines whether an arrangement is a lease at inception. The Company has operating leases for stores, offices, warehouse space and equipment. Its leases have remaining lease terms of one year to 10 years, some of which include options to extend the lease term for up to five years, and some of 32 which include options to terminate the lease within one year. The Company considers these options in determining the lease term used to establish its right-of-use assets and lease liabilities. The Companys lease agreements do not contain any material residual value guarantees or material restrictive covenants. As most of the Companys leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date of the lease in determining the present value of lease payments. See Note 11 to the Consolidated Financial Statements, Leases, for further information. Impairment of Long-Lived Assets The Company invests in leaseholds, right-of use assets and equipment primarily in connection with the opening and remodeling of stores and in computer software and hardware. The Company periodically reviews its store locations and estimates the recoverability of its long-lived assets, which primarily relate to Fixtures and equipment, Leasehold improvements, Right-of-use assets net of Lease liabilities and Information technology equipment and software. An impairment charge is recorded for the amount by which the carrying value exceeds the estimated fair value when the Company determines that projected cash flows associated with those long-lived assets will not be sufficient to recover the carrying value. This determination is based on a number of factors, including the stores historical operating results and future projected cash flows, which include contribution margin projections. The Company assesses the fair value of each lease by considering market rents and any lease terms that may adjust market rents under certain conditions, such as the loss of an anchor tenant or a leased space in a shopping center not meeting certain criteria. Further, in determining when to close a store, the Company considers real estate development in the area and perceived local market conditions, which can be difficult to predict and may be subject to change. Insurance Liabilities The Company is primarily self-insured for healthcare, workers compensation and general liability costs. These costs are significant primarily due to the large number of the Companys retail locations and associates. The Companys self-insurance liabilities are based on the total estimated costs of claims filed and estimates of claims incurred but not reported, less amounts paid against such claims, and are not discounted. Management reviews current and historical claims data in developing its estimates. The Company also uses information provided by outside actuaries with respect to healthcare, workers compensation and general liability claims. If the underlying facts and circumstances of the claims change or the historical experience upon which insurance provisions are recorded is not indicative of future trends, then the Company may be required to make adjustments to the provision for insurance costs that could be material to the Companys reported financial condition and results of operations. Historically, actual results have not significantly deviated from estimates. Uncertain Tax Positions The Company records liabilities for uncertain tax positions primarily related to state income taxes as of the balance sheet date. These liabilities reflect the Companys best estimate of its ultimate income tax liability based on the tax codes, regulations, and pronouncements of the jurisdictions in which we do business. Estimating our ultimate tax liability involves significant judgments regarding the application of complex tax regulations across many jurisdictions. Despite the Companys belief that the estimates and judgments are reasonable, differences between the estimated and actual tax liabilities can and do exist from time to time. These differences may arise from settlements of tax audits, expiration of the statute of limitations, and the evolution and application of the various jurisdictional tax codes and regulations. Any differences will be recorded in the period in which they become known and could have a material effect on the results of operations in the period the adjustment is recorded. 33 Deferred Tax Valuation Allowance The Company assesses the likelihood that deferred tax assets will be realized in light of the Companys current financial performance and projected future financial performance. Based on this assessment, the Company then determines if a valuation allowance should be recorded. If the Company concludes that it is more likely than not that the Company will not be able to realize its tax deferred assets, a valuation allowance is recorded for the proportion of the deferred tax asset it determines may not be realized. This evaluation requires significant judgment and involves the consideration of all available positive and negative evidence, including our historical operating results, the existence of cumulative losses in recent years, ongoing prudent and feasible tax planning strategies, and projections of future taxable income. Liquidity, Capital Resources and Market Risk The Company believes that its cash, cash equivalents and short-term investments, together with cash flows from operations and its asset-backed revolving line of credit, will be adequate to fund the Companys regular operating requirements, including $64.0 million of lease obligations and planned investments of $7.4 million of capital expenditures, for the next twelve months from the issuance of this annual report on Form 10-K. Cash used in operating activities during fiscal 2025 was $1.5 million as compared to $19.7 million used in fiscal 2024 and $0.5 million provided in fiscal 2023. Cash used in operating activities during 2025 was primarily attributable to net loss adjusted for depreciation, stock-based compensation and changes in working capital. The decrease of $18.2 million in cash used for fiscal 2025 compared to fiscal 2024 is primarily due to a lower net loss and a decrease in merchandise inventory, partially offset by a decrease in accounts payable. At January 31, 2026, the Company had working capital of $37.4 million compared to $34.9 million and $55.1 million at February 1, 2025 and February 3, 2024, respectively. The increase in working capital in fiscal 2025 compared to the prior year is primarily due to lower accounts payable, accrued liabilities and current lease liability, partially offset by lower cash and cash equivalents and merchandise inventory. The ABL Credit Agreement (ABL Facility) of up to $35.0 million is committed through March 2028 and is secured primarily by inventory and third-party credit card receivables. The proceeds from the ABL Facility may be used to provide funding for ongoing working capital and general corporate purposes. There were no borrowings outstanding and the availability under the facility was $30.0 million before giving effect to a $3.0 million outstanding letter of credit that reduced borrowing availability to $27.0 million as of January 31, 2026. The weighted average interest rate under the credit facility was zero at January 31, 2026 due to no outstanding borrowings. Expenditures for property and equipment totaled $3.8 million, $7.9 million and $12.5 million in fiscal 2025, 2024 and 2023, respectively. The decrease in expenditures for fiscal 2025 was primarily due to finishing projects related to investments in the distribution center and information technology. Net cash used in investing activities totaled $1.3 million for fiscal 2025 compared to $29.0 million provided in fiscal 2024 and $19.8 million provided in fiscal 2023. In fiscal 2025, the decrease in cash provided was primarily attributable to lower sales of other assets and short-term investments, partially offset by a decrease in expenditures for property and equipment and purchases of short-term investments. Net cash used in financing activities totaled $0.9 million in fiscal 2025 compared to net cash used of $14.1 million for fiscal 2024 and $16.1 million for fiscal 2023. The decrease in cash used during fiscal 2025 was primarily due to the elimination of dividend payments and a decrease in share repurchases. 34 The Company does not use derivative financial instruments. See Note 4 to the Consolidated Financial Statements, Fair Value Measurements, for information regarding the Companys financial assets that are measured at fair value. The Companys investment portfolio was primarily invested in corporate bonds and taxable governmental debt securities held in managed accounts with underlying ratings of A or better at January 31, 2026. The corporate bonds have contractual maturities which range from 14 days to 2.6 years. The U.S. Treasury notes have a contractual maturity of 15 days. Level 2 investment securities at January 31, 2026 primarily include corporate bonds for which quoted prices may not be available on active exchanges for identical instruments. Their fair value is principally based on market values determined by management with the assistance of a third-party pricing service. Since quoted prices in active markets for identical assets are not available, these prices are determined by the pricing service using observable market information such as quotes from less active markets and/or quoted prices of securities with similar characteristics, among other factors. Deferred compensation plan assets consist primarily of life insurance policies. These life insurance policies are valued based on the cash surrender value of the insurance contract, which is determined based on such factors as the fair value of the underlying assets and discounted cash flow and are therefore classified within Level 3 of the valuation hierarchy. The Level 3 liability associated with the life insurance policies represents a deferred compensation obligation, the value of which is tracked via underlying insurance funds net asset values, as recorded in Other noncurrent liabilities in the Consolidated Balance Sheets. These funds are designed to mirror the return of existing mutual funds and money market funds that are observable and actively traded. Contractual Obligations Contractual obligations for future payments at January 31, 2026 relate primarily to operating lease commitments for store leases. Operating leases represent minimum required lease payments under non- cancellable lease terms. Most store leases also require payment of related operating expenses such as taxes, utilities, insurance and maintenance, which are not included in our estimated lease obligations. See Note 11 to the Consolidated Financial Statements, Leases, for the maturities of our operating lease obligations. Recent Accounting Pronouncements See Note 1 to the Consolidated Financial Statements, Summary of Significant Accounting Policies Recently Adopted Accounting Policies and Recently Issued Accounting Pronouncements. Item 7A. Quantitative and Qualitative Disclosures About Market Risk: The Company is subject to market rate risk from exposure to changes in interest rates based on its financing, investing and cash management activities, but the Company does not believe such exposure is material. 35 Item 8. Financial Statements and Supplementary Data: INDEX TO FINANCIAL STATEMENTS AND SCHEDULE Page Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) ..................................... 36 Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024 ................................ ........... 39 Consolidated Balance Sheets at January 31, 2026 and February 1, 2025 ............................................. 40 Consolidated Statements of Cash Flows for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024 ................................ ................................................................ ........................ 41 Consolidated Statements of Stockholders Equity for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024 ................................................................ ............................ 42 Notes to Consolidated Financial Statements .......................................................................................... 43 Schedule II Valuation and Qualifying Accounts for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024 ................................................................ ............................ 76 36 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of The Cato Corporation Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of The Cato Corporation and its subsidiaries (the "Company") as of January 31, 2026 and February 1, 2025, and the related consolidated statements of income (loss) and comprehensive income (loss), of stockholders equity and of cash flows for each of the three years in the period ended January 31, 2026, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2026 and February 1, 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026 in conformity with accounting principles generally accepted in the United States of America. Also 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 the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Managements Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Companys consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. 37 Definition and Limitations of Internal Control over Financial Reporting A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Impairment of Long-Lived Assets - Store Location Asset Groupings As described in Notes 1 and 6 to the consolidated financial statements, the Companys consolidated property and equipment, net balance was $53.7 million, of which the store locations were a portion, and consolidated operating lease right-of-use assets, net balance was $153.9 million as of January 31, 2026. The Company invests in leaseholds, right-of-use assets and equipment, primarily in connection with the opening and remodeling of stores, and in computer software and hardware. The Company periodically reviews its store locations and estimates the recoverability of its long-lived assets, which primarily relate to fixtures and equipment, leasehold improvements, right-of-use assets net of lease liabilities, and information technology equipment and software. An impairment charge is recorded for the amount by which the carrying value exceeds the estimated fair value when management determines that projected cash flows associated with those long-lived assets will not be sufficient to recover the carrying value. This determination is based on a number of factors, including the stores historical operating results and future projected cash flows, which include contribution margin projections. The Company assesses the fair value of each lease by considering market rents and any lease terms that may adjust market rents under certain conditions such as the loss of an anchor tenant or a leased space in a shopping center not meeting certain criteria. An impairment charge for store assets of $0.2 million was recorded during the year ended January 31, 2026. The principal considerations for our determination that performing procedures relating to impairment of long-lived assets store location asset groupings is a critical audit matter are (i) the significant judgment by management when determining the fair value measurement of the store location asset groupings, which led to (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating managements projected cash flow assumptions related to contribution margin projections. 38 Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to managements long-lived assets store location recoverability test and determination of the fair value of the asset groupings. These procedures also included, among others, (i) testing the completeness and accuracy of underlying data used in the projected cash flows and store location asset groupings, (ii) evaluating the reasonableness of managements assumptions related to contribution margin projections by considering current and historical performance of the store location asset groupings and whether the assumptions were consistent with evidence obtained in other areas of the audit, (iii) evaluating the appropriateness of the projected cash flow model, and (iv) evaluating managements assessment of the fair value of the leased assets included in the store location asset groupings. /s/ PricewaterhouseCoopers LLP Charlotte, North Carolina March 25, 2026 We have served as the Companys auditor since 2003. 39 THE CATO CORPORATION CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) Fiscal Year Ended January 31, 2026 February 1, 2025 February 3, 2024 (Dollars in thousands, except per share data) REVENUES Retail sales $ 646,830 $ 642,140 $ 700,318 Other revenue (principally finance charges, late fees and layaway charges) 6,982 7,666 7,741 Total revenues 653,812 649,806 708,059 COSTS AND EXPENSES, NET Cost of goods sold (exclusive of depreciation shown below) 431,551 436,440 464,313 Selling, general and administrative (exclusive of depreciation shown below) 226,347 231,430 252,742 Depreciation 9,986 9,817 9,871 Interest expense 115 59 35 Interest and other income (6,687) (11,827) (5,101) Costs and expenses, net 661,312 665,919 721,860 Loss before income taxes (7,500) (16,113) (13,801) Income tax (benefit) expense (1,591) 1,944 10,140 Net loss $ (5,909) $ (18,057) $ (23,941) Basic earnings (loss) per share $ (0.31) $ (0.97) $ (1.17) Diluted earnings (loss) per share $ (0.31) $ (0.97) $ (1.17) Dividends per share $ - $ 0.51 $ 0.68 Comprehensive income (loss): Net loss $ (5,909) $ (18,057) $ (23,941) Net unrealized gain (loss) on available-for-sale securities for fiscal years 2025, 2024, and 2023, respectively 121 (242) 1,633 Comprehensive loss $ (5,788) $ (18,299) $ (22,308) See notes to consolidated financial statements. 40 THE CATO CORPORATION CONSOLIDATED BALANCE SHEETS January 31, 2026 February 1, 2025 (Dollars in thousands, except share and per share data) ASSETS Current Assets: Cash and cash equivalents $ 16,788 $ 20,279 Short-term investments 56,859 57,423 Restricted cash 2,675 2,799 Accounts receivable, net of allowance for customer credit losses of $ 682 at January 31, 2026 and $ 581 at February 1, 2025 25,462 24,540 Merchandise inventories 83,696 110,739 Prepaid expenses and other current assets 7,787 7,406 Total Current Assets 193,267 223,186 Property and equipment net 53,748 60,326 Other assets 20,471 19,979 Right-of-Use assets - net 153,933 148,870 Total Assets $ 421,419 $ 452,361 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 64,958 $ 88,641 Accrued expenses 37,101 41,717 Accrued bonus and benefits 326 326 Current lease liability 53,507 57,555 Total Current Liabilities 155,892 188,239 Other noncurrent liabilities 11,272 13,485 Lease liability 96,941 88,341 Commitments and contingencies - - Stockholders' Equity: Preferred stock, $ 100 par value per share, 100,000 shares authorized, none issued - - Class A common stock, $ 0.033 par value per share, 50,000,000 shares authorized; 17,976,854 and 18,313,929 shares issued at January 31, 2026 and February 1, 2025, respectively 608 619 Convertible Class B common stock, $ 0.033 par value per share, 15,000,000 shares authorized; 1,763,652 shares issued at January 31, 2026 and February 1, 2025 59 59 Additional paid-in capital 131,347 129,530 Retained earnings 25,026 31,935 Accumulated other comprehensive income 274 153 Total Stockholders' Equity 157,314 162,296 Total Liabilities and Stockholders Equity $ 421,419 $ 452,361 See notes to consolidated financial statements. 41 THE CATO CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Fiscal Year Ended January 31, 2026 February 1, 2025 February 3, 2024 (Dollars in thousands) Operating Activities: Net loss $ (5,909) $ (18,057) $ (23,941) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation 9,986 9,817 9,871 Provision for customer credit losses 856 654 554 Purchase premium and premium amortization of investments (908) (1,131) (711) (Gain) Loss on sale of assets held for investment (37) (5,343) 8 Share based compensation 1,672 2,283 4,170 Deferred income taxes - - 8,724 (Gain) loss on disposal of property and equipment (668) 192 84 Impairment of assets 202 786 1,811 Changes in operating assets and liabilities which provided (used) cash: Accounts receivable (1,412) 1,357 (608) Merchandise inventories 27,043 (12,136) 13,453 Prepaid and other assets (1,237) (212) (216) Operating lease right-of-use assets and liabilities (511) (1,410) (2,056) Accrued income taxes - - (613) Accounts payable, accrued expenses and other liabilities (30,538) 3,455 (10,053) Net cash (used in) provided by operating activities (1,461) (19,745) 477 Investing Activities: Expenditures for property and equipment (3,763) (7,872) (12,532) Purchase of short-term investments (25,446) (39,612) (48,055) Sales of short-term investments 27,039 62,782 80,371 Sales of other assets 867 13,667 (8) Net cash (used in) provided by investing activities (1,303) 28,965 19,776 Financing Activities: Dividends paid - (10,516) (13,954) Repurchase of common stock (995) (3,877) (2,562) Proceeds from employee stock purchase plan 144 338 384 Net cash used in financing activities (851) (14,055) (16,132) Net (decrease) increase in cash, cash equivalents, and restricted cash (3,615) (4,835) 4,121 Cash, cash equivalents, and restricted cash at beginning of period 23,078 27,913 23,792 Cash, cash equivalents, and restricted cash at end of period $ 19,463 $ 23,078 $ 27,913 Non-cash activity: Accrued property and equipment expenditures $ 337 $ 329 $ 942 Accrued treasury stock - 27 - Life insurance receivable 372 - - See notes to consolidated financial statements. 42 THE CATO CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Accumulated Additional Other Total Common Paid-In Retained Comprehensive Stockholders' Stock Capital Earnings Income Equity (Dollars in thousands, except per share data) Balance January 28, 2023 $ 691 $ 122,431 $ 104,709 $ (1,238) $ 226,593 Comprehensive income: Net loss - - (23,941) - (23,941) Unrealized gain on available-for-sale securities, net of deferred income tax expense of $ 489 - - - 1,633 1,633 Dividends paid ($ 0.68 per share) - - (13,954) - (13,954) Class A common stock sold through employee stock purchase plan 2 445 - - 447 Share-based compensation expense 10 4,077 18 - 4,105 Repurchase and retirement of treasury shares (9) - (2,553) - (2,562) Balance February 3, 2024 $ 694 $ 126,953 $ 64,279 $ 395 $ 192,321 Comprehensive income: Net loss - - (18,057) - (18,057) Unrealized loss on available-for-sale securities, net of deferred income tax of $ 0 - - - (242) (242) Dividends paid ($ 0.51 per share) - - (10,516) - (10,516) Class A common stock sold through employee stock purchase plan 2 395 - - 397 Share-based compensation expense 12 2,182 76 - 2,270 Repurchase and retirement of treasury shares (30) - (3,847) - (3,877) Balance February 1, 2025 $ 678 $ 129,530 $ 31,935 $ 153 $ 162,296 Comprehensive income: Net loss - - (5,909) - (5,909) Unrealized gain on available-for-sale securities, net of deferred income tax of $ 0 - - - 121 121 Class A common stock sold through employee stock purchase plan 2 168 - - 170 Share-based compensation expense (2) 1,649 - - 1,647 Repurchase and retirement of treasury shares (11) - (984) - (995) Other - - (16) - (16) Balance January 31, 2026 $ 667 $ 131,347 $ 25,026 $ 274 $ 157,314 See notes to consolidated financial statements. THE CATO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 43 1. Summary of Significant Accounting Policies: Principles of Consolidation: The