Form 8-K

8-K — CATO CORP

Accession: 0001562762-26-000096

Filed: 2026-08-25

Period: 2026-08-20

CIK: 0000018255

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

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — cato-20260820.htm (Primary)

EX-99.1 (exhibit99.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: cato-20260820.htm · Sequence: 1

cato-20260820

FALSE

0000018255

2026-08-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

450 Fifth Street NW

Washington, D.C. 29549

Form

8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

August 20, 2026

THE CATO CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

1-31340

56-0484485

(State or Other Jurisdiction

Incorporation

(Commission

File Number)

(IRS Employer

Identification No.)

8100 Denmark Road

Charlotte

North Carolina

(Address of Principal Executive Offices)

28273-5975

(Zip Code)

(704)

554-8510

(Registrant’s Telephone

Number, Including Area Code)

Not Applicable

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

Check

the

appropriate

box

below

the

Form

8-K

filing

intended

simultaneously

satisfy

the

filing

obligation

the

registrant

under any of the following provisions:

☐

Written communications pursuant to Rule 425

under the Securities Act (17 CFR 230.425)

☐

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

-12)

☐

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

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

☐

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

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

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

CATO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933

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

(§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company,

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

transition period for

complying with any new or revised financial accounting standards provided

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

☐

THE CATO

CORPORATION

Item 2.02. Results of Operations and Financial Condition.

On August 20, 2026, The Cato Corporation issued a press release regarding its financial

results for the second

quarter ending August 1, 2026. A copy of this press release is hereby incorporated

as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 - Press Release issued August 20, 2026

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

Signatures

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

Registrant has duly caused this

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

authorized.

THE CATO

CORPORATION

August 25, 2026

/s/ John P.

D. Cato

Date

John P.

D. Cato

Chairman, President and

Chief Executive Officer

August 25, 2026

/s/ Charles D. Knight

Date

Charles D. Knight

Executive Vice President

Chief Financial Officer

Exhibit Index

Exhibit

No.

99.1 - Press Release issued August 20, 2026

99.1

104

Cover page Interactive Data File (embedded within Inline

XBRL document)

104

EX-99.1

Filename: exhibit99.htm · Sequence: 5

exhibit99

EXHIBIT 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

For Further Information Contact:

Charles D. Knight

Executive Vice President

Chief Financial Officer

InvestorRelations@catocorp.com

CATO REPORTS

2Q EARNINGS

CHARLOTTE, N.C. (August 20, 2026) – The Cato Corporation (NYSE: CATO) today reported net income of $1.1

million or $0.06 per diluted share for the second quarter ended August 1, 2026,

compared to net income of $6.8 million or

$0.35 per diluted share for the second quarter ended August 2, 2025.

Sales for the second quarter ended August 1, 2026 were $163.9 million,

or a decrease of 6% from sales of $174.7 million

for the second quarter ended August 2, 2025 primarily due to a 3.7% same-store

sales decrease for the quarter compared

to 2025.

For the six months ended August 1, 2026, the Company reported net

income of $10.5 million or $0.53 per diluted share,

compared to net income of $10.1 million or $0.51 for the six months ended August

2, 2025.

Sales for the six months

ended August 1, 2026 were $333.3 million, a decrease of 2.9% from

sales of $343.1 million for the six months ended

August 2, 2025 primarily due to flat same-store sales compared

to 2025 and the impact of closed stores.

“Our results in the quarter are in large part due to the continued pressure on our customers’

discretionary income, which is

being negatively impacted in part by persistent inflation, higher fuel prices

and continued elevated interest rates,” stated

John Cato, Chairman, President, and Chief Executive Officer.

“We expect the negative pressure on our customers’

discretionary income to continue for the foreseeable future.

We will continue to tightly manage our expenses and

inventory as we anticipate the back half of 2026 to be challenging.”

Gross margin decreased from 36.2% to 32.8% of sales in the quarter due to lower

merchandise margins and deleveraging

of occupancy costs.

SG&A expenses as a percent of sales increased from 32.8% to 33.0%

of sales during the quarter.

For

the quarter, SG&A expense decreased $3.3 million primarily due to lower payroll costs and credit

card fees.

Income tax

expense for the quarter was $0.1 million versus an income

tax benefit of $0.3 million in the prior year.

Year

-to-date gross margin decreased from 35.6% of sales to 35.0% primarily due

to lower merchandise margins and

deleveraging of occupancy costs.

Year-to-date SG&A expenses were 32.4% as a percent of sales versus 32.8% in the

prior year.

Year-to-date SG&A expenses decreased $4.7 million primarily due to lower payroll, equipment and insurance

costs, partially offset by professional fees and litigation costs.

Income tax expense for the first half increased to $0.7

million from $0.6 million last year.

During the second quarter ended August 1, 2026, the Company

closed eight stores.

