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    SEC Form 10-Q filed by Cato Corporation

    8/28/25 10:00:29 AM ET
    $CATO
    Clothing/Shoe/Accessory Stores
    Consumer Discretionary
    Get the next $CATO alert in real time by email
    cato25qtr2q
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    UNITED STATES
     
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C.
     
    20549
    FORM
    10-Q
    ☑
    QUARTERLY REPORT PURSUANT
     
    TO SECTION
     
    13 OR 15(d)
     
    OF THE SECURITIES
     
    EXCHANGE
     
    ACT OF
    1934
    For the quarterly period ended
    August 2, 2025
    OR
    ☐
    TRANSITION
     
    REPORT PURSUANT
     
    TO SECTION
     
    13 OR 15(d)
     
    OF THE SECURITIES
     
    EXCHANGE
     
    ACT OF
    1934
    For the transition period from ________________to__________________
    Commission file number
     
    1-31340
     
    THE CATO CORPORATION
    (Exact name of registrant as specified in its
     
    charter)
     
    Delaware
    56-0484485
    (State or other jurisdiction of incorporation or organization)
    (I.R.S. Employer Identification No.)
    8100 Denmark Road
    ,
    Charlotte
    ,
    North Carolina
     
    28273-5975
    (Address of principal executive offices)
    (Zip Code)
    (704)
    554-8510
    (Registrant's telephone number, including area code)
    Not Applicable
    (Former name, former address and former fiscal year, if
     
    changed since last report)
    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
     
    (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
    X
    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
    X
    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
     
    ☑
     
    Non-accelerated filer
     
    ☐
     
    Smaller reporting company
     
    ☐
     
    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.
    ☐
    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b
     
    -2 of the Exchange Act). Yes
    ☐
    No
    ☒
    As of August 2, 2025, there were
    17,962,676
     
    shares of Class A common stock and
    1,763,652
     
    shares of Class B common stock outstanding.
    1
    THE CATO CORPORATION
    FORM 10-Q
    Quarter Ended August 2, 2025
    Table
     
    of Contents
    Page No.
    PART
     
    I – FINANCIAL INFORMATION
     
    (UNAUDITED)
    Item 1.
    Financial Statements (Unaudited):
    Condensed Consolidated Statements of Income and Comprehensive Income
     
    2
    For the Three Months and Six Months Ended August
     
    2, 2025 and August 3, 2024
    Condensed Consolidated Balance Sheets
    3
    At August 2, 2025 and February 1, 2025
    Condensed Consolidated Statements of Cash Flows
    4
    For the Six Months Ended August 2, 2025 and August
     
    3, 2024
    Condensed Consolidated Statements of Stockholders’ Equity
    5 – 6
    For the Three Months and Six Months Ended August
     
    2, 2025 and August 3, 2024
    Notes to Condensed Consolidated Financial Statements
    7 – 21
    For the Three Months and Six Months Ended August
     
    2, 2025 and August 3, 2024
    Item 2.
    Management’s Discussion and Analysis
     
    of Financial Condition and
    Results of Operations
    22 – 29
    Item 3.
    Quantitative and Qualitative Disclosures About Market Risk
    30
    Item 4.
    Controls and Procedures
    30
    PART
     
    II – OTHER INFORMATION
    Item 1.
    Legal Proceedings
    31
    Item 1A.
    Risk Factors
    31
    Item 2.
    Unregistered Sales of Equity Securities and Use of Proceeds
    31
    Item 3.
    Defaults Upon Senior Securities
    31
    Item 4.
    Mine Safety Disclosures
    32
    Item 5.
    Other Information
    32
    Item 6.
    Exhibits
    32
    Signatures
    33
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    2
    PART
     
    I FINANCIAL INFORMATION
    ITEM 1.
     
    FINANCIAL STATEMENTS
    THE CATO CORPORATION
    CONDENSED CONSOLIDATED STATEMENTS
     
    OF INCOME AND
    COMPREHENSIVE INCOME
    (UNAUDITED)
    Three Months Ended
    Six Months Ended
    August 2, 2025
    August 3, 2024
    August 2, 2025
    August 3, 2024
    (Dollars in thousands, except per share data)
    REVENUES
     
    Retail sales
    $
    174,653
    $
    166,934
    $
    343,072
    $
    342,206
     
    Other revenue (principally finance charges, late fees and
     
    layaway charges)
    1,856
    1,694
    3,679
    3,521
     
    Total revenues
    176,509
    168,628
    346,751
    345,727
    COSTS AND EXPENSES, NET
     
    Cost of goods sold (exclusive of depreciation shown
     
    below)
    111,467
    109,122
    220,784
    221,627
     
    Selling, general and administrative (exclusive of
     
    depreciation
     
    shown below)
    57,371
    58,181
    112,696
    114,933
     
    Depreciation
    2,525
    2,329
    5,089
    4,369
     
    Interest and other income
    (1,393)
    (1,742)
    (2,594)
    (7,563)
     
    Costs and expenses, net
    169,970
    167,890
    335,975
    333,366
    Income before income taxes
    6,539
    738
    10,776
    12,361
    Income tax (benefit) expense
    (293)
    643
    635
    1,292
    Net income
    $
    6,832
    $
    95
    $
    10,141
    $
    11,069
    Basic earnings per share
    $
    0.35
    $
    0.01
    $
    0.51
    $
    0.54
    Diluted earnings per share
    $
    0.35
    $
    0.01
    $
    0.51
    $
    0.54
    Comprehensive income:
    Net income
    $
    6,832
    $
    95
    $
    10,141
    $
    11,069
    Net unrealized gain (loss) on available-for-sale securities
     
    for each of the three and
     
    six months ended
     
    August 2, 2025 and August 3, 2024, respectively
    68
    676
    106
    (72)
    Comprehensive income
    $
    6,900
    $
    771
    $
    10,247
    $
    10,997
    See notes to condensed consolidated financial statements (unaudited).
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    3
    THE CATO CORPORATION
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (UNAUDITED)
    August 2, 2025
    February 1, 2025
    ASSETS
    (Dollars in thousands)
    Current Assets:
    Cash and cash equivalents
     
    $
    34,225
    $
    20,279
    Short-term investments
     
    56,550
    57,423
    Restricted cash
    2,675
    2,799
    Accounts receivable, net of allowance for customer credit losses of
     
    $
    641
     
    and $
    581
     
    at August 2, 2025 and February 1, 2025, respectively
    26,152
    24,540
    Merchandise inventories
     
    97,273
    110,739
    Prepaid expenses and other current assets
    8,941
    7,406
     
    Total Current Assets
     
    225,816
    223,186
    Property and equipment – net
     
    57,641
    60,326
    Other assets
     
    20,201
    19,979
    Right-of-Use assets – net
     
    133,228
    148,870
     
    Total Assets
     
    $
    436,886
    $
    452,361
    LIABILITIES AND STOCKHOLDERS' EQUITY
    Current Liabilities:
    Accounts payable
     
    $
    85,448
    $
    88,641
    Accrued expenses
     
    35,353
    41,717
    Accrued employee benefits and bonus
    326
    326
    Accrued income taxes
     
    343
    -
    Current lease liability
    53,877
    57,555
     
    Total Current Liabilities
     
    175,347
    188,239
    Other noncurrent liabilities
    13,340
    13,485
    Lease liability
    76,018
    88,341
    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;
    17,962,676
     
    shares and
    18,313,929
     
    shares
     
    issued at August 2, 2025 and February 1, 2025, respectively
    607
    619
    Convertible Class B common stock, $
    0.033
     
    par value per share,
     
    15,000,000
     
    shares authorized;
     
    1,763,652
     
    shares
     
     
    issued at August 2, 2025 and February 1, 2025
    59
    59
    Additional paid-in capital
     
    130,180
    129,530
    Retained earnings
     
    41,076
    31,935
    Accumulated other comprehensive income
    259
    153
     
    Total Stockholders' Equity
     
    172,181
    162,296
     
    Total Liabilities and Stockholders' Equity
     
    $
    436,886
    $
    452,361
    See notes to condensed consolidated financial statements (unaudited).
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    4
    THE CATO CORPORATION
    CONDENSED CONSOLIDATED STATEMENTS
     
    OF CASH FLOWS
    (UNAUDITED)
    Six Months Ended
    August 2, 2025
    August 3, 2024
    (Dollars in thousands)
    Operating Activities:
    Net income
    $
    10,141
    $
    11,069
    Adjustments to reconcile net income to net cash provided
     
    by operating activities:
     
    Depreciation
    5,089
    4,369
     
    Provision for customer credit losses
    442
    338
     
    Purchase premium and premium amortization of investments
    (464)
    (577)
     
    (Gain) on sale of assets held for investment
    (34)
    (4,223)
     
    Share-based compensation
    587
    840
     
    (Gain) loss on disposal of property and equipment
    (37)
    96
     
    Changes in operating assets and liabilities which provided
     
    (used) cash:
     
    Accounts receivable
    (2,054)
    1,041
     
    Merchandise inventories
    13,466
    2,631
     
    Prepaid and other assets
    (1,756)
    (1,891)
     
    Operating lease right-of-use assets and liabilities
    (357)
    (775)
     
    Accrued income taxes
    -
    646
     
    Accounts payable, accrued expenses and other liabilities
    (9,383)
    (4,728)
    Net cash provided by operating activities
    15,640
    8,836
    Investing Activities:
    Expenditures for property and equipment
     
    (2,362)
    (4,799)
    Purchase of short-term investments
    (12,906)
    (31,396)
    Sales of short-term investments
    14,349
    37,703
    Sales of other assets
    34
    5,165
    Net cash (used in) provided by investing activities
    (885)
    6,673
    Financing Activities:
    Dividends paid
    -
    (7,050)
    Repurchase of common stock
    (995)
    (2,237)
    Proceeds from employee stock purchase plan
    62
    191
    Net cash used in financing activities
    (933)
    (9,096)
    Net increase in cash, cash equivalents, and restricted cash
    13,822
    6,413
    Cash, cash equivalents, and restricted cash at beginning of period
    23,078
    27,913
    Cash, cash equivalents, and restricted cash at end of period
     
    $
    36,900
    $
    34,326
    Non-cash activity:
    Accrued other assets and property and equipment expenditures
    $
    334
    $
    721
    See notes to condensed consolidated financial statements (unaudited).
     
