Form 8-K

8-K — CATO CORP

Accession: 0001562762-26-000069

Filed: 2026-05-26

Period: 2026-05-21

CIK: 0000018255

SIC: 5621 (RETAIL-WOMEN'S CLOTHING STORES)

Item: Results of Operations and Financial Condition

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — cato-20260521.htm (Primary)

EX-99.1 (exhibit99.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: cato-20260521.htm · Sequence: 1

cato-20260521

FALSE

0000018255

2026-05-21

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 21, 2026

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 21, 2026, The Cato Corporation issued a press release regarding its financial results for

the first quarter

ending May 2, 2026. 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

21,

2026,

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 three nominees for director

were elected to the Registrant’s Board

of Directors (Proposal

1 below).

addition, management’s

proposal regarding the Company’s executive

compensation was approved

(Proposal

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

To elect

Dr. Pamela L Davies, Thomas

B. Henson and Bryan F.

Kennedy III, each for a term expiring in 202

and until their successors are elected and qualified. Votes

recorded, by nominee, were as follows:

Nominee

For

Abstain

Broker

Non-Votes

Dr. Pamela L Davies

24,168,124

2,213,658

2,051,676

Thomas B. Henson

24,179,447

2,202,335

2,051,676

Bryan F. Kennedy III

24,054,725

2,327,057

2,051,676

approve,

on an

advisory

basis, the

Company’s executive

compensation. The

Company’s shareholders

voted

approve this

proposal with

24,699,1186 for

and 1,284,938 votes

against. There were

397,658 abstentions and 2,51,676 Broker non-votes

ratify

the

selection

PricewaterhouseCoopers

LLP

the

Company’s

independent

registered

public

accounting firm

for the

fiscal year

ending

January 30,

2027. The

Company’s

shareholders

voted to

approve

this proposal with 28,338,866 for and 63,838 votes against. There

were 30,754 abstentions.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 - Press Release issued May 21, 2026

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 26, 2026

/s/ John P.

D. Cato

Date

John P.

D. Cato

Chairman, President and

Chief Executive Officer

May 26, 2026

/s/ Charles D. Knight

Date

Charles D. Knight

Executive Vice President

Chief Financial Officer

Exhibit Index

Exhibit

No.

99.1 - Press Release issued May 21, 2026

99.1

104

Cover page Interactive Data File (embedded within Inline

XBRL document)

104

EX-99.1

Filename: exhibit99.htm · Sequence: 5

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 21, 2026) – The Cato Corporation (NYSE: CATO) today reported net income of $9.3 million

or $0.47 per diluted share for the first quarter ended May 2, 2026, compared

to net income of $3.3 million or $0.17 per

diluted share for the first quarter ended May 3, 2025.

Sales for the first quarter ended May 2, 2026 were $169.5 million, or an

increase of 0.7% from sales of $168.4 million for

the first quarter ended May 3, 2025.

The Company’s same-store sales for the quarter increased 3%.

"Our results significantly benefited from the refund claim

of IEEPA (International Emergency Economic Powers Act)

tariffs in the quarter.

Our sales trend softened as the quarter continued in part due

to higher fuel prices pressuring our

customers’ discretionary income,” said John Cato, Chairman, President

and Chief Executive Officer.

”

For the foreseeable

future we expect our sales to be negatively impacted by rising inflation,

especially fuel and food prices, which will reduce

our customers’ discretionary income.”

First quarter gross margin as a percentage of sales was 37.2% in 2026 and 35.1%

in 2025.

The increase in gross margin as

a percentage of sales is due in part to a pre-tax $5.7 million tariff refund claim

partially offset by lower merchandise

contribution caused in part by higher sales of marked-down

goods.

Selling, General and Administrative expense

decreased to $53.9 million in the first quarter of 2026 from

$55.3 million in 2025 due to decreases in corporate payroll

expense, insurance costs and equipment maintenance partially offset by incentive

compensation expense.

Selling, General

and Administrative expense as a percentage of sales decreased to 31.8%

in 2026 compared to 32.8% in 2025.

Interest and

other income were $1.2 million in both 2026 and 2025.

Income tax expense for the quarter decreased to $0.5 million in

2026 from

$0.9 million in 2025.

The decrease in tax expense is primarily due to a reduction in foreign taxes.

Additionally, the Company bought back 107,823 shares during the quarter.

During the first quarter ended May 2, 2026, the Company opened two

stores and closed six stores.

As of May 2, 2026, the

Company operated 1,065 stores in 31 states, compared to 1,109 stores

in 31 states as of May 2, 2025.

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 events, risks or contingencies

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, inflation, 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 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 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 negative affect on the Company’s

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; 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 May 2, 2026 AND May 3, 2025

(Dollars in thousands, except per share data)

Quarter Ended

May 2

May 3

2026

Sales

2025

Sales

REVENUES

Retail sales

169,410

100.0%

168,419

100.0%

Other revenue (principally finance,

late fees and layaway charges)

1,694

1.0%

1,823

1.1%

Total revenues

171,104

101.0%

170,242

101.1%

GROSS MARGIN (Memo)

63,070

37.2%

59,101

35.1%

COSTS AND EXPENSES, NET

Cost of goods sold

106,340

62.8%

109,318

64.9%

Selling, general and administrative

53,930

31.8%

55,325

32.8%

Depreciation

2,236

1.3%

2,564

1.5%

Interest and other income

(1,233)

-0.7%

(1,202)

-0.7%

Costs and expenses, net

161,273

95.2%

166,005

98.6%

Income Before Income Taxes

9,831

5.8%

4,237

2.5%

Income Tax Expense

522

0.3%

928

0.6%

Net Income

9,309

5.5%

3,309

2.0%

Basic Earnings Per Share

0.47

0.17

Diluted Earnings Per Share

0.47

0.17

THE CATO CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

May 2,

January 31,

2026

(Unaudited)

ASSETS

Current Assets

Cash and cash equivalents

25,412

16,788

Short-term investments

55,558

56,859

Restricted cash

2,675

Accounts receivable - net

33,159

25,462

Merchandise inventories

92,490

83,696

Other current assets

7,928

7,787

Total Current Assets

217,222

193,267

Property and Equipment - net

52,504

53,748

Other Assets

20,720

20,471

Right-of-Use Assets, net

148,734

153,933

TOTAL

439,180

421,419

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

116,130

102,385

Current Lease Liability

52,088

53,507

Noncurrent Liabilities

11,318

11,272

Lease Liability

92,939

96,941

Stockholders' Equity

166,705

157,314

TOTAL

439,180

421,419

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