8-K - CATO - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

450 Fifth Street NW

Washington, D.C. 29549

Form

8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 22, 2025

THE CATO CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

1-31340

56-0484485

(State or Other Jurisdiction

Incorporation

(Commission

File Number)

(IRS Employer

Identification No.)

8100 Denmark Road

Charlotte

North Carolina

(Address of Principal Executive Offices)

28273-5975

(Zip Code)

(704)

554-8510

(Registrant’s Telephone

Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check

the

appropriate

box

below

the

Form

8-K

filing

intended

simultaneously

satisfy

the

filing

obligation

the

registrant

under any of the following provisions:

☐

Written communications pursuant to Rule 425

under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a

-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange

Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange

Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A - Common Stock, par value $.033 per share

CATO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company

as defined in Rule 405 of the Securities Act of 1933

(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934

(§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company,

indicate by check mark if the registrant has elected not to use the extended

transition period for

complying with any new or revised financial accounting standards provided

pursuant to Section 13(a) of the Exchange Act.

☐

THE CATO

CORPORATION

Item 2.02. Results of Operations and Financial Condition.

On May 22, 2025, The Cato Corporation issued a press release regarding its financial results for

the first quarter

ending May 3, 2025. A copy of this press release is hereby incorporated as Exhibit 99.1 hereto.

Item 5.07. Submission of Matters to a Vote

of Security Holders.

May

22,

2025,

the

Registrant

held

its

Annual

Meeting.

The

following

are

the

voting

results

each

matter

submitted to the Registrant’s

stockholders at the

Annual Meeting. The

proposals below are described

in detail in the

Proxy Statement.

At the Annual

Meeting, the two

nominees for director

were elected to

the Registrant’s

Board of Directors

(Proposal

1 below).

In addition, management’s

proposal to amend and

restate the Cato Corporation

2013 Employee Stock Purchase

Plan

was approved (Proposal 2 below).

addition,

management’s

proposal

regarding

the

selection

PricewaterhouseCoopers

LLP

the

Company’s

independent registered public

accounting firm for

the fiscal year ending

January 31, 2026

was approved (Proposal

below).

Summary of Voting

By Proposal

elect Theresa

J. Drew

and D.

Harding Stowe,

each for

a term

expiring in

2028

and until

their successors

are elected and qualified. Votes

recorded, by nominee, were as follows:

Nominee

For

Abstain

Broker

Non-Votes

Theresa J. Drew

25,248,912

282,410

5,927,162

D. Harding Stowe

22,904,087

2,627,335

5,927,162

consider

and

vote

upon

proposal

amend

and

restate

The

Cato

Corporation

2013

Employee

Stock

Purchase

Plan,

amended

2021.

The

Company’s

shareholders

voted

approve

this

proposal

with

25,305,519 for and 143,306 votes against. There were 82,497 abstentions.

ratify

the

selection

PricewaterhouseCoopers

LLP

the

Company’s

independent

registered

public

accounting firm

for the

fiscal year

ending

January 31,

Company’s

shareholders

voted to

approve

this proposal with 31,099,302 for and 268,605 votes against. There

were 90,577 abstentions.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 - Press Release issued May 22, 2025

Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document)

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the

Registrant has duly caused this

report to be signed on its behalf by the undersigned thereunto duly

authorized.

THE CATO

CORPORATION

May 28, 2025

/s/ John P.

D. Cato

Date

John P.

D. Cato

Chairman, President and

Chief Executive Officer

May 28, 2025

/s/ Charles D. Knight

Date

Charles D. Knight

Executive Vice President

Chief Financial Officer

Exhibit Index

Exhibit

No.

99.1 - Press Release issued May 22, 2025

99.1

104

Cover page Interactive Data File (embedded within Inline

XBRL document)

104

exhibit99

EXHIBIT 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

For Further Information Contact:

Charles D. Knight

Executive Vice President

Chief Financial Officer

InvestorRelations@catocorp.com

CATO REPORTS

1Q EARNINGS

CHARLOTTE, N.C. (May 22, 2025) – The Cato Corporation (NYSE: CATO) today reported net income of $3.3 million

or $0.17 per diluted share for the first quarter ended May 3, 2025, compared

to net income of $11.0 million or $0.54 per

diluted share for the first quarter ended May 4, 2024.

Sales for the first quarter ended May 3, 2025 were $168.4 million, or a decrease

of 4% from sales of $175.3 million for

the first quarter ended May 4, 2024.

The Company’s same-store sales for the quarter were flat.

"Our results reflect our customers’ cautious approach to discretionary

spending,” said John Cato, Chairman, President and

Chief Executive Officer.

“While our sales trend improved later in the quarter, the general uncertainty regarding the

economy and the potential impact of the proposed tariffs has us cautious about

the remainder of the year.”

First quarter gross margin as a percentage of sales was 35.1% in 2025 and 35.8% in

2024.

The decrease in gross margin as

a percentage of sales is due to lower merchandise contribution

caused in part by higher sales of marked down goods,

partially offset by lower buying costs.