     
     
    5
    THE CATO CORPORATION
    CONDENSED CONSOLIDATED STATEMENTS
     
    OF STOCKHOLDERS’ EQUITY
    (UNAUDITED)
    Accumulated
    Additional
    Other
    Total
    Common
    Paid-in
    Retained
    Comprehensive
    Stockholders'
    Stock
    Capital
    Earnings
    Income
    Equity
    (Dollars in thousands, except per share data)
    Balance — February 1, 2025
    $
    678
    $
    129,530
    $
    31,935
    $
    153
    $
    162,296
    Comprehensive income:
     
    Net income
    -
    -
    3,309
    -
    3,309
     
    Unrealized net gain on available-for-sale securities, net of
     
    deferred income tax benefit of $
    0
    -
    -
    -
    38
    38
    Class A common stock sold through employee stock purchase
     
    plan
    -
    72
    -
    -
    72
    Other
    -
    -
    (73)
    -
    (73)
    Share-based compensation issuances and exercises
    (2)
    -
    -
    -
    (2)
    Share-based compensation expense
    -
    184
    -
    -
    184
    Repurchase and retirement of treasury shares
    (10)
    -
    (897)
    -
    (907)
    Balance — May 3, 2025
    $
    666
    $
    129,786
    $
    34,274
    $
    191
    $
    164,917
    Comprehensive income:
     
    Net income
     
    -
    -
    6,832
    -
    6,832
     
    Unrealized net gain on available-for-sale securities, net of
     
    deferred income tax benefit of $
    0
    -
    -
    -
    68
    68
    Other
    -
    -
    30
    -
    30
    Share-based compensation expense
    -
    394
    -
    -
    394
    Repurchase and retirement of treasury shares
    -
    -
    (60)
    -
    (60)
    Balance — August 2, 2025
    $
    666
    $
    130,180
    $
    41,076
    $
    259
    $
    172,181
    See notes to condensed consolidated financial statements (unaudited).
     
     
     
    6
    THE CATO CORPORATION
    CONDENSED CONSOLIDATED STATEMENTS
     
    OF STOCKHOLDERS’ EQUITY
    (UNAUDITED)
    Accumulated
    Additional
    Other
    Total
    Common
    Paid-in
    Retained
    Comprehensive
    Stockholders'
    Stock
    Capital
    Earnings
    Income
    Equity
    (Dollars in thousands, except per share data)
    Balance — February 3, 2024
    $
    694
    $
    126,953
    $
    64,279
    $
    395
    $
    192,321
    Comprehensive income:
     
    Net income
    -
    -
    10,974
    -
    10,974
     
    Unrealized net loss on available-for-sale securities, net of
     
    deferred income tax benefit of $
    0
    -
    -
    -
    (748)
    (748)
    Dividends paid ($
    0.17
     
    per share)
    -
    -
    (3,523)
    -
    (3,523)
    Class A common stock sold through employee stock purchase
     
    plan
    1
    189
    -
    -
    190
    Share-based compensation issuances and exercises
     
    13
    -
    5
    -
    18
    Share-based compensation expense
    -
    (84)
    -
    -
    (84)
    Repurchase and retirement of treasury shares
    (14)
    -
    (2,223)
    -
    (2,237)
    Balance — May 4, 2024
    $
    694
    $
    127,058
    $
    69,512
    $
    (353)
    $
    196,911
    Comprehensive income:
     
    Net income
    -
    -
    95
    -
    95
     
    Unrealized net gain on available-for-sale securities, net of
     
     
    deferred income tax benefit of $
    0
    -
    -
    -
    676
    676
    Dividends paid ($
    0.17
     
    per share)
    -
    -
    (3,527)
    -
    (3,527)
    Class A common stock sold through employee stock purchase
     
    plan
    -
    35
    -
    -
    35
    Share-based compensation expense
    -
    858
    14
    -
    872
    Balance — August 3, 2024
    $
    694
    $
    127,951
    $
    66,094
    $
    323
    $
    195,062
    See notes to condensed consolidated financial statements (unaudited).
     
    THE CATO CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     
    (UNAUDITED)
    FOR THE THREE MONTHS AND SIX MONTHS ENDED
     
    AUGUST 2, 2025 AND AUGUST 3,
    2024
    7
     
    NOTE 1 - GENERAL
    :
    The condensed
     
    consolidated financial
     
    statements as
     
    of August
     
    2, 2025
     
    and for
     
    the three
     
    and six
     
    months
    ended August
     
    2, 2025
     
    and August
     
    3, 2024
     
    have been
     
    prepared from
     
    the accounting
     
    records of
     
    The Cato
    Corporation and
     
    its wholly-owned
     
    subsidiaries (the
     
    “Company”), and
     
    all amounts
     
    shown are
     
    unaudited.
     
    In the
     
    opinion of
     
    management, all
     
    adjustments considered
     
    necessary for
     
    a fair
     
    statement of
     
    the financial
    statements have
     
    been included.
     
    All such
     
    adjustments are
     
    of a
     
    normal, recurring
     
    nature unless
     
    otherwise
    noted.
     
    The results of the interim periods
     
    may not be indicative of the results expected for the entire year.
    The interim financial
     
    statements should be read
     
    in conjunction with
     
    the consolidated financial statements
    and
     
    notes
     
    thereto,
     
    included
     
    in
     
    the
     
    Company’s
     
    Annual
     
    Report
     
    on
     
    Form
     
    10-K
     
    for
     
    the
     
    fiscal
     
    year
     
    ended
    February 1,
     
    2025.
     
    Amounts as
     
    of February
     
    1, 2025
     
    have been
     
    derived from the
     
    audited annual
     
    financial
    statements, but
     
    do not
     
    include all
     
    disclosures required by
     
    accounting principles
     
    generally accepted in
     
    the
    United States of America.
    On February 16, 2024, the Company closed
     
    on the sale of land held
     
    for investment. The sale resulted in a
    net
     
    gain
     
    of
     
    $
    3.2
     
    million
     
    and
     
    is
     
    included
     
    in
     
    Interest
     
    and
     
    other
     
    income
     
    in
     
    the
     
    accompanying
     
    Condensed
    Consolidated Statements of Income and Comprehensive Income
     
    in the first quarter of fiscal 2024.
     
     
     
     
     
    THE CATO CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     
    (UNAUDITED)
    FOR THE THREE MONTHS AND SIX MONTHS ENDED
     
    AUGUST 2, 2025 AND AUGUST 3,
    2024
    8
     
    NOTE 2 - EARNINGS PER SHARE:
    Accounting Standard Codification (“ASC”) 260 –
    Earnings Per Share
     
    requires dual presentation of basic and
    diluted Earnings Per Share
     
    (“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
     
    Condensed Consolidated
     
    Statements of
     
    Income and
     
    Comprehensive Income.
     
    While the
    Company’s 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 Company’s allocation of income for purposes of the 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
     
    income
     
    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, of which there were
     
    none for the periods presented
     
    below.
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Three Months Ended
    Six Months Ended
    August 2, 2025
    August 3, 2024
    August 2, 2025
    August 3, 2024
    (Dollars in thousands, except per share data)
    Numerator
    Net earnings
    $
    6,832
    $
    95
    $
    10,141
    $
    11,069
    Less: Earnings allocated to non-vested equity awards
    (319)
    9
    (531)
    (583)
    Net earnings available to common stockholders
    $
    6,513
    $
    104
    $
    9,610
    $
    10,486
    Denominator
    Basic weighted average common shares outstanding
    18,809,364
    19,297,484
    18,747,100
    19,327,137
    Diluted weighted average common shares outstanding
    18,809,364
    19,297,484
    18,747,100
    19,327,137
    Net income per common share
    Basic earnings per share
    $
    0.35
    $
    0.01
    $
    0.51
    $
    0.54
    Diluted earnings per share
    $
    0.35
    $
    0.01
    $
    0.51
    $
    0.54
     
    THE CATO CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     
    (UNAUDITED)
    FOR THE THREE MONTHS AND SIX MONTHS ENDED
     
    AUGUST 2, 2025 AND AUGUST 3,
    2024
    9
     
    NOTE 3 – ACCUMULATED OTHER COMPREHENSIVE INCOME:
    The
     
    following
     
    table
     
    sets
     
    forth
     
    information
     
    regarding
     
    the
     
    changes
     
    in
     
    Accumulated
     
    other
     
    comprehensive
    income (in thousands) for the
     
    three months ended August 2, 2025:
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Changes in Accumulated Other
     
    Comprehensive Income (a)
    Unrealized Gains
    and (Losses) on
    Available-for-Sale
    Securities
    Beginning Balance at May 3, 2025
    $
    191
     
    Other comprehensive income before
     
     
    reclassification
    68
     
    Amounts reclassified from accumulated
     
    other comprehensive income to net income
    -
    Net current-period other comprehensive income
    68
    Ending Balance at August 2, 2025
    $
    259
    (a) All amounts are net-of-tax.
    The
     
    following
     
    table
     
    sets
     
    forth
     
    information
     
    regarding
     
    the
     
    changes
     
    in
     
    Accumulated
     
    other
     
    comprehensive
    income (in thousands) for the
     
    six months ended August 2, 2025:
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    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 before
     
     
    reclassification
    140
     
    Amounts reclassified from accumulated
     
    other comprehensive income to net income (b)
    (34)
    Net current-period other comprehensive income
    106
    Ending Balance at August 2, 2025
    $
    259
    (a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income.
    (b) Includes $
    34
     
    impact of Accumulated other comprehensive income reclassifications into Interest and other
     
    income for net realized gains on available-for-sale securities. The tax impact of this reclassification was
    $0
    .
     