Consolidated Financial Statements include the accounts of The Cato Corporation and its wholly-owned subsidiaries (the Company). All significant intercompany accounts and transactions have been eliminated. Description of Business and Fiscal Year: The Company has two reportable segments the operation of a fashion specialty stores segment (Retail Segment) and a credit card segment (Credit Segment). The fashion specialty stores operate under the names Cato, Cato Fashions, Cato Plus, Its Fashion, Its Fashion Metro, Versona and Cache, including e-commerce websites. The stores are located primarily in strip shopping centers principally in the southeastern United States. The Companys fiscal year ends on the Saturday nearest January 31 of the subsequent year. Fiscal year 2025 and 2024 are 52 -week years and 2023 is a 53 -week year. Use of Estimates: The preparation of the Companys financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant accounting estimates reflected in the Companys financial statements include the calculation of potential asset impairment, income tax valuation allowances, reserves relating to self-insured health insurance, workers compensation, general and auto insurance liabilities, uncertain tax positions, the allowance for customer credit losses, and inventory shrinkage. Cash and Cash Equivalents: Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less. Short-Term Investments: Investments with original maturities beyond three months are classified as short-term investments. See Note 3 for the Companys estimated fair value of, and other information regarding, its short-term investments. The Companys short-term investments are all classified as available-for-sale. As they are available for current operations, they are classified on the Consolidated Balance Sheets as Current Assets. Available-for-sale securities are carried at fair value, with unrealized gains and temporary losses, net of income taxes, reported as a component of Accumulated other comprehensive income. Other than temporary declines in the fair value of investments are recorded as a reduction in the cost of the investments in the accompanying Consolidated Balance Sheets and a reduction of Interest and other income in the accompanying Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). The cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. The amortization of premiums, accretion of discounts and realized gains and losses are included in Interest and other income. Restricted Cash: The Company had $ 2.7 million and $ 2.8 million in escrow at January 31, 2026 and February 1, 2025, respectively, as security and collateral for administration of the Companys self-insured workers compensation and general liability coverage, which is reported as Restricted cash on the Consolidated Balance Sheets. Supplemental Cash Flow Information: Income tax payments, net of refunds received, for the fiscal years ended January 31, 2026, February 1, 2025, and February 3, 2024 are detailed in the table below: THE CATO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 44 ` Fiscal Year Ended January 31, 2026 February 1, 2025 February 3, 2024 (Dollars in thousands) Federal taxes $ (314) $ (860) $ (1) State taxes Kentucky 34 54 27 North Carolina (174) 174 462 South Carolina 116 366 207 Tennessee 160 209 74 Texas 268 260 261 Other 81 82 230 Foreign taxes Hong Kong 709 1,529 2,816 Other 38 60 44 Total income taxes paid $ 918 $ 1,874 $ 4,120 Inventories: Merchandise inventories are stated at the net realizable value as determined by the weighted-average cost method. Property and Equipment: Property and equipment are recorded at cost, including land. Maintenance and repairs are expensed to operations as incurred; renewals and betterments are capitalized. Depreciation is determined on the straight-line method over the estimated useful lives of the related assets excluding leasehold improvements. Leasehold improvements are amortized over the shorter of the estimated useful life or lease term. For leases with renewal periods at the Companys option, the Company generally uses the original lease term plus reasonably assured renewal option periods (generally one five-year option period) to determine estimated useful lives. Typical estimated useful lives are as follows: ` Estimated Classification Useful Lives Land improvements 10 years Buildings 30 - 40 years Leasehold improvements 5 - 10 years Fixtures and equipment 3 - 10 years Information technology equipment and software 3 - 10 years Impairment of Long-Lived Assets: The Company invests in leaseholds, right-of-use assets and equipment primarily in connection with the opening and remodeling of stores and in computer software and hardware. The Company periodically reviews its store locations and estimates the recoverability of its long-lived assets, which primarily relate to Fixtures and equipment, Leasehold improvements, Right-of- use assets net of Lease liabilities and Information technology equipment and software. An impairment charge is recorded for the amount by which the carrying value exceeds the estimated fair value when the Company determines that undiscounted projected cash flows associated with those long-lived assets will not be sufficient to recover the carrying value. This determination is based on a number of factors, including each stores historical operating results and future projected cash flows, which include contribution margin projections. The Company assesses the fair value of each lease by considering market rents and any lease terms that may adjust market rents under certain conditions, such as the loss of an anchor tenant or a leased space in a shopping center not meeting certain criteria. Further, in determining when to close a store, the Company considers real estate development in the area and perceived local market conditions, which can be difficult to predict and may be subject to change. Asset impairment charges of $ 202,000 , $ 786,000 and $ 1,811,000 were incurred in fiscal 2025, fiscal 2024 and fiscal 2023, respectively. Other Assets: Other assets are comprised of long-term assets, primarily insurance contracts related to deferred compensation assets and land held for investment purposes. THE CATO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 45 ` Balance as of January 31, 2026 February 1, 2025 (Dollars in thousands) Other Assets Deferred Compensation Investments $ 9,693 $ 9,301 Land Held for Investment 8,679 8,679 Miscellaneous Investments 1,139 1,139 Other Deposits 696 596 Other 264 264 Total Other Assets $ 20,471 $ 19,979 Leases: The Company leases all of its retail stores. Most lease agreements contain construction allowances and rent escalations. For purposes of recognizing incentives and minimum rental expenses on a straight-line basis over the terms of the leases, including renewal periods considered reasonably assured, the Company begins amortization as of the initial possession date, which is when the Company enters the space and begins to make improvements in preparation for intended use. Revenue Recognition: The Company recognizes sales at the point of purchase when the customer takes possession of the merchandise and pays for the purchase, generally with cash or credit. Sales from purchases made with Cato credit, gift cards and layaway sales from stores are also recorded when the customer takes possession of the merchandise. E-commerce sales are recorded when the risk of loss is transferred to the customer. Gift cards are recorded as deferred revenue until they are redeemed or forfeited. Gift cards do not have expiration dates. Layaway sales are recorded as deferred revenue until the customer takes possession or forfeits the merchandise. A provision is made for estimated merchandise returns based on sales volumes and the Companys experience; actual returns have not varied materially from historical amounts. A provision is made for estimated write-offs associated with sales made with the Companys proprietary credit card. In addition, a provision is made for estimated rewards cards issued to customers based on their purchases with the Companys propriety credit card. The rewards cards issued by the Company have a 90 -day expiration. Amounts related to shipping and handling billed to customers in a sales transaction are classified as Other revenue and the costs related to shipping product to customers (billed and accrued) are classified as Cost of goods sold. In accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (Topic 606), in fiscal 2025, 2024 and 2023, the Company recognized $ 1,034,000 , $ 1,448,000 and $ 1,116,000 , respectively, of income on unredeemed gift cards (gift card breakage) as a component of Other Revenue on the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). Under Topic 606, the Company recognizes gift card breakage using an expected breakage percentage based on historical redeemed gift cards. See Note 2 for further information on miscellaneous income. The Company offers its own proprietary credit card to customers. All credit activity is performed by the Companys wholly-owned subsidiaries. None of the credit card receivables are secured. The Company estimated customer credit losses of $ 856,000 and $ 654,000 for the twelve months ended January 31, 2026 and February 1, 2025, respectively, on sales purchased using the Companys proprietary credit card of $ 21.4 million and $ 21.8 million for the twelve months ended January 31, 2026 and February 1, 2025, respectively. The following table provides information about receivables and contract liabilities from contracts with customers (in thousands): THE CATO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 46 ` Balance as of January 31, 2026 February 1, 2025 Proprietary Credit Card Receivables, net $ 10,711 $ 10,848 Gift Card Liability $ 7,475 $ 7,541 Cost of Goods Sold: Cost of goods sold includes merchandise costs, net of discounts and allowances, buying costs, distribution costs, occupancy costs, freight, and inventory shrinkage. Net merchandise costs and in-bound freight are capitalized as inventory costs. Buying and distribution costs include payroll, payroll-related costs and operating expenses for the Companys buying departments and distribution center. Occupancy expenses include rent, real estate taxes, insurance, common area maintenance, utilities and maintenance for stores and distribution facilities. Buying, distribution, occupancy and internal transfer costs are treated as period costs and are not capitalized as part of inventory. The direct costs associated with shipping goods to customers are recorded as a component of Cost of goods sold. Advertising: Advertising costs are expensed in the period in which they are incurred. Advertising expense was approximately $ 4,908,000 , $ 4,686,000 and $ 6,277,000 for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024, respectively. Stock Repurchase Program: For the fiscal year ended January 31, 2026, the Company had 680,740 shares remaining in open authorizations. There is no specified expiration date for the Companys repurchase program. Share repurchases are recorded in Retained earnings, net of par value. Earnings (Loss) Per Share: ASC 260 Earnings Per Share requires dual presentation of basic EPS and diluted EPS on the face of all income statements for all entities with complex capital structures. The Company has presented one basic EPS and one diluted EPS amount for all common shares in the accompanying Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). While the Companys certificate of incorporation provides the right for the Board of Directors to declare dividends on Class A shares without declaration of commensurate dividends on Class B shares, the Company has historically paid the same dividends to both Class A and Class B shareholders and the Board of Directors has resolved