Selling, General and Administrative expense decreased

to $55.3 million in 2025

from $56.8 million in 2024 due to decreases in corporate and field payroll

expense, as well as, lower insurance costs and

store expenses.

These decreases were partially offset by increases in equipment maintenance.

Selling, General and

Administrative expense as a percentage of sales increased to 32.8% in

2025 compared to 32.4% in 2024.

Interest and

other income decreased to $1.2 million in 2025 from $5.8 million in 2024 primarily

due to a net gain on sale of land of

$3.2 million and sales of equity securities recorded in the first quarter

of 2024.

Income tax expense for the quarter

increased to $0.9 million in 2025 from

$0.6 million in 2024.

The increase in tax expense is primarily due to changes in

state and foreign tax rates.

Additionally, the Company bought back 294,036 shares during the quarter.

During the first quarter ended May 3, 2025, the Company did not open any

stores and permanently closed eight stores.

of May 3, 2025, the Company operated 1,109 stores in 31 states, compared

to 1,171 stores in 31 states as of May 4, 2024.

The Cato Corporation is a leading specialty retailer of value-priced fashion apparel

and accessories operating three

concepts, “Cato,” “Versona” and “It’s

Fashion.”

The Company’s Cato stores offer exclusive merchandise with fashion

and quality comparable to mall specialty stores at low prices every

day.

The Company also offers exclusive merchandise

found in its Cato stores at www.catofashions.com.

Versona

is a unique fashion destination offering apparel and

accessories including jewelry, handbags and shoes at exceptional prices every day.

Select Versona

merchandise can also

be found at www.shopversona.com.

It’s Fashion offers fashion with a focus on the latest trendy styles for the entire

family at low prices every day.

Statements in this press release that express a belief, expectation or intention, as well as those that are not a historical

fact,

including, without limitation, statements regarding the Company’s

expected or estimated operational financial

results, activities or opportunities, and potential impacts and effects of interest rates, inflation or other factors that may

affect our customers’ discretionary spending or our costs are considered “forward-looking” within the meaning of The

Private Securities Litigation Reform Act of 1995.

Such forward-looking statements are based on current expectations that

are 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, any

actual or perceived deterioration in, or continuation of negative trends 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; 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 implement our new

store development

strategy to increase new store openings and the ability of any such new stores to grow and perform as expected;

underperformance or other factors that may lead to, or affect the volume

of, store closures; adverse weather,

public

health threats (including the global coronavirus (COVID-19) outbreak), acts of war or aggression or similar conditions

that may affect our merchandise supply chain, 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

of the Company’s

most recently filed annual report on Form 10-K and in other reports the Company files with or

furnishes to the SEC from time to time.

The Company does not undertake to publicly update or

revise the forward-looking

statements even if experience or future changes make it clear that the projected results expressed or implied therein will

not be realized. The Company is not responsible for any changes made to this press release by wire or Internet services.

* * *

THE CATO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS

OF INCOME (UNAUDITED)

FOR THE PERIODS ENDED May 3, 2025 AND May 4, 2024

(Dollars in thousands, except per share data)

Quarter Ended

May 3

May 4

2025

Sales

2024

Sales

REVENUES

Retail sales

168,419

100.0%

175,272

100.0%

Other revenue (principally finance,

late fees and layaway charges)

1,823

1.1%

1,827

1.0%

Total revenues

170,242

101.1%

177,099

101.0%

GROSS MARGIN (Memo)

59,101

35.1%

62,767

35.8%

COSTS AND EXPENSES, NET

Cost of goods sold

109,318

64.9%

112,505

64.2%

Selling, general and administrative

55,325

32.8%

56,752

32.4%

Depreciation

2,564

1.5%

2,040

1.2%

Interest and other income

(1,202)

-0.7%

(5,821)

-3.3%

Costs and expenses, net

166,005

98.6%

165,476

94.4%

Income Before Income Taxes

4,237

2.5%

11,623

6.6%

Income Tax Expense

928

0.6%

649

0.4%

Net Income

3,309

2.0%

10,974

6.3%

Basic Earnings Per Share

0.17

0.54

Diluted Earnings Per Share

0.17

0.54

THE CATO CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

May 3,

February 1,

2025

(Unaudited)

ASSETS

Current Assets

Cash and cash equivalents

31,346

20,279

Short-term investments

48,609

57,423

Restricted cash

2,675

2,799

Accounts receivable - net

26,830

24,540

Merchandise inventories

109,430

110,739

Other current assets

7,560

7,406

Total Current Assets

226,450

223,186

Property and Equipment - net

58,767

60,326

Other Assets

19,863

19,979

Right-of-Use Assets, net

135,726

148,870

TOTAL

440,806

452,361

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

130,000

130,684

Current Lease Liability

52,524

57,555

Noncurrent Liabilities

13,293

13,485

Lease Liability

80,072

88,341

Stockholders' Equity

164,917

162,296

TOTAL

440,806

452,361