    THE CATO CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     
    (UNAUDITED)
    FOR THE THREE MONTHS AND SIX MONTHS ENDED
     
    AUGUST 2, 2025 AND AUGUST 3,
    2024
    10
     
    NOTE 3 – ACCUMULATED OTHER COMPREHENSIVE INCOME
     
    (CONTINUED):
    The
     
    following
     
    table
     
    sets
     
    forth
     
    information
     
    regarding
     
    the
     
    changes
     
    in
     
    Accumulated
     
    other
     
    comprehensive
    income (in thousands) for the
     
    three months ended August 3, 2024:
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Changes in Accumulated Other
     
    Comprehensive Income (a)
    Unrealized Gains
    and (Losses) on
    Available-for-Sale
    Securities
    Beginning Balance at May 4, 2024
    $
    (353)
     
    Other comprehensive income before
     
     
    reclassification
    776
     
    Amounts reclassified from accumulated
     
    other comprehensive income (b)
    100
    Net current-period other comprehensive income
     
    676
    Ending Balance at August 3, 2024
    $
    323
    (a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income.
    (b) Includes $
    130
     
    impact of Accumulated other comprehensive income reclassifications into Interest and other
     
    income for net realized gains on available-for-sale securities. The tax impact of this reclassification was $
    30
    .
    The
     
    following
     
    table
     
    sets
     
    forth
     
    information
     
    regarding
     
    the
     
    changes
     
    in
     
    Accumulated
     
    other
     
    comprehensive
    income (in thousands) for the
     
    six months ended August 3, 2024:
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    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 before
     
     
    reclassification
    714
     
    Amounts reclassified from accumulated
     
    other comprehensive income (b)
    786
    Net current-period other comprehensive loss
    (72)
    Ending Balance at August 3, 2024
    $
    323
    (a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income.
    (b) Includes
    $1,022
     
    impact of Accumulated other comprehensive income reclassifications into Interest and other
     
    income for net realized gains on available-for-sale securities. The tax impact of this reclassification was $
    236
    .
     
    THE CATO CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     
    (UNAUDITED)
    FOR THE THREE MONTHS AND SIX MONTHS ENDED
     
    AUGUST 2, 2025 AND AUGUST 3,
    2024
    11
     
    NOTE 4 – 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
     
    Company’s
     
    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
    May 2027
     
    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 August 2, 2025.
     
    The weighted average interest rate under the credit facility
    was
    zero
     
    at August 2, 2025 due to
    no
     
    outstanding borrowings.
     
    NOTE 5 – REPORTABLE SEGMENT INFORMATION:
    The
     
    Company
     
    has
     
    determined
     
    that
     
    it
     
    has
    four
     
    operating
     
    segments,
     
    as
     
    defined
     
    under
     
    ASC
     
    280
     
    –
    Segment
    Reporting
    , including Cato,
     
    It’s Fashion, Versona
     
    and Credit.
     
    As outlined in
     
    ASC 280-10, 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
     
    Company’s
     
    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
     
    women’s
     
    apparel,
     
    shoes
     
    and
     
    accessories.
     
    Merchandise
     
    inventory
     
    of
     
    the
     
    Company’s
     
    retail
    operating
     
    segments
     
    is
     
    sourced
     
    from
     
    the
     
    same
     
    countries
     
    and
     
    some
     
    of
     
    the
     
    same
     
    vendors,
     
    using
     
    similar
    production processes.
     
    Merchandise for the Company’s retail operating segments is distributed to retail stores
    in
     
    a
     
    similar
     
    manner
     
    through
     
    the
     
    Company’s
     
    single
     
    distribution
     
    center
     
    and
     
    is
     
    subsequently
     
    distributed
     
    to
    customers in a
     
    similar manner. The
     
    Company operates
     
    its
     
    women’s
     
    fashion
     
    specialty
     
    retail
     
    stores
     
    in
    31
    states as of August 2, 2025, principally in the southeastern United States.
    The Company offers its own credit card to its
     
    customers and all credit authorizations, payment processing
    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 Company’s
     
    President and
     
    Chief Executive Officer
     
    is the
     
    Company’s 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,
    THE CATO CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     
    (UNAUDITED)
    FOR THE THREE MONTHS AND SIX MONTHS ENDED
     
    AUGUST 2, 2025 AND AUGUST 3,
    2024
    12
     
    expenses, and
     
    profit or
     
    loss from
     
    operations before
     
    income taxes
     
    as presented
     
    in the
     
    Company’s
     
    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 accounting
     
    policies of
     
    the segments
     
    are the
     
    same as
     
    those described
     
    in the
     
    Summary of
     
    Significant
    Accounting Policies in Note 1 of the consolidated financial statements included in the Company’s Annual
    Report
     
    on
     
    Form
     
    10-K
     
    for
     
    the
     
    fiscal
     
    year
     
    ended
     
    February
     
    1,
     
    2025.
     
    The
     
    Company
     
    evaluates
     
    segment
    performance based on segment income before income taxes.
    The following schedule summarizes certain segment
     
    information (in thousands):
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Three Months Ended
    August 2, 2025
    Retail
    Credit
    Total
    Revenues
    $
    175,856
    $
    653
    $
    176,509
    Cost of goods sold
    111,467
    -
    111,467
    Selling, general, and administrative (a)
    40,130
    414
    40,544
    Corporate overhead
    16,827
    -
    16,827
    Depreciation
    2,525
    -
    2,525
    Interest and other income
    (89)
    (288)
    (377)
    Segment income before income taxes
    $
    4,996
    $
    527
    $
    5,523
    Corporate interest and other income
    (1,016)
    Income before income taxes
    $
    6,539
    Capital expenditures
    $
    1,343
    $
    -
    $
    1,343
    Six Months Ended
    August 2, 2025
    Retail
    Credit
    Total
    Revenues
    $
    345,433
    $
    1,318
    $
    346,751
    Cost of goods sold
    220,784
    -
    220,784
    Selling, general, and administrative (a)
    79,289
    801
    80,090
    Corporate overhead
    32,606
    -
    32,606
    Depreciation
    5,089
    -
    5,089
    Interest and other income
    (192)
    (592)
    (784)
    Segment income before income taxes
    $
    7,857
    $
    1,109
    $
    8,966
    Corporate interest and other income
    (1,810)
    Income before income taxes
    $
    10,776
    Capital expenditures
    $
    2,362
    $
    -
    $
    2,362
    (a) 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 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     
    (UNAUDITED)
    FOR THE THREE MONTHS AND SIX MONTHS ENDED
     
    AUGUST 2, 2025 AND AUGUST 3,
    2024
    13
     
    NOTE 5 – REPORTABLE SEGMENT INFORMATION
     
    (CONTINUED):
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Three Months Ended
    August 3, 2024
    Retail
    Credit
    Total
    Revenues
    $
    167,954
    $
    674
    $
    168,628
    Cost of goods sold
    109,122
    -
    109,122
    Selling, general, and administrative (a)
    40,946
    416
    41,362
    Corporate overhead
    16,819
    -
    16,819
    Depreciation
    2,328
    1
    2,329
    Interest and other income
    (97)
    (284)
    (381)
    Segment income (loss) before income taxes
    $
    (1,164)
    $
    541
    $
    (623)
    Corporate interest and other income
    (1,361)
    Income before income taxes
    $
    738
    Capital expenditures
    $
    1,538
    $
    -
    $
    1,538
    Six Months Ended
    August 3, 2024
    Retail
    Credit
    Total
    Revenues
    $
    344,384
    $
    1,343
    $
    345,727
    Cost of goods sold
    221,627
    -
    221,627
    Selling, general, and administrative (a)
    81,915
    823
    82,738
    Corporate overhead
    32,195
    -
    32,195
    Depreciation
    4,368
    1
    4,369
    Interest and other income
    (188)
    (518)
    (706)
    Segment income before income taxes
    $
    4,467
    $
    1,037
    $
    5,504
    Corporate interest and other income
    (6,857)
    Income before income taxes
    $
    12,361
    Capital expenditures
    $
    4,799
    $
    -
    $
    4,799
    (a) 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 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     
    (UNAUDITED)
    FOR THE THREE MONTHS AND SIX MONTHS ENDED
     
    AUGUST 2, 2025 AND AUGUST 3,
    2024
    14
     
    NOTE 6 – STOCK-BASED COMPENSATION:
    As of August
     
    2, 2025, the
     
    Company’s 2018 Incentive
     
    Compensation Plan allows
     
    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 August 2, 2025:
     
     
    2018
    Plan
    Options and/or restricted stock initially authorized
    4,725,000
    Options and/or restricted stock available for grant
    2,853,875
    In
     
    accordance
     
    with
     
    ASC
     
    718
     
    –
    Compensation–Stock Compensation
    ,
     
    the
     
    fair
     
    value
     
    of
     
    current
     
    restricted
    stock awards
     
    is estimated
     
    on the
     
    date of
     
    grant based
     
    on the
     
    market price
     
    of the
     
    Company’s
     
    stock and
     
    is
    amortized to compensation expense on a straight-line basis
     
    over the related vesting periods. As of
     
    August
    2, 2025
     
    and February
     
    1, 2025,
     
    there was
     
    $
    5,548,000
     
    and $
    7,276,000
    , respectively,
     
    of total
     
    unrecognized
    compensation
     
    expense
     
    related
     
    to
     
    nonvested
     
    restricted
     
    stock
     
    awards,
     
    which
     
    had
     
    a
     
    remaining
     
    weighted-
    average vesting period of
    1.9
     
    years for both periods. The total compensation expense during the three and
    six
     
    months
     
    ended
     
    August
     
    2,
     
    2025
     
    was
     
    $
    394,000
     
    and
     
    $
    578,000
    ,
     
    respectively,
     
    compared
     
    to
     
    a
     
    total
    compensation
     
    expense
     
    of
     
    $
    872,000
     
    and
     
    $
    806,000
     
    for
     
    the
     
    three
     
    and
     
    six
     
    months
     
    ended
     
    August
     
    3,
     
    2024,
    respectively.
     
