cato-20260131
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
10-K
☑
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
January 31, 2026
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number
1-31340
The Cato Corporation
Registrant
Delaware
56-0484485
State of Incorporation
I.R.S. Employer Identification Number
8100 Denmark Road
Charlotte
,
North Carolina
28273-5975
Address of Principal Executive Offices
704
/
554-8510
Registrant’s Telephone
Number
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A - Common Stock, par value $.033 per share
CATO
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐
No
☑
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes
☐
No
☑
Indicate by check mark whether the Registrant (1) has
filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange
Act of
1934 during
the preceding
12 months (or
for such
shorter period
that the
Registrant was
required to
file such
reports), and
(2) has been
subject to
such filing requirements for the past 90 days.
Yes
☑
No
☐
Indicate by
check mark
whether the
registrant has
submitted electronically
every Interactive
Data File
required to
be submitted
pursuant to
Rule
405
of
Regulation
S-T
(§
232.405 of
this
chapter) during
the preceding
12
months
(or
for
such
shorter period
that
the
registrant was
required
to
submit such files). Yes
☑
No
☐
Indicate by check mark
whether the registrant is
a large accelerated
filer, an accelerated
filer, a non
-accelerated filer, a
smaller reporting company,
or an
emerging growth
company.
See the
definitions of
“large accelerated
filer,”
“accelerated filer,”
“smaller reporting
company” and
“emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Emerging Growth Company
☐
Non-accelerated filer
☑
Smaller reporting company
☑
If
an
emerging
growth
company,
indicate
by
check
mark
if
the
registrant
has
elected
not
to
use
the
extended
transition
period
for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate
by
check
mark
whether
the
registrant
has
filed
a
report
on
and
attestation
to
its
management’s
assessment
of
the
effectiveness
of
its
internal
control over
financial reporting
under Section
404(b) of
the Sarbanes-Oxley
Act (15
U.S.C. 7262(b))
by the
registered public
accounting
firm that prepared or issued its audit report.
☑
If securities are registered
pursuant to Section
12(b) of the
Act, indicate by check
mark whether the
financial statements of
the registrant included
in the filing reflect the correction of an error to previously issued financial statements.
☐
Indicate by check
mark whether any
of those error
corrections are restatements
that required a
recovery analysis of incentive-based
compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☐
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes
☐
No
☑
The
aggregate
market
value
of
the
Registrant’s
Class A
Common
Stock
held
by
non-affiliates
of
the
Registrant
as
of
August
2,
2025,
the
last
business day of
the Company’s
most recent second
quarter, was
$
46,198,006
based on the
last reported sale
price per share
on the New
York
Stock
Exchange on that date.
As of January 31, 2026, there were
17,976,854
shares of Class A common stock and
1,763,652
shares of Class B common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement relating to the 2026 annual meeting of shareholders are incorporated by reference into Part III.
2
THE CATO CORPORATION
FORM 10-K
TABLE OF CONTENTS
Page
PART
I
Item 1.
Business
..........................................................................................................................
5 – 10
Item 1A.
Risk Factors
....................................................................................................................
10 – 23
Item 1B.
Unresolved Staff Comments
...........................................................................................
23
Item 1C.
Cybersecurity
..................................................................................................................
23
Item 2.
Properties
........................................................................................................................
24
Item 3.
Legal Proceedings
...........................................................................................................
24
Item 3A.
Executive Officers of the Registrant
...............................................................................
25
Item 4.
Mine Safety Disclosures
.................................................................................................
25
PART
II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
........................................................................................
26 – 28
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results
of Operations ..................................................................................................................
29 – 34
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
........................................
34
Item 8.
Financial Statements and Supplementary Data ..............................................................
35 – 67
Item 9.
Changes in and Disagreements with Accountants on Accounting
and Financial
Disclosure
.......................................................................................................................
68
Item 9A.
Controls and Procedures
.................................................................................................
68
Item 9B.
Other Information
...........................................................................................................
69
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
............................
69
PART
III
Item 10.
Directors, Executive Officers and Corporate Governance .............................................
70
Item 11.
Executive Compensation
................................................................................................
70
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
........................................................................................................
70
Item 13.
Certain Relationships and Related Transactions, and Director Independence
...............
71
Item 14.
Principal Accountant Fees and Services
.........................................................................
71
PART
IV
Item 15.
Exhibits and Financial Statement Schedules
..................................................................
72
Item 16.
Form 10-K Summary ............................................................................
74
3
Forward-looking Information
The
following
information
should
be
read
along
with
the
Consolidated
Financial
Statements,
including the
accompanying Notes
appearing in
this report.
Any of
the following
are “forward-looking”
statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E
of the Securities Exchange Act of 1934, as amended: (1) statements in this Form 10-K and any documents
incorporated
by
reference
that
reflect
projections
or
expectations
of
our
future
financial
or
economic
performance;
(2) statements
that
are
not
historical information;
(3) statements
of
our
beliefs,
intentions,
plans
and
objectives for
future operations,
including those
contained in
“Management’s
Discussion and
Analysis of
Financial Condition
and Results
of
Operations”; (4) statements
relating to
our operations
or
activities
for
our
fiscal
year
ending
January
30,
2027
(“fiscal
2026”)
and
beyond,
including,
but
not
limited to, statements regarding expected amounts of capital expenditures and store openings, relocations,
remodels
and
closures,
statements
regarding
the
potential
impact
of
public
health
threats
and
related
responses
and
mitigation
efforts,
as
well
as
the
potential
impact
of
supply
chain
disruptions,
extreme
weather conditions,
trade policies,
inflationary pressures and
other economic
conditions on
our business,
results
of
operations
and
financial
condition
and
statements
regarding
new
store
development
strategy;
and
(5) statements
relating
to
our
future
risks
or
contingencies.
When
possible,
we
have
attempted
to
identify
forward-looking
statements
by
using
words
such
as
“will,”
“expects,”
“anticipates,”
“approximates,” “believes,” “estimates,” “hopes,”
“intends,” “may,”
“plans,” “could,” “would,”
“should”
and
any
variations
or
negative
formations
of
such
words
and
similar
expressions.
We
can
give
no
assurance
that actual
results or
events
will not
differ
materially from
those
expressed or
implied in
any
such
forward-looking
statements.
Forward-looking
statements
included
in
this
report
are
based
on
information available
to us
as of
the filing
date of
this report,
but subject
to known
and unknown
risks,
uncertainties and other factors that could cause actual results
to differ materially from those contemplated
by the forward-looking statements.
Such factors include, but are not limited to, the following:
any actual
or perceived
deterioration in
the conditions
that drive
consumer confidence
and spending,
including, but
not limited to, prevailing social,
economic, political and public health
conditions and uncertainties, levels
of unemployment, fuel, energy and food costs,
inflation, wage rates, tax rates, interest rates, home values,
consumer
net
worth
and
the