to continue this practice. Accordingly, the Companys allocation of income for purposes of EPS computation is the same for Class A and Class B shares and the EPS amounts reported herein are applicable to both Class A and Class B shares. Basic EPS is computed as net earnings (loss) less earnings allocated to non-vested equity awards divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options and the Employee Stock Purchase Plan. The following table reflects the basic and diluted EPS calculations for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024: THE CATO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 47 ` Fiscal Year Ended January 31, 2026 February 1, 2025 February 3, 2024 Numerator (Dollars in thousands) Net earnings (loss) $ (5,909) $ (18,057) $ (23,941) (Earnings) loss allocated to non-vested equity awards - (548) 1,347 Net earnings (loss) available to common stockholders $ (5,909) $ (18,605) $ (22,594) Denominator Basic weighted average common shares outstanding 18,786,674 19,249,081 19,389,907 Diluted weighted average common shares outstanding 18,786,674 19,249,081 19,389,907 Net income (loss) per common share Basic earnings (loss) per share $ (0.31) $ (0.97) $ (1.17) Diluted earnings (loss) per share $ (0.31) $ (0.97) $ (1.17) Unvested restricted stock excluded from the calculation of diluted EPS for the fiscal years ended January 31, 2026, February 1, 2025, and February 3, 2024 were 974,000 , 1,200,000 , and 1,100,000 , respectively, because the effect of including them in the calculation of diluted EPS would have been antidilutive. Ve ndor Allowances: The Company receives certain allowances from vendors primarily related to purchase discounts and markdown and damage allowances. All allowances are reflected in Cost of goods sold as earned when the related products are sold. Cash consideration received from a vendor is presumed to be a reduction of the purchase cost of merchandise and is reflected as a reduction of inventory. The Company does not receive cooperative advertising allowances. Income Taxes: The Company files a consolidated federal income tax return. Income taxes are provided based on the asset and liability method of accounting, whereby deferred income taxes are provided for temporary differences between the financial reporting basis and the tax basis of the Companys assets and liabilities. Unrecognized tax benefits for uncertain tax positions are established in accordance with ASC 740 Income Taxes (ASC 740) when, despite the fact that the tax return positions are supportable, the Company believes these positions may be challenged and the results are uncertain. The Company adjusts these liabilities in light of changing facts and circumstances. Potential accrued interest and penalties related to unrecognized tax benefits within operations are recognized as a component of Income before income taxes. The Tax Cuts and Jobs Act implemented a new minimum tax on global intangible low-taxed income (GILTI). The Company has elected to account for GILTI tax in the period in which it is incurred, which is included as a component of its current year provision for income taxes. Deferred Tax Valuation Allowance: The Company assesses the likelihood that deferred tax assets will be realized in light of the Companys current financial performance and projected future financial performance. Based on this assessment, the Company then determines if a valuation allowance should be recorded. If the Company concludes that it is more likely than not that the Company will not be able to realize its tax deferred assets, a valuation allowance is recorded for the proportion of the deferred tax asset it determines may not be realized. Store Opening Costs: Costs relating to the opening of new stores or the relocating or expanding of existing stores are expensed as incurred. A portion of construction, design, and site selection costs are capitalized to new, relocated and remodeled stores. THE CATO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 48 Insurance: The Company is self-insured with respect to employee health care, workers compensation and general liability. The Companys self-insurance liabilities are based on the total estimated cost of claims filed and estimates of claims incurred but not reported, less amounts paid against such claims, and are not discounted. Management reviews current and historical claims data in developing its estimates. The Company has stop-loss insurance coverage for individual claims in excess of $ 375,000 for employee healthcare, $ 350,000 for workers compensation and $ 250,000 for general liability. Fair Value of Financial Instruments: The Companys carrying values of financial instruments, such as cash and cash equivalents, short-term investments, and restricted cash, approximate their fair values due to their short terms to maturity and/or their variable interest rates. Stock Based Compensation: The Company records compensation expense associated with restricted stock and other forms of equity compensation in accordance with ASC 718 - Compensation Stock Compensation. Compensation cost associated with stock awards recognized in all years presented includes: 1) amortization related to the remaining unvested portion of all stock awards based on the grant date fair value and 2) adjustments for the effects of actual forfeitures versus initial estimated forfeitures. Recently Adopted Accounting Pronouncements: In December 2023, the FASB issued ASU 2023- 09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which modifies the requirements on income tax disclosures to require disaggregated information about a reporting entitys effective tax rate reconciliation, as well as information on income taxes paid. The Company adopted the standard on a retrospective basis effective for its annual period ended January 31, 2026. See Note 12, Income Taxes. Recently Issued Accounting Pronouncements: In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public entities to disclose, on an annual and interim basis, disaggregated information in the footnotes about specified information related to certain costs and expenses. This guidance is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently in the process of evaluating the potential impact of adoption of this new guidance on its consolidated financial statements and related disclosures. The Company has reviewed all other recently issued accounting pronouncements and believes none will have a material impact on the Companys financial statements. 2. Interest and Other Income: The components of Interest and other income are shown below (in thousands): Fiscal Year Ended January 31, 2026 February 1, 2025 February 3, 2024 Dividend income $ (57) $ (75) $ (78) Interest income (4,002) (5,019) (3,919) Miscellaneous income (1,779) (1,389) (1,079) Net gain on investment sales (849) (5,344) (25) Interest and other income $ (6,687) $ (11,827) $ (5,101) During fiscal 2024, the Company received $ 8.6 million from the insurance claim settlement and sale of its corporate jet, which had sustained damage in fiscal 2023. The Company recorded a net gain of $ 3.2 million which is included in Interest and other income in the accompanying Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the year ended February 1, 2025. THE CATO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 49 3. Short-Term Investments: At January 31, 2026, the Companys investment portfolio was primarily invested in corporate and governmental debt securities held in managed accounts. These securities are classified as available-for- sale as they are highly liquid and are recorded on the Consolidated Balance Sheets at estimated fair value, with unrealized gains and temporary losses reported net of taxes in Accumulated other comprehensive income. The table below reflects gross accumulated unrealized gains (losses) in short-term investments at January 31, 2026 and February 1, 2025 (in thousands): ` January 31, 2026 February 1, 2025 Debt securities Debt securities issued by the U.S. issued by the U.S. Government, its various Government, its various States, municipalities Corporate States, municipalities Corporate and agencies debt and agencies debt of each securities Total of each securities Total Cost basis $ 2,037 $ 54,548 $ 56,585 $ 5,878 $ 51,392 $ 57,270 Unrealized gains - 274 274 - 163 163 Unrealized (loss) - - - (10) - (10) Estimated fair value $ 2,037 $ 54,822 $ 56,859 $ 5,868 $ 51,555 $ 57,423 Accumulated other comprehensive income on the Consolidated Balance Sheets reflects the accumulated unrealized gains and losses in short-term investments in addition to unrealized gains and losses from equity investments and restricted cash investments. The table below reflects gross accumulated unrealized gains and losses in these investments at January 31, 2026 and February 1, 2025 (in thousands): ` January 31, 2026 February 1, 2025 Deferred Unrealized Deferred Unrealized Unrealized Tax Benefit/ Net Gain/ Unrealized Tax Benefit/ Net Gain/ Security Type Gain/(Loss) (Expense) (Loss) Gain/(Loss) (Expense) (Loss) Short-Term Investments $ 274 $ - $ 274 $ 153 $ - $ 153 Total $ 274 $ - $ 274 $ 153 $ - $ 153 THE CATO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 50 4. Fair Value Measurements: The following tables set forth information regarding the Companys financial assets that are measured at fair value as of January 31, 2026 and February 1, 2025 (in thousands): ` Prices in Active Significant Markets for Other Significant Identical Observable Unobservable January 31, 2026 Assets Inputs Inputs Description Level 1 Level 2 Level 3 Assets: Corporate Bonds $ 54,822 $ - $ 54,822 $ - U.S. Treasury/Agencies Notes and Bonds 2,037 - 2,037 - Cash Surrender Value of Life Insurance 9,693 - - 9,693 Total Assets $ 66,552 $ - $ 56,859 $ 9,693 Liabilities: Deferred Compensation $ (8,383) $ - $ - $ (8,383) Total Liabilities $ (8,383) $ - $ - $ (8,383) Prices in Active Significant Markets for Other Significant Identical Observable Unobservable February 1, 2025 Assets Inputs Inputs Description Level 1 Level 2 Level 3 Assets: State/Municipal Bonds $ 1,244 $ - $ 1,244 $ - Corporate Bonds 51,326 - 51,326 - U.S. Treasury/Agencies Notes and Bonds 4,624 - 4,624 - Cash Surrender Value of Life Insurance 9,301 - - 9,301 Asset-backed Securities (ABS) 229 - 229 - Total Assets $ 66,724 $ - $ 57,423 $ 9,301 Liabilities: Deferred Compensation $ (8,548) $ - $ - $ (8,548) Total Liabilities $ (8,548) $ - $ - $ (8,548) The Companys investment portfolio at January 31, 2026 was primarily invested in corporate bonds and taxable governmental debt securities held in managed accounts with underlying ratings of A or better. The corporate bonds have contractual maturities which range from 14 days to 2.6 years . The U.S. Treasury notes have a contractual maturity of 15 days . Level 2 investment securities include corporate, state and municipal bonds for which quoted prices may not be available on active exchanges for identical instruments. Their fair value is principally based on market values determined by management with the assistance of a third-party pricing service. Since quoted prices in active markets for identical assets are not available, these prices are determined by the pricing service using observable market information such as quotes from less active markets and/or quoted prices of securities with similar characteristics, among other factors. Deferred compensation plan assets consist primarily of life insurance policies. These life insurance policies are valued based on the cash surrender value of the insurance contract, which is determined based on such factors as the fair value of the underlying assets and discounted cash flow and are therefore classified within Level 3 of the valuation hierarchy. The Level 3 liability associated with the life insurance policies represents