    This
     
    compensation
     
    activity
     
    is
     
    classified
     
    as
     
    a
     
    component
     
    of
     
    Selling,
     
    general
     
    and
    administrative expenses in the Condensed Consolidated Statements of Income.
    The following summary
     
    shows the changes
     
    in the number
     
    of shares of
     
    unvested restricted stock
     
    outstanding
    during
     
    the six months ended
     
    August
     
    2, 2025:
     
     
     
     
     
     
     
    Weighted Average
    Number of
    Grant Date Fair
    Shares
    Value
     
    Per Share
    Restricted stock awards at February 1, 2025
    1,215,181
    $
    8.98
    Granted
    -
    -
    Vested
    (225,924)
    12.89
    Forfeited or expired
    (68,274)
    8.33
    Restricted stock awards at August 2, 2025
    920,983
    $
    8.07
     
     
     
     
     
    THE CATO CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     
    (UNAUDITED)
    FOR THE THREE MONTHS AND SIX MONTHS ENDED
     
    AUGUST 2, 2025 AND AUGUST 3,
    2024
    15
     
    NOTE 6 – STOCK BASED-COMPENSATION (CONTINUED):
    The
     
    Company’s
     
    Employee
     
    Stock
     
    Purchase
     
    Plan
     
    allows
     
    eligible
     
    full-time
     
    employees
     
    to
     
    purchase
     
    a
     
    limited
    number of
     
    shares
     
    of the
     
    Company’s
     
    Class
     
    A
     
    Common Stock
     
    during each
     
    semi-annual offering
     
    period
     
    at
     
    a
    15
    % discount through payroll
     
    deductions. During the six
     
    months ended August 2,
     
    2025 and August 3,
     
    2024,
    the
     
    Company
     
    sold
    21,736
     
    and
    38,910
     
    shares
     
    to
     
    employees
     
    at
     
    an
     
    average
     
    discount
     
    of
     
    $
    0.50
     
    and
     
    $
    0.87
     
    per
    share, respectively, under
     
    the Employee Stock
     
    Purchase Plan. The
     
    compensation expense recognized
     
    for the
    15
    % discount
     
    given under
     
    the Employee
     
    Stock Purchase
     
    Plan was
     
    $
    11,000
     
    and $
    34,000
     
    for the
     
    six months
    ended
     
    August
     
    2,
     
    2025
     
    and
     
    August
     
    3,
     
    2024,
     
    respectively.
     
    These expenses
     
    are
     
    classified
     
    as
     
    a
     
    component
     
    of
    Selling, general and administrative expenses in
     
    the Condensed Consolidated Statements of Income.
     
    NOTE 7
     
    – FAIR VALUE MEASUREMENTS:
    The following
     
    tables
     
    set forth
     
    information regarding
     
    the
     
    Company’s financial
     
    assets and
     
    liabilities that
     
    are
    measured at fair value (in thousands)
     
    as of August 2, 2025 and
     
    February 1, 2025:
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Quoted
    Prices in
    Active
    Significant
    Markets for
    Other
    Significant
    Identical
    Observable
    Unobservable
    August 2, 2025
    Assets
    Inputs
    Inputs
    Description
    Level 1
    Level 2
    Level 3
    Assets:
     
    State/Municipal Bonds
    $
    337
    $
    -
    $
    337
    $
    -
     
    Corporate Bonds
    52,946
    -
    52,946
    -
     
    U.S. Treasury/Agencies Notes and Bonds
    2,035
    -
    2,035
    -
     
    Cash Surrender Value of Life Insurance
    9,485
    -
    -
    9,485
     
    Commercial Paper
    1,232
    -
    1,232
    -
    Total Assets
    $
    66,035
    $
    -
    $
    56,550
    $
    9,485
    Liabilities:
     
    Deferred Compensation
    $
    (8,358)
    $
    -
    $
    -
    $
    (8,358)
    Total Liabilities
    $
    (8,358)
    $
    -
    $
    -
    $
    (8,358)
     
     
     
     
     
    THE CATO CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     
    (UNAUDITED)
    FOR THE THREE MONTHS AND SIX MONTHS ENDED
     
    AUGUST 2, 2025 AND AUGUST 3,
    2024
    16
     
    NOTE 7
     
    – FAIR VALUE MEASUREMENTS
     
    (CONTINUED):
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Quoted
    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
     
    Company’s
     
    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
     
    August
     
    2,
     
    2025
     
    and
    February
     
    1,
     
    2025.
     
    The
     
    state,
     
    municipal
     
    and
     
    corporate
     
    bonds
     
    and
     
    asset-backed
     
    securities
     
    have
     
    contractual
    maturities
     
    which
     
    range
     
    from
    13 days
     
    to
    2.9
     
    years.
     
    The
     
    U.S.
     
    Treasury/Agencies
     
    notes
     
    and
     
    bonds
     
    have
     
    a
    contractual maturity of up to
    7 months
    .
     
    Additionally,
     
    at
     
    August
     
    2,
     
    2025,
     
    the
     
    Company
     
    had
     
    deferred
     
    compensation
     
    plan
     
    assets
     
    of
     
    $
    9.5
     
    million.
     
    At
    February 1,
     
    2025, the
     
    Company had
     
    deferred compensation
     
    plan assets
     
    of $
    9.3
     
    million.
     
    These assets
     
    are
    recorded within Other assets in the Condensed
     
    Consolidated Balance Sheets.
    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 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
     
    Condensed
     
    Consolidated
     
    Balance
     
    Sheet.
     
    These
     
    funds
     
    are
    designed to mirror mutual funds and money
     
    market funds that are observable and
     
    actively traded.
    The
     
    following
     
    tables
     
    summarize
     
    the
     
    change
     
    in
     
    fair
     
    value
     
    of
     
    the
     
    Company’s
     
    financial
     
    assets
     
    and
     
    liabilities
    measured using Level 3 inputs for the six months ended August 2, 2025 and the
     
    year ended February 1, 2025
    (in thousands):
     
     
     
    THE CATO CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     
    (UNAUDITED)
    FOR THE THREE MONTHS AND SIX MONTHS ENDED
     
    AUGUST 2, 2025 AND AUGUST 3,
    2024
    17
     
    NOTE 7
     
    – FAIR VALUE MEASUREMENTS
     
    (CONTINUED):
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Fair Value
    Measurements Using
    Significant Unobservable
    Asset Inputs (Level 3)
    Cash Surrender Value
    Beginning Balance at February 1, 2025
    $
    9,301
    Total gains or (losses):
     
    Included in interest and other income (or
    changes in net assets)
    184
    Ending Balance at August 2, 2025
    $
    9,485
    Fair Value
    Measurements Using
    Significant Unobservable
    Liability Inputs (Level 3)
    Deferred Compensation
    Beginning Balance at February 1, 2025
    $
    (8,548)
     
    Redemptions
    566
     
    Additions
    (129)
     
    Total (gains) or losses:
     
    Included in interest and other income (or
    changes in net assets)
    (247)
    Ending Balance at August 2, 2025
    $
    (8,358)
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    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 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     
    (UNAUDITED)
    FOR THE THREE MONTHS AND SIX MONTHS ENDED
     
    AUGUST 2, 2025 AND AUGUST 3,
    2024
    18
     
    NOTE 8 – RECENT 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
     
    entity’s
     
    effective
     
    tax rate
     
    reconciliation as
     
    well as
     
    information on
     
    income
    taxes paid.
     
    This guidance
     
    is effective
     
    for fiscal
     
    years beginning
     
    after December
     
    15, 2024
     
    for all
     
    public
    business entities, with
     
    early adoption and
     
    retrospective application 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 required disclosures will be included in our 2025 Annual
    Report on Form 10-K.
    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 for interim periods within
    fiscal years 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.
     
    NOTE 9 – INCOME TAXES:
    The Company had
     
    an effective tax
     
    rate for the
     
    first six months
     
    of 2025 of
    5.9
    % compared to
     
    an effective
    tax
     
    rate
     
    of
    10.5
    %
     
    for
     
    the
     
    first
     
    six
     
    months
     
    of
     
    fiscal
     
    2024.
     
    Income tax
     
    expense
     
    for
     
    the
     
    first
     
    six
     
    months
    decreased to
     
    $
    0.6
     
    million in fiscal
     
    2025 from an
     
    income tax expense
     
    of $
    1.3
     
    million in fiscal
     
    2024.
     
    The
    decrease
     
    in
     
    tax
     
    expense in
     
    2025
     
    is
     
    primarily due
     
    to
     
    reductions in
     
    foreign income
     
    taxes
     
    and
     
    a
     
    favorable
    adjustment to the federal net operating loss carryback claim as
     
    a result of the Coronavirus Aid, Relief and
    Economic Security Act (CARES Act), partially offset by an increase in state income
     
    taxes.
     
    On July 4,
     
    2025, the One Big
     
    Beautiful Bill Act
     
    (the “OBBBA”) was
     
    signed into law.
     
    The Company has
    considered the impact
     
    of the
     
    OBBBA in
     
    the second
     
    quarter of fiscal
     
    2025 and concluded
     
    the changes
     
    do
    not have a material impact on the Company’s effective tax rate.
     
