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):

November 20, 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 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 November 20, 2025, The Cato Corporation issued a press release regarding its financial

results for the third

quarter ending November 1, 2025. A copy of this press release is hereby incorporated

as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 - Press Release issued November 20, 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

November 24, 2025

/s/ John P.

D. Cato

Date

John P.

D. Cato

Chairman, President and

Chief Executive Officer

November 24, 2025

/s/ Charles D. Knight

ate

Charles D. Knight

Executive Vice President

Chief Financial Officer

Exhibit Index

Exhibit

No.

99.1 - Press Release issued November 20, 2025

99.1

104

Cover page Interactive Data File (embedded within Inline

XBRL document)

104

exhibit991

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

3Q RESULTS

CHARLOTTE, N.C. (November 20, 2025) – The Cato Corporation (NYSE:

CATO)

today reported a net loss of $5.2

million or ($0.28) per diluted share for the third quarter ended November

1, 2025, compared to a net loss of $15.1 million

or ($0.79) per diluted share for the third quarter ended November

2, 2024.

Sales for the third quarter ended November 1, 2025 were $153.7 million,

an increase of 6% from sales of $144.6 million

for the third quarter ended November 2, 2024. The Company’s same-store sales for the quarter

increased 10% compared

to 2024.

For the nine months ended November 1, 2025, the Company reported net income

of $5.0 million or $0.25 per diluted

share, compared to a net loss of $4.0 million or ($0.24) per diluted share

for the nine months ended November 2, 2024.

Sales for the nine months ended November 1, 2025 were $496.8 million,

an increase of 2% to sales of $486.8 million for

the nine months ended November 2, 2024.

Year-to-date same-store sales increased 6% compared to 2024.

“Our positive second quarter sales trend continued into the third quarter.

We attribute this, in part due to 2024 third

quarter sales being negatively impacted by three major hurricanes over a five

week span and supply chain issues causing

late merchandise receipts to the stores,” stated John Cato, Chairman,

President, and Chief Executive Officer. “We

believe

the fourth quarter will be challenging due in part to the slowdown

in employment growth and lower expected economic

growth.

We will continue to tightly manage our expenses and inventory levels, while driving continued sales growth in

the fourth quarter.”

Gross margin increased from 28.8% to 32.0% of sales in the quarter due

to lower freight, distribution, buying and

occupancy costs as a percent of sales, partially offset by higher markdowns.

SG&A expenses as a percent of sales

decreased from 40.0% to 37.1% of sales during the quarter primarily

due to lower payroll, professional fees and insurance

costs as a percent of sales. SG&A expenses were $57.0 million, a $0.9

million reduction compared to last year. The tax

benefit for the quarter was $1.2 million versus tax expense of $0.3 million

in the prior year, primarily due to a reduction in

foreign income taxes and an increase in the roll-off of reserves for uncertain tax positions

in the current year.

Year

-to-date gross margin increased to 34.5% of sales from 33.3% in the prior year

primarily due to lower freight,

distribution, buying and occupancy costs as a percent of sales, partially

offset by higher markdowns.

The year-to-date

SG&A rate was 34.2% versus 35.5% primarily due to lower payroll and insurance

costs as a percent of sales.

Year

-to-

date SG&A expenses decreased to $169.7 million from $172.8 million last year. The tax benefit for the nine-month period

was $0.5 million compared to $1.6 million tax expense last year, due to a reduction in foreign

income taxes and an

increase in the roll-off of reserves for uncertain tax positions in the current year.

Year

-to-date, the Company closed 16 stores.

As of November 1, 2025, the Company has 1,101 stores

in 31 states,

compared to 1,167 stores in 31 states as of November 2, 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 the coronavirus 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 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, wage rates, tax rates, interest rates, home values, consumer net worth and

the availability of credit; changes in laws or regulations 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; adverse weather, public health threats

(including the global coronavirus (COVID-19) outbreak) 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;

and other factors discussed under “Risk Factors” in Part I, Item 1A

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 November 1, 2025 AND November 2, 2024

(Dollars in thousands, except per share data)

Quarter Ended

Nine Months Ended

November 1,

November 2,

November 1,

November 2,

2025

Sales

2024

Sales

2025

Sales

2024

Sales

REVENUES

Retail sales

153,739

100.0%

144,642

100.0%

496,811

100.0%

486,848

100.0%

Other revenue (principally finance,

late fees and layaway charges)

1,663

1.1%

1,528

1.1%

5,342

1.1%

5,049

1.0%

Total revenues

155,402

101.1%

146,170

101.1%

502,153

101.1%

491,897

101.0%

GROSS MARGIN (Memo)

49,222

32.0%

41,687

28.8%

171,509

34.5%

162,266

33.3%

COSTS AND EXPENSES, NET

Cost of goods sold

104,517

68.0%

102,955

71.2%

325,302

65.5%

324,582

66.7%

Selling, general and administrative

56,974

37.1%

57,876

40.0%

169,670

34.2%

172,809

35.5%

Depreciation

2,444

1.6%

2,737

1.9%

7,532

1.5%

7,106

1.5%

Interest and other income

(2,181)

-1.4%

(2,646)

-1.8%

(4,775)

-1.0%

(10,209)

-2.1%

Costs and expenses, net

161,754

105.2%

160,922

111.3%

497,729

100.2%

494,288

101.5%

Income Before Income Taxes

(6,352)

-4.1%

(14,752)

-10.2%

4,424

0.9%

(2,391)

-0.5%

Income Tax Expense

(1,163)

-0.8%

322

0.2%

(528)

-0.1%

1,614

0.3%

Net Income (Loss)

(5,189)

-3.4%

(15,074)

-10.4%

4,952

1.0%

(4,005)

-0.8%

Basic Earnings Per Share

(0.28)

(0.79)

0.25

(0.24)

(1)

iluted Earnings Per Share

0.35

0.01

0.51

0.54

THE CATO CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

November 1,

February 1,

2025

(Unaudited)

ASSETS

Current Assets

Cash and cash equivalents

22,769

20,279

Short-term investments

56,204

57,423

Restricted cash

2,675

2,799

Accounts receivable - net

26,093

24,540

Merchandise inventories

94,065

110,739

Other current assets

8,603

7,406

Total Current Assets

210,409

223,186

Property and Equipment - net

55,912

60,326

Other Assets

20,650

19,979

Right-of-Use Assets, net

163,261

148,870

TOTAL

450,232

452,361

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

109,825

130,684

Current Lease Liability

42,262

57,555

Noncurrent Liabilities

12,782

13,485

Lease Liability

117,719

88,341

Stockholders' Equity

167,644

162,296

TOTAL

450,232

452,361