a deferred compensation obligation, the value of which is tracked via THE CATO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 51 underlying insurance funds net asset values, as recorded in Other noncurrent liabilities in the Consolidated Balance Sheets. These funds are designed to mirror the return of existing mutual funds and money market funds that are observable and actively traded. THE CATO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 52 The following tables summarize the change in fair value of the Companys financial assets and liabilities measured using Level 3 inputs for the years ended January 31, 2026 and February 1, 2025 (in thousands): ` Fair Value Measurements Using Significant Unobservable Asset Inputs (Level 3) Cash Surrender Value Beginning Balance at February 1, 2025 $ 9,301 Redemptions (365) Total gains or (losses) Included in interest and other income (or changes in net assets) 757 Ending Balance at January 31, 2026 $ 9,693 Fair Value Measurements Using Significant Unobservable Liability Inputs (Level 3) Deferred Compensation Beginning Balance at February 1, 2025 $ (8,548) Redemptions 1,246 Additions (206) Total (gains) or losses Included in interest and other income (or changes in net assets) (875) Ending Balance at January 31, 2026 $ (8,383) Fair Value Measurements Using Significant Unobservable Asset Inputs (Level 3) Cash Surrender Value Beginning Balance at February 3, 2024 $ 8,586 Total gains or (losses) Included in interest and other income (or changes in net assets) 715 Ending Balance at February 1, 2025 $ 9,301 Fair Value Measurements Using Significant Unobservable Liability Inputs (Level 3) Deferred Compensation Beginning Balance at February 3, 2024 $ (8,654) Redemptions 1,175 Additions (220) Total (gains) or losses Included in interest and other income (or changes in net assets) (849) Ending Balance at February 1, 2025 $ (8,548) THE CATO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 53 5. Accounts Receivable: Accounts receivable consist of the following (in thousands): January 31, 2026 February 1, 2025 Customer accounts principally deferred payment accounts $ 11,393 $ 11,428 Income tax receivable 5,739 5,425 Miscellaneous receivables 5,066 3,365 Bank card receivables 3,946 4,903 Total 26,144 25,121 Less allowance for customer credit losses 682 581 Accounts receivable net $ 25,462 $ 24,540 Finance charge and late charge revenue on customer deferred payment accounts totaled $ 2,654,000 , $ 2,696,000 and $ 2,640,000 for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024, respectively, and charges against the allowance for customer credit losses were approximately $ 856,000 , $ 654,000 and $ 554,000 for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024, respectively. Expenses relating to the allowance for customer credit losses are classified as a component of Selling, general and administrative expense in the accompanying Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). 6. Property and Equipment: Property and equipment consist of the following (in thousands): January 31, 2026 February 1, 2025 Land and improvements $ 13,593 $ 13,593 Buildings 35,601 35,950 Leasehold improvements 72,407 72,608 Fixtures and equipment 156,916 161,950 Information technology equipment and software 35,659 33,751 Construction in progress 179 928 Total 314,355 318,780 Less accumulated depreciation 260,607 258,454 Property and equipment net $ 53,748 $ 60,326 Construction in progress primarily represents costs related to new store development, distribution center improvements and investments in new technology. 7. Accrued Expenses: Accrued expenses consist of the following (in thousands): January 31, 2026 February 1, 2025 Accrued employment and related items $ 7,456 $ 8,189 Property and other taxes 11,784 13,261 Accrued self-insurance 8,592 8,593 Other 9,269 11,674 Total $ 37,101 $ 41,717 THE CATO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 54 8. Financing Arrangements: On March 13, 2025, the Company, as borrower, and certain other domestic subsidiaries, as borrowers and guarantors, entered into a Credit Agreement (the ABL Credit Agreement) and related loan documents, by and among the Company, certain other of the Companys domestic subsidiaries, and Wells Fargo Bank, National Association, as the lender (the Lender), to establish an asset-based revolving credit facility (the ABL Facility) in an amount up to $ 35.0 million. The proceeds from the ABL Facility may be used to provide funding for ongoing working capital and general corporate purposes. The ABL Credit Agreement is committed through March 2028 and is secured primarily by inventory and third-party credit card receivables. There were no borrowings outstanding and the availability under the facility was $ 30.0 million before giving effect to a $ 3.0 million outstanding letter of credit that reduced borrowing availability to $ 27.0 million as of January 31, 2026. The weighted average interest rate under the credit facility was zero at January 31, 2026 due to no outstanding borrowings. 9. Stockholders Equity: The holders of Class A Common Stock are entitled to one vote per share , whereas the holders of Class B Common Stock are entitled to ten votes per share . Each share of Class B Common Stock may be converted at any time into one share of Class A Common Stock. Subject to the rights of the holders of any shares of Preferred Stock that may be outstanding at the time, in the event of liquidation, dissolution or winding up of the Company, holders of Class A Common Stock are entitled to receive a preferential distribution of $ 1.00 per share of the net assets of the Company. Cash dividends on the Class B Common Stock cannot be paid unless cash dividends of at least an equal amount are paid on the Class A Common Stock. The Companys certificate of incorporation provides that shares of Class B Common Stock may be transferred only to certain Permitted Transferees consisting generally of the lineal descendants of holders of Class B Common Stock, trusts for their benefit, corporations and partnerships controlled by them and the Companys employee benefit plans. Any transfer of Class B Common Stock in violation of these restrictions, including a transfer to the Company, results in the automatic conversion of the transferred shares of Class B Common Stock held by the transferee into an equal number of shares of Class A Common Stock. The changes in the number of shares outstanding for the three fiscal years ended January 31, 2026, February 1, 2025, and February 3, 2024 are presented below (in thousands): Convertible Class A Class B Common Stock Common Stock January 28, 2023 18,723 1,764 Repurchases (288) - Share-based compensation 368 - February 3, 2024 18,803 1,764 Repurchases (912) - Share-based compensation 423 - February 1, 2025 18,314 1,764 Repurchases (317) - Share-based compensation (20) - January 31, 2026 17,977 1,764 THE CATO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 55 10. Employee Benefit Plans: The Company has a defined contribution retirement savings plan (401(k) plan) which covers all associates who meet minimum age and service requirements. The 401(k) plan allows participants to contribute up to 75% of their annual compensation up to the maximum elective deferral, designated by the Internal Revenue Service. The Company is obligated to make a minimum contribution to cover plan administrative expenses. Further Company contributions are at the discretion of the Board of Directors. The Company contributed $ 310,000 for the year ended January 31, 2026. The Companys contributions for the years ended February 1, 2025 and February 3, 2024 were approximately $ 0 and $ 1,099,000 , respectively. The Company has a trusteed, non-contributory Employee Stock Ownership Plan (ESOP), which covers substantially all associates who meet minimum age and service requirements. The amount of the Companys discretionary contribution to the ESOP is determined by the Compensation Committee of the Board of Directors and can be made in Company Class A Common stock or cash. Due to net operating losses in fiscal 2025, fiscal 2024, and fiscal 2023, the Committee did not approve a contribution to the ESOP for the years ended January 31, 2026, February 1, 2025, and February 3, 2024. The Company is primarily self-insured for healthcare. These costs are significant primarily due to the large number of the Companys retail locations and associates. The Companys self-insurance liabilities are based on the total estimated costs of claims filed and estimates of claims incurred but not reported, less amounts paid against such claims. Management reviews current and historical claims data in developing its estimates. If the underlying facts and circumstances of the claims change or the historical trend is not indicative of future trends, then the Company may be required to record additional expense or a reduction to expense which could be material to the Companys reported results of operations in the period recorded. The Company funds healthcare contributions to a third-party provider. 11. Leases: The Company determines whether an arrangement is a lease at inception. The Company has operating leases for stores, offices, warehouse space and equipment. Its leases have remaining lease terms of one year to 10 years , some of which include options to extend the lease term for up to five years , and some of which include options to terminate the lease within one year . The Company considers these options in determining the lease term used to establish its right-of-use assets and lease liabilities. The Companys lease agreements do not contain any material residual value guarantees or material restrictive covenants. As most of the Companys leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date of the lease in determining the present value of lease payments. The components of lease cost are shown below (in thousands): THE CATO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 56 ` Fiscal Year Ended January 31, 2026 February 1, 2025 February 3, 2024 Operating lease cost (a) $ 65,866 $ 67,174 $ 70,363 Variable lease cost (b) $ 2,490 $ 2,275 $ 2,646 (a) Includes right-of-use asset amortization of ($ 0.2 ) million, ($ 0.8 ) million, and ($ 1.3 ) million for the twelve months ended January 31, 2026, February 1, 2025, and February 3, 2024 respectively. (b) Primarily relates to monthly percentage rent for stores not presented on the balance sheet. Supplemental cash flow information and non-cash activity related to the Companys operating leases are as follows (in thousands): Operating cash flow information: Fiscal Year Ended January 31, 2026 February 1, 2025 February 3, 2024 Cash paid for amounts included in the measurement of lease liabilities $ 57,518 $ 60,717 $ 65,872 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations, net of rent violations $ 61,989 $ 53,419 $ 44,284 THE CATO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 57 Weighted-average remaining lease term and discount rate for the Companys operating leases are as follows: ` As of January 31, 2026 February 1, 2025 Weighted-average remaining lease term 2.4 years 2.3 years Weighted-average discount rate 6.27% 4.83% Maturities of lease liabilities by fiscal year for the Companys operating leases are as follows (in thousands): Fiscal Year 2026 $ 63,976 2027 45,395 2028 31,084 2029 19,210 2030 10,229 Thereafter 1,333 Total lease payments 171,227 Less: Imputed interest 20,779 Present value of lease liabilities $ 150,448 12. Income Taxes: Unrecognized tax benefits for uncertain tax positions, primarily recorded in Other noncurrent liabilities, are established in accordance with ASC 740 when, despite the fact that the tax return positions are supportable, the Company believes these positions may be challenged and the results are uncertain. The Company adjusts these liabilities in light of changing facts and circumstances. As of January 31, 2026, the Company had gross unrecognized tax benefits totaling approximately $ 1.9 million. Including the gross unrecognized tax benefits, and interest and penalties, $ 2.5 million would affect the effective tax rate if recognized. The Company had approximately $ 1.0 million, $ 1.7 million and $ 1.8 million of interest and penalties accrued related to uncertain tax positions as of January 31, 2026, February 1, 2025 and February 3, 2024, respectively. The Company recognizes interest and penalties related to the resolution of uncertain tax positions as a component of income tax expense. The Company recognized $ 188,000 , $ 295,000 and $ 393,000 of interest and penalties in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the years ended January 31, 2026, February 1, 2025 and February 3, 2024, respectively. The Company is no longer subject to U.S. federal income tax examinations for years before 2022. In state and local tax jurisdictions, the Company has limited exposure before 2015. During the next 12 months, various state and local taxing authorities statutes of limitations will expire and certain state examinations may close, which could result in a potential reduction of unrecognized tax benefits for which a range cannot be determined. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in thousands): THE CATO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 58 ` January 31, 2026 February 1, 2025 February 3, 2024 Fiscal Year Ended Balances, beginning $ 3,234 $ 3,897 $ 4,886 Additions for tax positions of the current year 374 65 76 Reduction for tax positions of prior years for: Lapses of applicable statutes of limitations (1,702) (728) (1,065) Balances, ending $ 1,906 $ 3,234 $ 3,897 The (benefit) provision for income taxes consists of the following (in thousands): ` January 31, 2026 February 1, 2025 February 3, 2024 Fiscal Year Ended Current income taxes: Federal $ (1,061) $ (128) $ (148) State (864) 395 (334) Foreign 334 1,677 1,898 Total (1,591) 1,944 1,416 Deferred income taxes: Federal - - 6,613 State - - 2,093 Foreign - - 18 Total - - 8,724 Total income tax (benefit) expense $ (1,591) $ 1,944 $ 10,140 THE CATO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 59 Significant components of the Companys deferred tax assets and liabilities as of January 31, 2026 and February 1, 2025 are as follows (in thousands): January 31, 2026 February 1, 2025 Deferred tax assets: Allowance for customer credit losses $ 145 $ 124 Inventory valuation 1,412 1,584 Non-deductible accrued liabilities 1,045 1,587 Other taxes 780 834 Federal benefit of uncertain tax positions 403 655 Equity compensation expense 2,476 2,750 Federal tax credits 1,583 928 Net operating losses 17,629 11,147 Charitable contribution carryover 113 264 Lease liabilities 34,653 33,077 Property and equipment 3,412 4,735 Amortization - 1,774 Other 1,513 1,776 Total deferred tax assets before valuation allowance 65,164 61,235 Valuation allowance (25,394) (23,151) Total deferred tax assets after valuation allowance 39,770 38,084 Deferred tax liabilities: Right-of-Use assets 39,660 38,000 Accrued self-insurance reserves 110 84 Total deferred tax liabilities 39,770 38,084 Net deferred tax assets $ - $ - The changes in the valuation allowance are presented below: January 31, 2026 February 1, 2025 February 3, 2024 Valuation Allowance Beginning Balance $ (23,151) $ (17,998) $ (5,058) Net Valuation Allowance (Additions) / Reductions (2,243) (5,153) (12,940) Valuation Allowance Ending Balance $ (25,394) $ (23,151) $ (17,998) As of January 31, 2026, the Company had $ 9.9 million of net deferred tax assets attributable to state net operating loss carryforwards. The Company assessed the likelihood that deferred tax assets related to state net operating loss carryforwards and other deferred tax assets affecting state income tax will be realized. Based on this assessment, the Company concluded that it is more likely than not the Company will not be able to realize $ 9.9 million of the net operating losses, and accordingly, has recorded a valuation allowance for the same amount. As of January 31, 2026, the Company had $ 15.5 million of net deferred tax assets attributable to U.S. federal net operating loss carryforwards, other credit carryforwards and all other deferred tax assets net of deferred tax liabilities. The Company assessed the likelihood that deferred tax assets related to net operating loss carryforwards, credit carryforwards and all other remaining deferred tax assets net of deferred tax liabilities will be realized. Based on this assessment, the Company concluded that it is more likely than not the Company will not be able to realize $ 7.7 million of net operating loss carryforwards, $ 1.6 million of credit carryforwards and $ 6.2 million of remaining deferred tax assets net of deferred tax liabilities. THE CATO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 60 The net change in the valuation allowance of $ 2.2 million for the year ended January 31, 2026 is due to recording a valuation allowance of $ 0.3 million against net deferred tax assets attributable to U.S. federal net operating loss carryforwards, other credit carryforwards and all other deferred tax assets net of deferred tax liabilities, including $ 1.9 million against state net operating losses. The net change in the valuation allowance for the year ended February 1, 2025 relates to U.S. federal net operating loss carryforwards, other credit carryforwards, all other deferred tax assets net of deferred tax liabilities, state net operating losses and state tax credits. As of January 31, 2026, the Companys position is that its overseas subsidiaries will not invest undistributed earnings indefinitely. Future unremitted earnings when distributed are expected to be either distributions of GILTI-previously taxed income or eligible for a 100 % dividends received deduction. The withholding tax rate on any unremitted earnings is zero and state income taxes on such earnings are considered immaterial. Therefore, the Company has not provided deferred U.S. income taxes on approximately $ 14.1 million of cumulative earnings from non-U.S. subsidiaries. Domestic losses of $ 17.8 million, $ 36.8 million, and $ 38.0 million for the fiscal year ended January 31, 2026, February 1, 2025, and February 3, 2024, respectively, were offset by profits in foreign jurisdictions of $ 10.3 million, $ 20.7 million, and $ 24.2 million, respectively. THE CATO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 61 The reconciliation of the Companys effective income tax rate with the statutory rate is as follows: January 31, 2026 February 1, 2025 February 3, 2024 U.S. Federal Statutory Tax Rate $ (1,575) 21.0 % $ (3,384) 21.0 % $ (2,898) 21.0 % State and Local Income Taxes, Net of Federal Income Tax Effect (a) 661 (8.8) 935 (5.8) 2,752 (19.9) Foreign Tax Effects Hong Kong Tax Rate Differential (453) 6.0 (922) 5.7 (1,082) 7.8 Offshore Claim (1,372) 18.3 (1,739) 10.8 (2,098) 15.2 Other foreign jurisdictions 1 - 2 - 4 - Effect of Changes in Tax Laws or Rates Enacted in the Current Period Change in Tax Rate - - - - (2) - Effect of Cross-Border Tax Laws Global intangible low-taxed income 1,970 (26.3) 3,969 (24.6) 4,577 (33.2) Tax Credits Research and development tax credits (165) 2.2 (100) 0.6 (70) 0.5 Employment related tax credits (655) 8.7 (309) 1.9 (207) 1.5 Other (1) - (1) - (2) - Changes in Valuation Allowance 1,165 (15.5) 3,347 (20.8) 9,570 (69.3) Nontaxable or Nondeductible items Limitation on officer compensation 335 (4.5) 431 (2.7) 435 (3.1) Addback on wage related credits 96 (1.3) 65 (0.4) 43 (0.3) Share-based payment awards 247 (3.3) 94 (0.6) 4 - Other (49) 0.7 279 (1.7) 131 (1.1) Changes in Unrecognized Tax Benefits (1,796) 23.9 (723) 4.5 (1,017) 7.4 Effective Tax Rate $ (1,591) 21.2 % $ 1,944 (12.1) % $ 10,140 (73.5) % (a) State taxes in South Carolina and Texas made up the majority (greater than 50 %) of the tax effect in this category for the years ended January 31, 2026, February 1, 2025, and February 3, 2024, respectively. 13. Reportable Segment Information: The Company has determined that it has four operating segments, as defined under ASC 280 Segment Reporting (ASC 280), including Cato, Its Fashion, Versona and Credit. The Company has two reportable segments: Retail and Credit. The Company has aggregated its three retail operating segments, including e- commerce, based on the aggregation criteria outlined in ASC 280-10, which states that two or more operating segments may be aggregated into a single reportable segment if aggregation is consistent with the objective and basic principles of ASC 280-10, which require the segments to have similar economic characteristics, products, production processes, clients and methods of distribution. The Companys retail operating segments have similar economic characteristics and similar operating, financial and competitive risks. The products sold in each retail operating segment are similar in nature, as they all offer womens apparel, shoes and accessories. Merchandise inventory of the Companys retail operating segments is sourced from the same countries and some of the same vendors, using similar production processes. Merchandise for the Companys retail operating segments is distributed to retail stores in a similar manner through the Companys single distribution center and is subsequently distributed to customers in a similar manner. The Company offers its own credit card to its customers and all credit authorizations, payment processing THE CATO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 62 and collection efforts are performed by a wholly-owned subsidiary of the Company. The Company does not allocate certain corporate expenses to the Credit segment. The Companys President and Chief Executive Officer is the Companys chief operating decision maker (CODM). The structure described above reflects the manner in which the CODM regularly assesses information for decision-making purposes, including the allocation of resources. The Company also provides corporate services, including finance, information technology, and corporate administration, to its segments which are fully allocated to the retail segment. Interest and other income from assets held for investment and sale are not included in assessing the segments performance and therefore not allocated to either segment. The CODM manages and evaluates the segments operating performance based on segment sales, expenses, and segment income (loss) before income taxes as presented in the Companys annual budget and forecasting process, as well as monthly analyses of budget-to-actual and prior year variances. Segment expenses and other items primarily include cost of goods sold, selling, general and administrative expenses, depreciation and interest and other income. Assessment and approval of all capital expenditures are determined to be in support of and based on the needs of the retail segment; however, the CODM does not evaluate performance or allocate resources based on segment asset balances and, therefore, total segment assets are not presented in the tables below. The measure of segment assets is reported on the balance sheet as total consolidated assets. The accounting policies of the segments are the same as those described in the Summary of Significant Accounting Policies in Note 1. The Company evaluates segment performance based on segment income before income taxes. THE CATO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 63 The following schedule summarizes certain segment information (in thousands): ` Fiscal 2025 Retail Credit Total Total Revenues $ 651,158 $ 2,654 $ 653,812 Cost of goods sold (a) 431,551 - 431,551 Selling, general, and administrative (b) 157,738 1,617 159,355 Corporate overhead 67,107 - 67,107 Depreciation 9,986 - 9,986 Interest and other income (375) (1,148) (1,523) Segment income (loss) before income taxes $ (14,849) $ 2,185 $ (12,664) Corporate interest and other income (5,164) Loss before income taxes $ (7,500) Capital expenditures $ 3,763 $ - $ 3,763 Fiscal 2024 Retail Credit Total Total Revenues $ 647,110 $ 2,696 $ 649,806 Cost of goods sold (a) 436,440 - 436,440 Selling, general, and administrative (b) 162,367 1,630 163,997 Corporate overhead 67,492 - 67,492 Depreciation 9,817 - 9,817 Interest and other income (410) (1,162) (1,572) Segment income (loss) before income taxes $ (28,596) $ 2,228 $ (26,368) Corporate interest and other income (10,255) Loss before income taxes $ (16,113) Capital expenditures $ 7,872 $ - $ 7,872 Fiscal 2023 Retail Credit Total Total Revenues $ 705,419 $ 2,640 $ 708,059 Cost of goods sold (a) 464,313 - 464,313 Selling, general, and administrative (b) 176,205 1,632 177,837 Corporate overhead 74,940 - 74,940 Depreciation 9,871 - 9,871 Interest and other income (267) (737) (1,004) Segment income (loss) before income taxes $ (19,643) $ 1,745 $ (17,898) Corporate interest and other income (4,097) Loss before income taxes $ (13,801) Capital expenditures $ 12,532 $ - $ 12,532 (a) Refer to Note 1 for additional information on the components of Cost of goods sold. (b) Selling, general, and administrative expense include corporate and store payroll, related payroll taxes and benefits, insurance, supplies, advertising, bank and credit card processing fees. THE CATO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 64 14. Stock Based Compensation: As of January 31, 2026, the Companys 2018 Incentive Compensation Plan was available for the granting of various forms of equity-based awards, including restricted stock and stock options for grant to officers, directors and key employees. The following table presents the number of options and shares of restricted stock initially authorized and available for grant under this plan as of January 31, 2026: ` 2018 Plan Options and/or restricted stock initially authorized 4,725,000 Options and/or restricted stock available for grant: February 1, 2025 2,797,601 January 31, 2026 2,869,806 In accordance with ASC 718, the fair value of restricted stock awards is estimated on the date of grant based on the market price of the Companys stock and is amortized to compensation expense on a straight-line basis over a five-year vesting period. As of January 31, 2026, there was $ 4,063,868 of total unrecognized compensation expense related to unvested restricted stock awards, which is expected to be recognized over a remaining weighted-average vesting period of 1.4 years. The total grant date fair value of the shares recognized as compensation expense during the twelve months ended January 31, 2026, February 1, 2025 and February 3, 2024 was $ 1,647,000 , $ 2,270,000 and $ 4,105,000 , respectively. The expenses are classified as a component of Selling, general and administrative expenses in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). The following summary shows the changes in the shares of unvested restricted stock outstanding during the years ended January 31, 2026, February 1, 2025 and February 3, 2024: ` Weighted Average Number of Grant Date Fair Shares Value Per Share Restricted stock awards at January 28, 2023 1,059,433 $ 13.10 Granted 414,502 8.29 Vested (217,238) 13.97 Forfeited or expired (132,824) 11.73 Restricted stock awards at February 3, 2024 1,123,873 $ 11.32 Granted 386,900 4.80 Vested (232,696) 13.22 Forfeited or expired (62,896) 9.21 Restricted stock awards at February 1, 2025 1,215,181 $ 8.98 Granted - - Vested (225,924) 12.89 Forfeited or expired (84,205) 8.27 Restricted stock awards at January 31, 2026 905,052 $ 8.06 The Companys Employee Stock Purchase Plan allows eligible full-time employees to purchase a limited number of shares of the Companys Class A Common Stock during each semi-annual offering period at a 15 % discount through payroll deductions. During the twelve month period ended January 31, 2026, the Company sold 51,845 shares to employees at an average discount of $ 0.49 per share under the Employee Stock Purchase Plan. The compensation expense recognized for the 15 % discount given under the Employee Stock Purchase Plan was approximately $ 25,000 , $ 60,000 and $ 67,000 for fiscal years THE CATO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 65 2025, 2024 and 2023, respectively. These expenses are classified as a component of Selling, general and administrative expenses. 15. Commitments and Contingencies: The Company is, from time to time, involved in routine litigation incidental to the conduct of its business, including litigation regarding the merchandise that it sells, litigation regarding intellectual property, litigation instituted by persons injured upon premises under our control, litigation with respect to various employment matters, including alleged discrimination and wage and hour litigation, and litigation with present or former employees. Although such litigation is routine and incidental to the conduct of the Companys business, as with any business of its size with a significant number of employees and significant merchandise sales, such litigation could result in large monetary awards. Based on information currently available, management does not believe that any reasonably possible losses arising from current pending litigation will have a material adverse effect on the Companys consolidated financial statements. However, given the inherent uncertainties involved in such matters, an adverse outcome in one or more of such matters could materially and adversely affect the Companys financial condition, results of operations and cash flows in any particular reporting period. The Company accrues for these matters when the liability is deemed probable and reasonably estimable. 16. Accumulated Other Comprehensive Income: The following table sets forth information regarding the changes in Accumulated other comprehensive income (in thousands) for the year ended January 31, 2026: ` Changes in Accumulated Other Comprehensive Income (a) Unrealized Gains and (Losses) on Available-for-Sale Securities Beginning Balance at February 1, 2025 $ 153 Other comprehensive income (loss) before reclassification 158 Amounts reclassified from accumulated other comprehensive income (b) (37) Net current-period other comprehensive income (loss) 121 Ending Balance at January 31, 2026 $ 274 (a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income. (b) Includes $ 37 impact of Accumulated other comprehensive income reclassifications into Interest and other income for net gains on available-for-sale securities. The tax impact of this reclassification was $ 0 . Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income. THE CATO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 66 The following table sets forth information regarding the changes in Accumulated other comprehensive income (in thousands) for the year ended February 1, 2025: Changes in Accumulated Other Comprehensive Income (a) Unrealized Gains and (Losses) on Available-for-Sale Securities Beginning Balance at February 3, 2024 $ 395 Other comprehensive income (loss) before reclassification 541 Amounts reclassified from accumulated other comprehensive income (b) (783) Net current-period other comprehensive income (loss) (242) Ending Balance at February 1, 2025 $ 153 (a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income. (b) Includes $1,015 impact of Accumulated other comprehensive income reclassifications into Interest and other income for net gains on available-for-sale securities. The tax impact of this reclassification was $ 232 . Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income. THE CATO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 67 The following table sets forth information regarding the changes in Accumulated other comprehensive income (in thousands) for the year ended February 3, 2024: Changes in Accumulated Other Comprehensive Income (a) Unrealized Gains and (Losses) on Available-for-Sale Securities Beginning Balance at January 28, 2023 $ (1,238) Other comprehensive income (loss) before reclassification 1,614 Amounts reclassified from accumulated other comprehensive income (b) 19 Net current-period other comprehensive income (loss) 1,633 Ending Balance at February 3, 2024 $ 395 (a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income. (b) Includes $ 25 impact of Accumulated other comprehensive income reclassifications into Interest and other income for net gains on available-for-sale securities. The tax impact of this reclassification was $ 6 . Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income. 68 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure: Not applicable. Item 9A. Controls and Procedures: Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures We carried out an evaluation, with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures as of January 31, 2026. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of January 31, 2026, our disclosure controls and procedures, as defined in Rule 13a-15(e), under the Securities Exchange Act of 1934 (the Exchange Act), were effective to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Managements Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we carried out an evaluation of the effectiveness of our internal control over financial reporting as of January 31, 2026 based on the Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that our internal control over financial reporting was effective as of January 31, 2026. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of January 31, 2026, as stated in its report which is included herein. Changes in Internal Control Over Financial Reporting No change in the Companys internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) has occurred during the Companys fiscal quarter ended January 31, 2026 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting. Inherent Limitations on Effectiveness of Controls The Companys management, including its Principal Executive Officer and Principal Financial Officer, does not expect our disclosure controls and procedures or internal controls to prevent all errors and all fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision- making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain 69 assumptions about the likelihood of future events, and there can be no assurance any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Item 9B. Other Information: During the three months ended January 31, 2026, none of the Companys directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted or terminated a Rule10b5-1 trading arrangement or a non - Rule10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections : Not applicable. 70 PART III Item 10. Directors, Executive Officers and Corporate Governance: Information contained under the captions Election of Directors, Meetings and Committees, Corporate Governance Matters and Delinquent Section 16(a) Reports in the Registrants Proxy Statement for its 2026 annual stockholders meeting (the 2026 Proxy Statement) is incorporated by reference in response to this Item 10. The information in response to this Item 10 regarding executive officers of the Company is contained in Item 3A, Part I hereof under the caption Executive Officers of the Registrant. Item 11. Executive Compensation: Information contained under the captions 2025 Executive Compensation (except for the information under the heading Pay Versus Performance), Fiscal Year 2025 Director Compensation, and Corporate Governance Matters-Compensation Committee Interlocks and Insider Participation in the Companys 2026 Proxy Statement is incorporated by reference in response to this Item. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters: Equity Compensation Plan Information The following table provides information about stock options outstanding and shares available for future awards under all of the Companys equity compensation plans. The information is as of January 31, 2026. (a) Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (1) (b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (1) (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (2) Plan Category Equity compensation plans approved by security holders - - 3,152,335 Equity compensation plans not approved by security holders - - - Total - - 3,152,335 (1) There are no outstanding stock options, warrants or stock appreciation rights. (2) Includes the following: Under the Companys stock incentive plan, referred to as the 2018 Incentive Compensation Plan, 2,869,806 shares are available for grant. Under this plan, non- qualified stock options may be granted to key associates. Under the Employee Stock Purchase Plan, 282,529 shares are available. Eligible associates may participate in the purchase of designated shares of the Companys common stock. The purchase price of this stock is equal to 85% of the lower of the closing price at the beginning or the end of each semi-annual stock purchase period. 71 Information contained under Security Ownership of Certain Owners and Management in the 2026 Proxy Statement is incorporated by reference in response to this Item. Item 13. Certain Relationships and Related Person Transactions, and Director Independence: Information contained under the caption Certain Relationships and Related Person Transactions, Corporate Governance Matters-Director Independence and Meetings and Committees in the 2026 Proxy Statement is incorporated by reference in response to this Item. Item 14. Principal Accountant Fees and Services: Information contained under the captions Ratification of Independent Registered Public Accounting Firm-Audit Fees and -Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services by the Independent Registered Public Accounting Firm in the 2026 Proxy Statement is incorporated by reference in response to this Item. 72 PART IV Item 15. Exhibits and Financial Statement Schedules: (a) The following documents are filed as part of this report: (1) Financial Statements: Page Report of Independent Registered Public Accounting Firm .................................................................... 36 Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024 ................................................ 39 Consolidated Balance Sheets at January 31, 2026 and February 1, 2025 ................................................. 40 Consolidated Statements of Cash Flows for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024 ................................................................................................................................ 41 Consolidated Statements of Stockholders Equity for the fiscal years ended January 31, 2026, February 1, 2025 and February 3, 2024 .................................................................................................... 42 Notes to Consolidated Financial Statements ............................................................................................. 43 (2) Financial Statement Schedule: The following report and financial statement schedule is filed herewith: Schedule II Valuation and Qualifying Accounts ................................................................................. 76 All other schedules are omitted as the required information is inapplicable or the information is presented in the Consolidated Financial Statements or related Notes thereto. (3) Index to Exhibits: The following exhibits listed in the Index below are filed or furnished with this report or, as noted, incorporated by reference herein. The Company will supply copies of the following exhibits to any shareholder upon receipt of a written request addressed to the Corporate Secretary, The Cato Corporation, 8100 Denmark Road, Charlotte, NC 28273 and the payment of $.50 per page to help defray the costs of handling, copying and postage. In most cases, documents incorporated by reference to exhibits to our registration statements, reports or proxy statements filed by the Company with the Securities and Exchange Commission are available to the public over the Internet from the SECs web site at http://www.sec.gov. 73 Exhibit Number Description of Exhibit 3.1 [Registrant's Amended and Restated Certificate of Incorporation, incorporated by reference](http://www.sec.gov/Archives/edgar/data/18255/000001825520000029/exhibit31.htm) [to Exhibit 3.1 to Form 10-Q of the Registrant for the quarter ended May 2, 2020.](http://www.sec.gov/Archives/edgar/data/18255/000001825520000029/exhibit31.htm) 3.2 [Registrants Amended and Restated By Laws, incorporated by reference to Exhibit 3.2 to](http://www.sec.gov/Archives/edgar/data/18255/000001825520000029/exhibit32.htm) [Form 10-Q of the Registrant for the quarter ended May 2, 2020.](http://www.sec.gov/Archives/edgar/data/18255/000001825520000029/exhibit32.htm) 4.1 [Description of the Registrant's Securities Registered Pursuant to Section 12 of the](http://www.sec.gov/Archives/edgar/data/18255/000001825520000005/exhibit41.htm) [Securities Exchange Act of 1934, incorporated by reference to Exhibit 4.1 to Form 10-K of](http://www.sec.gov/Archives/edgar/data/18255/000001825520000005/exhibit41.htm) [the Registrant for the year ended February 1, 2020.](http://www.sec.gov/Archives/edgar/data/18255/000001825520000005/exhibit41.htm) 10.1* [The Cato Corporation 2021 Employee Stock Purchase Plan (Amended and Restated as of](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000018255/000120677425000213/cato4401631-def14a.htm) [October 1, 2025) incorporated by reference to Appendix A to Proxy Statement of the](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000018255/000120677425000213/cato4401631-def14a.htm) [Registrant filed on April 10, 2025.](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000018255/000120677425000213/cato4401631-def14a.htm) 10.2* [2013 Incentive Compensation Plan, incorporated by reference to Exhibit 4.1 to Form S-8](http://www.sec.gov/Archives/edgar/data/18255/000001825513000027/exhibit41.htm) [of the Registrant filed May 31, 2013 (SEC file No. 333-188993).](http://www.sec.gov/Archives/edgar/data/18255/000001825513000027/exhibit41.htm) 10.3* [2018 Incentive Compensation Plan, incorporated by reference to Exhibit 99.1 to Form S-8](http://www.sec.gov/Archives/edgar/data/18255/000001825518000041/catos82018.htm) [of the Registrant filed June 1, 2018 (SEC file No. 333-225350).](http://www.sec.gov/Archives/edgar/data/18255/000001825518000041/catos82018.htm) 10.8* [Deferred Compensation Plan effective July 28, 2011, incorporated by reference to Exhibit](http://www.sec.gov/Archives/edgar/data/18255/000001825511000019/catoexhibit101deferredcomppl.htm) [10.1 to Form 8-K of the Registrant filed on July 19, 2011.](http://www.sec.gov/Archives/edgar/data/18255/000001825511000019/catoexhibit101deferredcomppl.htm) 10.9* [Letter Agreement between the Registrant and Charles Knight dated as of January 4, 2022,](http://www.sec.gov/Archives/edgar/data/0000018255/000001825522000003/exhibit10.htm) [incorporated by reference to Exhibit 10.1 to Form 8-K of the Registrant filed on January 6,](http://www.sec.gov/Archives/edgar/data/0000018255/000001825522000003/exhibit10.htm) [2022.](http://www.sec.gov/Archives/edgar/data/0000018255/000001825522000003/exhibit10.htm) 10.10 [Credit Agreement, dated as of March 13, 2025, by and among Wells Fargo Bank, National](http://www.sec.gov/Archives/edgar/data/18255/000156276225000045/exhibit101.htm) [Association, as Lender, and The Cato Corporation and certain of its subsidiaries as](http://www.sec.gov/Archives/edgar/data/18255/000156276225000045/exhibit101.htm) [Borrowers and certain of its other subsidiaries as Guarantors, incorporated by reference to](http://www.sec.gov/Archives/edgar/data/18255/000156276225000045/exhibit101.htm) [Exhibit 10.1 to Form 8-K of the Registrant filed March 19, 2025.](http://www.sec.gov/Archives/edgar/data/18255/000156276225000045/exhibit101.htm) 19.1** [Insider Trading Policy of the Registrant, incorporated by reference to Exhibit 19.1 to Form](exhibit191.htm) [10-K of the Registrant for the fiscal year ended February 1, 2025.](exhibit191.htm) 21.1** [Subsidiaries of Registrant.](exhibit211.htm) 23.1** [Consent of Independent Registered Public Accounting Firm.](exhibit231.htm) 31.1** [Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.](exhibit311.htm) 31.2** [Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.](exhibit312.htm) 32.1** [Section 1350 Certification of Chief Executive Officer.](exhibit321.htm) 32.2** [Section 1350 Certification of Chief Financial Officer.](exhibit322.htm) 97.1 [Registrants Dodd-Frank Clawback Policy, incorporated by reference to Exhibit 97.1 to](http://www.sec.gov/Archives/edgar/data/18255/000156276224000065/exhibit971.htm) [Form 10-K of the Registrant for the fiscal year ended February 3, 2024.](http://www.sec.gov/Archives/edgar/data/18255/000156276224000065/exhibit971.htm) 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definitions Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104.1 Cover Page Interactive Data File (Formatted in Inline XBRL and contained in the Interactive Data Files submitted as Exhibit 101.1**). ___________ * Management contract or compensatory plan required to be filed under Item 15 of this report and Item 601 of Regulation S-K. ** Filed or submitted electronically herewith. 74 Item 16. Form 10-K Summary: Not applicable. 75 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Cato has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The Cato Corporation By /s/ JOHN P. D. CATO By /s/ CHARLES D. KNIGHT John P. D. Cato Chairman, President and Chief Executive Officer Charles D. Knight Executive Vice President Chief Financial Officer By /s/ JEFFREY R. SHOCK Jeffrey R. Shock Senior Vice President Controller Date: March 25, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 25, 2026 by the following persons on behalf of the Registrant and in the capacities indicated: /s/ JOHN P. D. CATO John P. D. Cato (President and Chief Executive Officer (Principal Executive Officer) and Director) /s/ BAILEY W. PATRICK Bailey W. Patrick (Director) /s/ CHARLES D. KNIGHT Charles D. Knight (Executive Vice President Chief Financial Officer (Principal Financial Officer)) /s/ THOMAS B. HENSON Thomas B. Henson (Director) /s/ JEFFREY R. SHOCK Jeffrey R. Shock (Senior Vice President Controller (Principal Accounting Officer)) /s/ BRYAN F. KENNEDY III Bryan F. Kennedy III (Director) /s/ D. HARDING STOWE D. Harding Stowe (Director) /s/ THERESA J. DREW Theresa J. Drew (Director) /s/ PAMELA L. DAVIES Pamela L. Davies (Director) 76 Schedule II VALUATION AND QUALIFYING ACCOUNTS (in thousands) Allowance for Customer Self Insurance Credit Losses(a) Reserves(b) Balance at January 28, 2023 $ 761 $ 7,673 Additions charged to costs and expenses 578 16,063 Additions (reductions) charged to other accounts 72 (c) 467 Deductions (706) (d) (15,075) Balance at February 3, 2024 $ 705 $ 9,128 Additions charged to costs and expenses 654 14,304 Additions (reductions) charged to other accounts 65 (c) (522) Deductions (843) (d) (14,791) Balance at February 1, 2025 $ 581 $ 8,119 Additions charged to costs and expenses 856 14,570 Additions (reductions) charged to other accounts 61 (c) 162 Deductions (816) (d) (14,810) Balance at January 31, 2026 $ 682 $ 8,041 (a) Deducted from trade accounts receivable. (b) Reserve for Workers' Compensation, General Liability and Healthcare. (c) Recoveries of amounts previously written off. (d) Uncollectible accounts written off.