    NOTE 10 – 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
     
    its 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
     
    Company’s 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
     
    Company’s
     
    condensed consolidated
     
    financial statements.
     
    However,
     
    given
    the
     
    inherent uncertainties
     
    involved in
     
    such
     
    matters,
     
    an adverse
     
    outcome in
     
    one or
     
    more of
     
    such
     
    matters
    THE CATO CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     
    (UNAUDITED)
    FOR THE THREE MONTHS AND SIX MONTHS ENDED
     
    AUGUST 2, 2025 AND AUGUST 3,
    2024
    19
     
    could
     
    materially and
     
    adversely affect
     
    the
     
    Company’s
     
    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.
     
    NOTE 11 – 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 transactions 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
     
    Company’s
     
    experience;
     
    actual
     
    returns
     
    have
     
    not
     
    varied
     
    materially
     
    from
     
    historical
    amounts.
     
    A
     
    provision
     
    is
     
    made
     
    for
     
    estimated
     
    write-offs
     
    associated
     
    with
     
    sales
     
    made
     
    with
     
    the
     
    Company’s
    proprietary
     
    credit
     
    card.
     
    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.
    The Company
     
    offers its
     
    own proprietary
     
    credit card
     
    to customers.
     
    All credit
     
    activity is
     
    performed by
     
    the
    Company’s
     
    wholly-owned
     
    subsidiaries.
    None
     
    of
     
    the
     
    credit
     
    card
     
    receivables
     
    are
     
    secured.
     
    The
     
    Company
    estimated customer credit losses
     
    of $
    227,000
     
    and $
    442,000
     
    for the three
     
    and six months
     
    ended August 2,
    2025,
     
    respectively,
     
    compared
     
    to
     
    $
    166,000
     
    and
     
    $
    338,000
     
    for
     
    the
     
    three
     
    and
     
    six
     
    months
     
    ended
     
    August
     
    3,
    2024,
     
    respectively.
     
    Sales
     
    purchased
     
    on
     
    the
     
    Company’s
     
    proprietary
     
    credit
     
    card
     
    for
     
    the
     
    three
     
    and
     
    six
    months
     
    ended
     
    August
     
    2,
     
    2025
     
    were
     
    $
    5.7
     
    million
     
    and
     
    $
    11.1
     
    million,
     
    respectively,
     
    compared
     
    to
     
    $
    5.6
    million and $
    11.3
     
    million for the three and six months ended August 3, 2024, respectively.
    The
     
    following
     
    table
     
    provides
     
    information
     
    about
     
    receivables
     
    and
     
    contract
     
    liabilities
     
    from
     
    contracts
     
    with
    customers (in thousands):
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Balance as of
    August 2, 2025
    February 1, 2025
    Proprietary Credit Card Receivables, net
    $
    10,816
    $
    10,848
    Gift Card Liability
    $
    5,671
    $
    7,541
     
    THE CATO CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     
    (UNAUDITED)
    FOR THE THREE MONTHS AND SIX MONTHS ENDED
     
    AUGUST 2, 2025 AND AUGUST 3,
    2024
    20
     
    NOTE 12 – 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
     
    Company’s
    lease agreements do not contain any material residual value guarantees or material
     
    restrictive covenants.
    As
     
    most
     
    of
     
    the
     
    Company’s
     
    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):
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Three Months Ended
    August 2, 2025
    August 3, 2024
    Operating lease cost
    $
    16,496
    $
    16,808
    Variable
     
    lease cost (a)
    $
    420
    $
    463
    (a) Primarily related to monthly percentage rent for stores not presented on the balance sheet.
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Six Months Ended
    August 2, 2025
    August 3, 2024
    Operating lease cost
    $
    33,084
    $
    33,810
    Variable
     
    lease cost (a)
    $
    858
    $
    960
    (a) Primarily related to monthly percentage rent for stores not presented on the balance sheet.
     
    THE CATO CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     
    (UNAUDITED)
    FOR THE THREE MONTHS AND SIX MONTHS ENDED
     
    AUGUST 2, 2025 AND AUGUST 3,
    2024
    21
     
    NOTE 12 – LEASES (CONTINUED:
    Supplemental cash flow
     
    information and non-cash
     
    activity related to
     
    the Company’s
     
    operating leases are
    as follows (in thousands):
     
     
     
     
     
     
     
     
     
     
     
    Operating cash flow information:
    Three Months Ended
    August 2, 2025
    August 3, 2024
    Cash paid for amounts included in the measurement of lease liabilities
    $
    14,829
    $
    15,481
    Non-cash activity:
    Right-of-use assets obtained in exchange for lease obligations, net of rent violations
    $
    12,224
    $
    913
     
     
     
     
     
     
     
     
     
     
     
    Six Months Ended
    August 2, 2025
    August 3, 2024
    Cash paid for amounts included in the measurement of lease liabilities
    $
    29,363
    $
    31,088
    Non-cash activity:
    Right-of-use assets obtained in exchange for lease obligations, net of rent violations
    $
    13,430
    $
    1,357
    Weighted-average
     
    remaining
     
    lease
     
    term
     
    and
     
    discount
     
    rate
     
    for
     
    the
     
    Company’s
     
    operating
     
    leases
     
    are
     
    as
    follows:
     
     
     
     
     
     
     
    As of
    August 2, 2025
    August 3, 2024
    Weighted-average remaining lease term
    2.1
     
    years
    1.8
     
    years
    Weighted-average discount rate
    5.92%
    4.74%
    As of August 2,
     
    2025, the maturities
     
    of lease liabilities by
     
    fiscal year for
     
    the Company’s
     
    operating leases
    are as follows (in thousands):
     
     
     
     
     
    Fiscal Year
    2025 (a)
    $
    31,303
    2026
    48,424
    2027
    32,528
    2028
    20,105
    2029
    10,482
    Thereafter
    3,017
    Total lease payments
    145,859
    Less: Imputed interest
    15,964
    Present value of lease liabilities
    $
    129,895
    (a) Excluding the six months ended August 2, 2025
     
     
    22
    THE CATO CORPORATION
    ITEM 2.
     
    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
    CONDITION AND RESULTS OF OPERATIONS
    FORWARD-LOOKING INFORMATION:
    The
     
    following
     
    information
     
    should
     
    be
     
    read
     
    along
     
    with
     
    the
     
    unaudited
     
    Condensed
     
    Consolidated
     
    Financial
    Statements,
     
    including
     
    the
     
    accompanying
     
    Notes
     
    appearing
     
    in
     
    this
     
    Form
     
    10-Q.
     
    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-Q
     
    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;
     
    (4) statements
     
    relating to
     
    our operations
     
    or activities
     
    for our
     
    fiscal year
    ending January
     
    31, 2026
     
    (“fiscal 2025”)
     
    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
     
    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
     
    threats and uncertainties, levels of
     
    unemployment, fuel, energy and
     
    food costs,
    inflation, wage rates, tax rates, tariffs, 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
    implement our new store development strategy to increase new store openings and
     
    our 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
     
    Company’s profitability,
     
    financial
    condition
     
    and
     
    prospects;
     
    adverse
     
    weather,
     
    public
     
    health
     
    threats
     
    (including
     
    the
     
    COVID-19
     
    or
     
    other
    pandemics),
     
    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
     
    our
    annual
     
    report
     
    on
     
    Form 10-K
     
    for
     
    the
     
    fiscal
     
    year
     
    ended February
     
    1,
     
    2025
     
    (“fiscal
     
    2024”),
     
    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.
     
     
    THE CATO CORPORATION
    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
    CONDITION AND RESULTS OF OPERATIONS
     
    (CONTINUED)
    23
    CRITICAL ACCOUNTING POLICIES AND ESTIMATES:
    The
     
    Company’s
     
    critical
     
    accounting
     
    policies
     
    and
     
    estimates
     
    are
     
    more
     
    fully
     
    described
     
    in
     
    “Management’s
    Discussion
     
    and
     
    Analysis
     
    of
     
    Financial
     
    Condition
     
    and
     
    Results
     
    of
     
    Operations”
     
    in
     
    Part
     
    II,
     
    Item
     
    7
     
    in
     
    the
    Company’s Annual Report on
     
    Form 10-K for the
     
    fiscal year ended February
     
    1, 2025. The preparation
     
    of the
    Company’s
     
    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
    Company’s 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 Company’s critical accounting policies and
     
    estimates are discussed with the Audit Committee.
     
     
     
     
     
     
    THE CATO CORPORATION
    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
    CONDITION AND RESULTS OF OPERATIONS
     
    (CONTINUED)
    24
    RESULTS OF OPERATIONS:
    The following table sets forth, for the periods indicated, certain items in
     
    the Company's unaudited Condensed
    Consolidated Statements of Income as a
     
    percentage of total retail sales:
    Three Months Ended
    Six Months Ended
    August 2, 2025
    August 3, 2024
    August 2, 2025
    August 3, 2024
    Total retail sales
    100.0
    %
    100.0
    %
    100.0
    %
    100.0
    %
    Other revenue
    1.1
    1.0
    1.1
    1.0
    Total revenues
    101.1
    101.0
    101.1
    101.0
    Cost of goods sold (exclusive of
    depreciation)
    63.8
    65.4
    64.4
    64.8
    Selling, general and administrative
    (exclusive of depreciation)
    32.8
    34.9
    32.8
    33.6
    Depreciation
    1.4
    1.4
    1.5
    1.3
    Interest and other income
    (0.8)
    (1.0)
    (0.8)
    (2.2)
    Income before income taxes
    3.7
    0.4
    3.1
    3.6
    Net income
    3.9
    0.1
    3.0
    3.2
     
     
    THE CATO CORPORATION
    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
    CONDITION AND RESULTS OF OPERATIONS
     
    (CONTINUED)
    25
    RESULTS OF OPERATIONS
     
    (CONTINUED):
    Management’s
     
    Discussion
     
    and
     
    Analysis
     
    of
     
    Financial
     
    Condition
     
    and
     
    Results
     
    of
     
    Operations
     
    (“MD&A”)
     
    is
    intended
     
    to
     
    provide
     
    information
     
    to
     
    assist
     
    readers
     
    in
     
    better
     
    understanding
     
    and
     
    evaluating
     
    our
     
    financial
    condition and results of
     
    operations. We recommend reading
     
    this MD&A in conjunction
     
    with our Condensed
    Consolidated Financial
     
    Statements and
     
    the Notes
     
    to those
     
    statements included in
     
    the “Financial
     
    Statements”
    section of this Quarterly Report on
     
    Form 10-Q, as well as our 2024
     
    Annual Report on Form 10-K.
    Recent Developments
    Tariff
     
    Pressures
    A
     
    significant
     
    quantity
     
    of
     
    our
     
    products
     
    are
     
    made
     
    in
     
    China and
     
    Southeast
     
    Asia. The
     
    products
     
    from these
    countries are subject
     
    to the newly
     
    implemented reciprocal tariffs,
     
    as well as
     
    an additional Section
     
    301 ad
    valorem
     
    tariff
     
    on
     
    Chinese
     
    products.
     
    In
     
    the
     
    second
     
    quarter,
     
    products
     
    from
     
    China
     
    were
     
    subject
     
    to
     
    the
    Section
     
    301 ad
     
    valorem tariffs
     
    and
     
    products sourced
     
    from all
     
    other countries
     
    were
     
    subject to
     
    reciprocal
    tariffs.
     
    During
     
    the
     
    second
     
    quarter,
     
    these
     
    tariffs
     
    increased
     
    our
     
    costs
     
    associated
     
    with
     
    receipted
     
    products
    made
     
    in
     
    China and
     
    Southeast Asia.
     
    Excluding China,
     
    reciprocal tariffs
     
    will
     
    be
     
    increasing
     
    up
     
    to
     
    100%,
    resulting in
     
    rates of
     
    19% to
     
    20%, depending
     
    on the
     
    country.
     
    We
     
    anticipate that
     
    our product
     
    acquisition
    costs in
     
    the back
     
    half of
     
    the third
     
    quarter and
     
    the remainder
     
    of the
     
    fiscal year
     
    will be
     
    impacted by
     
    these
    additional costs.
    These cost increases will negatively impact our results of operations and financial condition unless we are
    able to
     
    successfully mitigate
     
    their effects
     
    by increasing
     
    retail pricing
     
    without losing
     
    sales and/or
     
    sharing
    these
     
    costs
     
    with
     
    our
     
    vendors.
     
    Certain
     
    product
     
    categories
     
    such
     
    as
     
    shoes
     
    and
     
    handbags,
     
    which
     
    are
    predominately made in China, will be difficult to source in countries with lower tariffs.
    Pricing Pressures
    As the cost
     
    of tariffs begins
     
    to impact retail
     
    pricing, our customers may
     
    become more cautious
     
    with their
    discretionary
     
    spending.
     
    The
     
    customers’
     
    caution
     
    in
     
    regard
     
    to
     
    their
     
    discretionary
     
    spending
     
    will
     
    put
    additional pressure on our ability to mitigate the cost increases caused by
     
    tariffs.
    Comparison of the Three and Six
     
    Months ended August 2, 2025
     
    with August 3, 2024
    Total retail sales
     
    for the second
     
    quarter were
     
    $174.7 million
     
    compared to last
     
    year’s second
     
    quarter sales
     
    of
    $166.9 million, a 5% increase. The
     
    Company’s sales increased in the second
     
    quarter of fiscal 2025 primarily
    due to a 9% increase in same-store sales, partially offset by stores that were closed in
     
    the past 12 months. For
    the
     
    six
     
    months
     
    ended
     
    August
     
    2,
     
    2025,
     
    total
     
    retail
     
    sales
     
    were
     
    $343.1
     
    million
     
    compared
     
    to
     
    last
     
    year’s
    comparable six month sales of $342.2 million,
     
    a 0.3% increase. The increase in sales
     
    in the first six months of
    fiscal
     
    2025
     
    was
     
    due
     
    primarily
     
    to
     
    a
     
    4%
     
    increase
     
    in
     
    same-store
     
    sales,
     
    mainly
     
    offset
     
    by
     
    the
     
    impact
     
    of
     
    store
    closures. Same-store
     
    sales include
     
    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.
     
    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.
    E-commerce sales were less than 5% of total sales for the six months ended August 2,
     
    2025 and are included
    in the
     
    same-store sales
     
    calculation.
     
    Total revenues,
     
    comprised of
     
    retail sales
     
    and other
     
    revenue (principally
    finance charges
     
    and late
     
    fees on
     
    customer accounts
     
    receivable and
     
    layaway fees),
     
    were $176.5
     
    million and
    $346.8 million
     
    for the
     
    three and
     
    six months
     
    ended August
     
    2, 2025,
     
    compared to
     
    $168.6 million
     
    and $345.7
     
    THE CATO CORPORATION
    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
    CONDITION AND RESULTS OF OPERATIONS
     
    (CONTINUED)
    26
    million for the three and six months ended August 3, 2024, respectively. The Company operated 1,101 stores
    at August
     
    2, 2025
     
    compared to
     
    1,166 stores
     
    at the
     
    end of
     
    last fiscal
     
    year’s second
     
    quarter.
     
    For the
     
    first six
    months of fiscal 2025,
     
    the Company permanently closed
     
    16 stores.
     
    The Company currently expects
     
    to close
    approximately 50 stores in fiscal 2025.
    Other revenue, a component of total revenues, was $1.9 million and $3.7 million for the
     
    three and six months
    ended
     
    August
     
    2,
     
    2025,
     
    respectively,
     
    compared
     
    to
     
    $1.7
     
    million
     
    and
     
    $3.5
     
    million
     
    for
     
    the
     
    prior
     
    year’s
    comparable three
     
    and six
     
    month periods.
     
    Included in
     
    Other revenue is
     
    credit revenue of
     
    $0.7 million,
     
    which
    represented 0.4%
     
    of total
     
    revenues in
     
    the second
     
    quarter of
     
    fiscal 2025,
     
    flat both
     
    in dollars
     
    and percentage
    compared to fiscal 2024.
    Credit revenue is comprised of interest earned on the Company’s private label credit
    card
     
    portfolio
     
    and
     
    related
     
    fee
     
    income.
     
    Related
     
    expenses
     
    principally
     
    include
     
    payroll,
     
    postage
     
    and
     
    other
    administrative expenses and totaled $0.4 million
     
    in the second quarter of fiscal 2025,
     
    compared to last year’s
    second quarter expense of $0.4 million.
    Cost of
     
    goods sold
     
    was $111.5
     
    million, or
     
    63.8% of
     
    retail sales
     
    and $220.8
     
    million, or
     
    64.4% of retail
     
    sales
    for the
     
    three and
     
    six months
     
    ended August
     
    2, 2025,
     
    respectively, compared
     
    to $109.1
     
    million, or
     
    65.4% of
    retail
     
    sales and
     
    $221.6
     
    million,
     
    or 64.8%
     
    of retail
     
    sales
     
    for the
     
    comparable three
     
    and six
     
    month
     
    periods of
    fiscal 2024.
     
    The overall decrease in
     
    cost of goods sold
     
    as a percent of
     
    retail sales for the
     
    second quarter and
    first
     
    six
     
    months
     
    of
     
    fiscal
     
    2025
     
    versus
     
    the
     
    comparable
     
    three
     
    and
     
    six
     
    month
     
    periods
     
    of
     
    fiscal
     
    2024
     
    resulted
    primarily from lower buying and distribution costs, partially offset by increased sales of marked down goods.
     
    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 buying
     
    departments
     
    and distribution
     
    center.
     
    Occupancy
     
    costs
     
    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
     
    exclusive of depreciation)
     
    increased
    by 9.3% to $63.2 million for
     
    the second quarter of fiscal 2025 and
     
    by 1.4% to $122.3 million for
     
    the first six
    months of
     
    fiscal 2025,
     
    compared to
     
    $57.8 million
     
    and $120.6
     
    million for
     
    the prior
     
    year’s comparable
     
    three
    and six
     
    months of
     
    fiscal 2024,
     
    respectively.
     
    Gross margin
     
    as presented
     
    may not
     
    be comparable
     
    to those
     
    of
    other entities.
    Selling, general and administrative expenses (“SG&A”) primarily include corporate and store payroll, related
    payroll taxes and
     
    benefits, insurance, supplies,
     
    advertising, and bank
     
    and credit card
     
    processing fees. SG&A
    expenses
     
    were
     
    $57.4
     
    million,
     
    or
     
    32.8%
     
    of
     
    retail
     
    sales
     
    and
     
    $112.7
     
    million,
     
    or
     
    32.8%
     
    of
     
    retail
     
    sales
     
    for
     
    the
    second quarter and first six months of fiscal 2025, respectively, compared to $58.2 million, or
     
    34.9% of retail
    sales and $114.9 million, or 33.6% of retail sales for the prior year’s comparable three and
     
    six month periods,
    respectively.
     
    The decrease in SG&A expenses for the
     
    second quarter and first six months of fiscal
     
    2025 was
    primarily
     
    due
     
    to
     
    lower
     
    corporate
     
    and
     
    field
     
    payroll
     
    expense,
     
    as
     
    well
     
    as
     
    lower
     
    insurance,
     
    partially
     
    offset
     
    by
    increases in advertising and general corporate
     
    costs.
    Depreciation expense was $2.5 million, or 1.4% of retail sales and $5.1 million, or 1.5% of
     
    retail sales for the
    second quarter
     
    and first
     
    six months
     
    of fiscal
     
    2025, respectively,
     
    compared to
     
    $2.3 million,
     
    or 1.4%
     
    of retail
    sales and $4.4
     
    million or 1.3%
     
    of retail sales
     
    for the comparable
     
    three and six
     
    month periods of
     
    fiscal 2024,
    respectively.
     
    Interest and other income was $1.4 million, or 0.8% of retail sales and $2.6 million, or 0.8% of retail sales for
    the three and six months ended August
     
    2, 2025, respectively, compared to $1.7 million,
     
    or 1.0% of retail sales
    and
     
    $7.6
     
    million,
     
    or
     
    2.2%
     
    of
     
    retail
     
    sales
     
    for
     
    the
     
    comparable
     
    three
     
    and
     
    six
     
    month
     
    periods
     
    of
     
    fiscal
     
    2024,
    respectively. The decrease
     
    for the first
     
    six months of
     
    fiscal 2025 compared
     
    to fiscal 2024
     
    was primarily due
     
     
    THE CATO CORPORATION
    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
    CONDITION AND RESULTS OF OPERATIONS
     
    (CONTINUED)
    27
    to a $3.2 million
     
    net gain on the
     
    sale of land
     
    held for investment and
     
    the sale of equity securities
     
    recorded in
    the first quarter of 2024.
    Income tax
     
    benefit
     
    was $0.3
     
    million and
     
    an expense
     
    of
     
    $0.6 million
     
    for the
     
    second quarter
     
    and first
     
    six
    months of
     
    fiscal 2025,
     
    respectively,
     
    compared to
     
    a tax
     
    expense of
     
    $0.6 million
     
    and $1.3
     
    million for
     
    the
    comparable three and six month periods of fiscal 2024, respectively.
     
    The effective income tax rate
     
    for the
    first six
     
    months of
     
    fiscal 2025
     
    was 5.9%
     
    compared to
     
    10.5% for
     
    the first
     
    six months
     
    of fiscal
     
    2024. The
    decrease
     
    in
     
    tax
     
    expense in
     
    2025
     
    is
     
    primarily due
     
    to
     
    reductions in
     
    foreign income
     
    taxes
     
    and
     
    a
     
    favorable
    adjustment to the federal net operating loss carryback claim as
     
    a result of the Coronavirus Aid, Relief and
    Economic
     
    Security
     
    Act
     
    (CARES Act),
     
    partially
     
    offset
     
    by
     
    an
     
    increase
     
    in
     
    state
     
    income
     
    taxes.
     
    On
     
    July
     
    4,
    2025, the One Big
     
    Beautiful Bill Act (the
     
    “OBBBA”) was signed into
     
    law. The
     
    Company has considered
    the impact
     
    of the
     
    OBBBA in
     
    the second
     
    quarter of
     
    fiscal 2025
     
    and concluded the
     
    changes do
     
    not have
     
    a
    material impact on the Company’s effective tax rate.
    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 Company’s
     
    regular
    operating requirements and expected capital expenditures
     
    for the next 12 months.
    Cash
     
    provided
     
    by
     
    operating
     
    activities
     
    during
     
    the
     
    first
     
    six
     
    months
     
    of
     
    fiscal
     
    2025
     
    was
     
    $15.6
     
    million
     
    as
    compared to
     
    $8.8 million
     
    provided in
     
    the first
     
    six months
     
    of fiscal
     
    2024. The
     
    increase in
     
    cash provided
     
    by
    operating activities of $6.8
     
    million for the first
     
    six months of fiscal
     
    2025 as compared to
     
    the first six months
    of
     
    fiscal
     
    2024
     
    was
     
    primarily
     
    attributable
     
    to
     
    the
     
    relative
     
    change
     
    in
     
    inventory
     
    from
     
    year-end
     
    to
     
    the
     
    second
    quarter for
     
    both years
     
    and a
     
    non-operating gain
     
    on sale
     
    of assets
     
    held for
     
    investment in
     
    the first
     
    quarter of
    fiscal 2024, partially offset by the relative change
     
    of accounts payable from year-end to the second quarter
     
    for
    both years.
    At August 2, 2025, the Company had working capital of $50.5 million compared to
     
    $34.9 million at February
    1,
     
    2025.
    The
     
    increase
     
    in
     
    working
     
    capital
     
    was
     
    primarily
     
    attributable
     
    to
     
    an
     
    increase
     
    in
     
    cash
     
    and
     
    cash
    equivalents and decreases in accrued expenses, current lease liability and accounts payable, partially offset by
    a decrease in inventories.
    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
     
    Company’s
     
    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 May 2027 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 August 2, 2025.
     
    The weighted average interest rate under the credit facility
    was zero at August 2, 2025 due
     
    to no outstanding borrowings.
    Expenditures for property and equipment totaled $2.4 million in the first six months of fiscal 2025, compared
    to $4.8 million in last fiscal
     
    year’s first six months. The decrease in
     
    expenditures for property and equipment
     
    THE CATO CORPORATION
    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
    CONDITION AND RESULTS OF OPERATIONS
     
    (CONTINUED)
    28
    was
     
    primarily
     
    due
     
    to
     
    finishing
     
    projects
     
    related
     
    to
     
    investments
     
    in
     
    the
     
    distribution
     
    center
     
    and
     
    information
    technology, as
     
    well as
     
    no new
     
    store openings
     
    in the
     
    first
     
    six months
     
    of the
     
    current fiscal
     
    year. For
     
    the full
    fiscal 2025 year, the Company expects
     
    to invest approximately $5.9 million for capital
     
    expenditures.
    Net cash
     
    used in
     
    investing activities
     
    totaled $0.9
     
    million in
     
    the first
     
    six months
     
    of fiscal
     
    2025 compared
     
    to
    $6.7 million net cash
     
    provided in the comparable
     
    period of 2024.
     
    The increase in net
     
    cash used in investing
    activities
     
    in
     
    2025
     
    was
     
    primarily
     
    due
     
    to
     
    a
     
    decrease
     
    in
     
    the
     
    sales
     
    of
     
    short-term
     
    investments
     
    and
     
    other
     
    assets,
    partially offset by lower capital
     
    expenditures.
    Net cash
     
    used in
     
    financing activities
     
    totaled $0.9
     
    million in
     
    the first
     
    six months
     
    of fiscal
     
    2025 compared
     
    to
    $9.1
     
    million
     
    used
     
    in
     
    the
     
    comparable
     
    period
     
    of
     
    fiscal
     
    2024.
     
    The
     
    decrease
     
    in
     
    net
     
    cash
     
    used
     
    in
     
    financing
    activities in fiscal
     
    2025 was
     
    primarily due
     
    to the elimination
     
    of dividend
     
    payments in
     
    fiscal 2025
     
    and lower
    stock repurchases.
    As
     
    of
     
    August
     
    2,
     
    2025,
     
    the
     
    Company
     
    had
     
    680,740
     
    shares
     
    remaining
     
    in
     
    open
     
    authorizations
     
    under
     
    its
     
    share
    repurchase program.
     
    The Company does not use
     
    derivative financial instruments.
    The
     
    Company’s
     
    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
     
    August
     
    2,
     
    2025
     
    and
    February
     
    1,
     
    2025.
     
    The
     
    state,
     
    municipal
     
    and
     
    corporate
     
    bonds
     
    and
     
    asset-backed
     
    securities
     
    have
     
    contractual
    maturities
     
    which
     
    range
     
    from
     
    13
     
    days
     
    to
     
    2.9
     
    years.
     
    The
     
    U.S.
     
    Treasury/Agencies
     
    notes
     
    and
     
    bonds
     
    have
     
    a
    contractual maturity of up to 7 months.
     
    Additionally,
     
    at
     
    August
     
    2, 2025,
     
    the
     
    Company
     
    had
     
    deferred
     
    compensation plan
     
    assets
     
    of
     
    $9.5
     
    million.
     
    At
    February
     
    1,
     
    2025,
     
    the
     
    Company
     
    had
     
    deferred
     
    compensation
     
    plan
     
    assets
     
    of
     
    $9.3
     
    million.
     
    These
     
    assets
     
    are
    recorded
     
    within
     
    Other
     
    assets
     
    in
     
    the
     
    Condensed
     
    Consolidated
     
    Balance
     
    Sheets.
     
    See
     
    Note
     
    7,
     
    Fair
     
    Value
    Measurements, included in Part 1, Item 1 Financial Statements (Unaudited) in this Quarterly Report on Form
    10-Q.
     
     
    THE CATO CORPORATION
    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
    CONDITION AND RESULTS OF OPERATIONS
     
    (CONTINUED)
    29
    RECENT ACCOUNTING PRONOUNCEMENTS:
     
    See Note 8, Recent Accounting Pronouncements, included in Part 1, Item
     
    1 Financial Statements
    (Unaudited) in this Quarterly Report on Form 10-Q.
     
     
     
     
    THE CATO CORPORATION
    QUANTITATIVE
     
    AND QUALITATIVE
     
    DISCLOSURES ABOUT MARKET RISK
    30
    ITEM 3. 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.
    ITEM 4. 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
     
    August 2,
     
    2025.
     
    Based on
     
    this
    evaluation, our
     
    Principal Executive
     
    Officer and
     
    Principal Financial
     
    Officer concluded
     
    that, as
     
    of
     
    August 2,
    2025, 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 SEC’s
     
    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.
    CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING:
    No change in the Company’s internal control
     
    over financial reporting (as defined in
     
    Exchange Act Rule 13a-
    15(f)) has occurred during the Company’s fiscal quarter ended August 2, 2025 that has materially affected, or
    is
     
    reasonably
     
    likely
     
    to
     
    materially
     
    affect,
     
    the
     
    Company’s
     
    internal
     
    control
     
    over
     
    financial
     
    reporting.
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    THE CATO CORPORATION
    PART II OTHER
     
    INFORMATION
    31
    ITEM 1.
     
    LEGAL PROCEEDINGS:
    Not Applicable.
    ITEM 1A.
     
    RISK FACTORS:
    In addition to the other information
     
    in this report, you should carefully
     
    consider the factors discussed in
     
    Part I,
    “Item
     
    1A.
     
    Risk
     
    Factors”
     
    in
     
    our
     
    Annual
     
    Report
     
    on
     
    Form
     
    10-K
     
    for
     
    our
     
    fiscal
     
    year
     
    ended
     
    February
     
    1,
     
    2025.
    These risks
     
    could materially
     
    affect our
     
    business, financial
     
    condition or
     
    future results;
     
    however, they
     
    are not
    the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem
    to
     
    be
     
    immaterial
     
    may
     
    also
     
    materially
     
    adversely
     
    affect
     
    our
     
    business,
     
    financial
     
    condition
     
    or
     
    results
     
    of
    operations.
    ITEM 2.
     
    UNREGISTERED SALES OF EQUITY SECURITIES
     
    AND USE OF PROCEEDS:
    The following table summarizes the Company’s purchases of its common stock for the three months
    ended August 2, 2025:
    ISSUER PURCHASES OF EQUITY SECURITIES
    Total Number of
    Maximum Number
    Shares Purchased as
    (or Approximate Dollar
    Total Number
    Average
    Part of Publicly
    Value)
     
    of Shares that may
    Fiscal
    of Shares
    Price Paid
    Announced Plans or
    Yet be Purchased
     
    Under
    Period
    Purchased
    per Share (1)
    Programs (2)
    The Plans or Programs (2)
    May 2025
    -
    $
    -
    -
    June 2025
    22,679
    2.64
    22,679
    July 2025
    -
    -
    -
    Total
    22,679
    $
    2.64
    22,679
    680,740
    (1)
    Prices include trading costs.
    (2)
    As
     
    of
     
    May 3,
     
    2025, the
     
    Company’s
     
    share repurchase
     
    program had
     
    703,419
     
    shares remaining
     
    in
    open authorizations. During the
     
    second quarter ended
     
    August 2, 2025,
     
    the Company repurchased
    and
     
    retired
     
    22,679
     
    shares
     
    under
     
    this
     
    program
     
    for
     
    approximately
     
    $59,911
     
    or
     
    an
     
    average
     
    market
    price of
     
    $2.64 per
     
    share.
     
    As of
     
    August 2,
     
    2025, the
     
    Company had
     
    680,740 shares
     
    remaining in
    open authorizations. There is no specified expiration date for the Company’s repurchase program.
    ITEM 3.
     
    DEFAULTS
     
    UPON SENIOR SECURITIES:
    Not Applicable.
     
     
     
     
    THE CATO CORPORATION
    PART II OTHER
     
    INFORMATION
    32
    ITEM 4.
     
    MINE SAFETY DISCLOSURES:
    No matters requiring disclosure.
    ITEM 5.
     
    OTHER INFORMATION:
    During the three months ended August 2, 2025, none of the Company’s directors or officers (as defined in
    Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended)
    adopted
     
    or
    terminated
     
    a “Rule 10b5-1
    trading arrangement” or a “
    non-Rule
    10b5-1
     
    trading arrangement” (as such terms are
     
    defined in Item 408
    of Regulation S-K).
    ITEM 6.
     
    EXHIBITS:
    Exhibit No.
    Item
     
    3.1
    Registrant’s Amended and Restated Certificate of Incorporation, incorporated by
    reference to Exhibit 3.1 to Form 10-Q of the Registrant for the quarter ended May
    2, 2020.
     
    3.2
    Registrant’s Amended and Restated By-Laws, incorporated by reference to Exhibit
    3.2 to Form 10-Q of the Registrant for the quarter ended May 2, 2020.
     
    31.1*
    Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
     
    31.2*
    Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.
     
    32.1*
    Section 1350 Certification of Principal Executive Officer.
     
    32.2*
    Section 1350 Certification of Principal Financial Officer.
    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*)
    * Submitted electronically herewith.
     
     
     
     
     
     
    THE CATO CORPORATION
    PART II OTHER
     
    INFORMATION
    33
    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
    August 28, 2025
    /s/ John P.
     
    D. Cato
    Date
    John P.
     
    D. Cato
    Chairman, President and
    Chief Executive Officer
    August 28, 2025
    /s/ Charles D. Knight
    Date
    Charles D. Knight
    Executive Vice President
    Chief Financial Officer
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    CATO REPORTS 2Q RESULTS

    CHARLOTTE, N.C., Aug. 21, 2025 /PRNewswire/ -- The Cato Corporation (NYSE:CATO) today reported net income of $6.8 million or $0.35 per diluted share for the second quarter ended August 2, 2025, compared to net income of $0.1 million or $0.01 per diluted share for the second quarter ended August 3, 2024.  Sales for the second quarter ended August 2, 2025 were $174.7 million, or an increase of 5% from sales of $166.9 million for the second quarter ended August 3, 2024 primarily due to a 9% same-store sales increase for the quarter compared to 2024. For the six months ended August 2, 2025, the Company reported net income of $10.1 million or $0.51 per diluted share, compared to net income of $1

    8/21/25 7:00:00 AM ET
    $CATO
    Clothing/Shoe/Accessory Stores
    Consumer Discretionary

    CATO REPORTS 1Q EARNINGS

    CHARLOTTE, N.C., May 22, 2025 /PRNewswire/ -- 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 i

    5/22/25 7:00:00 AM ET
    $CATO
    Clothing/Shoe/Accessory Stores
    Consumer Discretionary

    CATO REPORTS 4Q AND FULL YEAR LOSS

    CHARLOTTE, N.C., March 20, 2025 /PRNewswire/ -- The Cato Corporation (NYSE:CATO) today reported a net loss of ($14.1) million or ($0.74) per diluted share for the fourth quarter ended February 1, 2025, compared to a net loss of ($23.4) million or ($1.14) per diluted share for the fourth quarter ended February 3, 2024.  Full-year fiscal 2024 net loss was ($18.1) million or ($0.97) per diluted share compared to a net loss of ($23.9) million or ($1.17) per diluted share for 2023.  The fiscal year and fourth quarter ended February 1, 2025 contains 52 weeks and 13 weeks, respectively versus 53 weeks and 14 weeks in the fiscal year and fourth quarter ended February 3, 2024, respectively. Sales fo

    3/20/25 7:00:00 AM ET
    $CATO
    Clothing/Shoe/Accessory Stores
    Consumer Discretionary

    $CATO
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    $CATO
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    Amendment: SEC Form SC 13G/A filed by Cato Corporation

    SC 13G/A - CATO CORP (0000018255) (Subject)

    10/31/24 11:54:57 AM ET
    $CATO
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    SEC Form SC 13G/A filed by Cato Corporation (Amendment)

    SC 13G/A - CATO CORP (0000018255) (Subject)

    2/15/24 1:56:18 PM ET
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    SEC Form SC 13G/A filed by Cato Corporation (Amendment)

    SC 13G/A - CATO CORP (0000018255) (Subject)

    2/9/24 9:59:07 AM ET
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    Clothing/Shoe/Accessory Stores
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    THE CATO CORPORATION SUSPENDS REGULAR QUARTERLY DIVIDEND

    CHARLOTTE, N.C., Nov. 22, 2024 /PRNewswire/ -- In light of the current economic conditions and current sales trends the Board of Directors of The Cato Corporation (NYSE:CATO) suspended the regular quarterly dividend. 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 T

    11/22/24 7:00:00 AM ET
    $CATO
    Clothing/Shoe/Accessory Stores
    Consumer Discretionary

    THE CATO CORPORATION ANNOUNCES REGULAR QUARTERLY DIVIDEND

    CHARLOTTE, N.C., Aug. 30, 2024 /PRNewswire/ -- The Board of Directors of The Cato Corporation (NYSE:CATO) declared a regular quarterly dividend of $0.17 per share. The dividend will be payable on September 30, 2024 to shareholders of record on September 16, 2024. The $0.17 dividend, or $0.68 on an annualized basis, represents an annualized yield of 14.0% at the closing market price on August 29, 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

    8/30/24 7:00:00 AM ET
    $CATO
    Clothing/Shoe/Accessory Stores
    Consumer Discretionary

    THE CATO CORPORATION ANNOUNCES REGULAR QUARTERLY DIVIDEND

    CHARLOTTE, N.C., May 24, 2024 /PRNewswire/ -- The Board of Directors of The Cato Corporation (NYSE:CATO) declared a regular quarterly dividend of $0.17 per share.  The dividend will be payable on June 24, 2024 to shareholders of record on June 10, 2024. The $0.17 dividend, or $0.68 on an annualized basis, represents an annualized yield of 11.7% at the closing market price on May 23, 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. 

    5/24/24 7:00:00 AM ET
    $CATO
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    $CATO
    Insider Trading

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    Director Drew Theresa J was granted 2,000 shares, increasing direct ownership by 9% to 24,809 units (SEC Form 4)

    4 - CATO CORP (0000018255) (Issuer)

    6/6/25 3:11:14 PM ET
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    Clothing/Shoe/Accessory Stores
    Consumer Discretionary

    Director Davies Pamela Lewis was granted 2,000 shares, increasing direct ownership by 8% to 28,438 units (SEC Form 4)

    4 - CATO CORP (0000018255) (Issuer)

    6/6/25 3:09:18 PM ET
    $CATO
    Clothing/Shoe/Accessory Stores
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    Director Henson Thomas B was granted 2,000 shares, increasing direct ownership by 5% to 43,094 units (SEC Form 4)

    4 - CATO CORP (0000018255) (Issuer)

    6/6/25 3:07:54 PM ET
    $CATO
    Clothing/Shoe/Accessory Stores
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