As of August 1, 2026, the Company

had 1,057 stores in 31 states, compared to 1,101 stores in 31 states as of August

2, 2025.

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

apparel and accessories operating three

concepts, “Cato,” “Versona” and “It’s

Fashion.”

The Company’s Cato stores offer exclusive merchandise with fashion

and quality comparable to mall specialty stores at low prices every

day.

The Company also offers exclusive merchandise

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

Versona

is a unique fashion destination offering apparel and

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

Select Versona

merchandise can also

be found at www.shopversona.com.

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

family at low prices every day.

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

fact,

including, without limitation, statements regarding the Company’s

expected or estimated operational financial

results, activities or opportunities, and potential impacts and effects of events, risks or contingencies

are considered

“forward-looking” within the meaning of The Private Securities Litigation Reform Act of

1995.

Such forward-looking

statements are based on current expectations that are subject to known and unknown risks, uncertainties and other factors

that could cause actual results to differ materially from those contemplated by the forward-looking statements.

Such

factors include, but are not limited to, any actual or perceived deterioration in the conditions that drive consumer

confidence and spending, including, but not limited to, prevailing social, economic, political and public

health conditions

and uncertainties, levels of unemployment, fuel, energy and food costs, inflation, wage rates, tax

rates, interest rates,

home values, consumer net worth and the availability of credit; changes in laws or regulations affecting our business,

including but not limited to tariffs and taxes; uncertainties regarding the impact of any governmental action regarding, or

responses to, the foregoing conditions; competitive factors and pricing pressures; our ability to predict and respond to

rapidly changing fashion trends and consumer demands; our ability to open new stores in attractive locations and the

ability of any such new stores to grow and perform as expected; underperformance or other factors that may lead to a

continuation or acceleration of store closures and negative affect on the Company’s

profitability; adverse weather,

public

health threats, acts of war or aggression or similar conditions that may affect our sales or operations; inventory risks

due

to shifts in market demand, including the ability to liquidate excess inventory

at anticipated margins; and other factors

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

of the Company’s

most recently filed annual report on Form 10-K and

in other reports the Company files with or furnishes to the SEC from time to time.

The Company does not undertake to

publicly update or revise the forward-looking statements even if experience or future changes make it clear that the

projected results expressed or implied therein

will not be realized. The Company is not responsible for any changes made

to this press release by wire or Internet services.

* * *

THE CATO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS

OF INCOME (UNAUDITED)

FOR THE PERIODS ENDED August 1, 2026 AND August 2, 2025

(Dollars in thousands, except per share data)

Quarter Ended

Six Months Ended

Aug 1,

Aug 2,

Aug 1,

Aug 2,

2026

Sales

2025

Sales

2026

Sales

2025

Sales

REVENUES

Retail sales

163,902

100.0%

174,653

100.0%

333,312

100.0%

343,072

100.0%

Other revenue (principally finance,

late fees and layaway charges)

1,599

1.0%

1,856

1.1%

3,293

1.0%

3,679

1.1%

Total revenues

165,501

101.0%

176,509

101.1%

336,605

101.0%

346,751

101.1%

GROSS MARGIN (Memo)

53,722

32.8%

63,186

36.2%

116,792

35.0%

122,288

35.6%

COSTS AND EXPENSES, NET

Cost of goods sold

110,180

67.2%

111,467

63.8%

216,520

65.0%

220,784

64.4%

Selling, general and administrative

54,047

33.0%

57,371

32.8%

107,977

32.4%

112,696

32.8%

Depreciation

2,246

1.4%

2,525

1.4%

4,482

1.3%

5,089

1.5%

Interest and other income

(2,268)

-1.4%

(1,393)

-0.8%

(3,501)

-1.1%

(2,594)

-0.8%

Costs and expenses, net

164,205

100.2%

169,970

97.3%

325,478

97.6%

335,975

97.9%

Income Before Income Taxes

1,296

0.8%

6,539

3.7%

11,127

3.3%

10,776

3.1%

Income Tax Expense

147

0.1%

(293)

-0.2%

669

0.2%

635

0.2%

Net Income

1,149

0.7%

6,832

3.9%

10,458

3.1%

10,141

3.0%

Basic Earnings Per Share

0.06

0.35

0.53

0.51

Diluted Earnings Per Share

0.06

0.35

0.53

0.51

THE CATO CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

Aug1,

January 31,

2026

(Unaudited)

ASSETS

Current Assets

Cash and cash equivalents

35,115

16,788

Short-term investments

58,650

56,859

Restricted cash

2,675

Accounts receivable - net

20,459

25,462

Merchandise inventories

82,487

83,696

Other current assets

9,077

7,787

Total Current Assets

208,463

193,267

Property and Equipment - net

51,730

53,748

Other Assets

20,942

20,471

Right-of-Use Assets, net

142,303

153,933

TOTAL

423,438

421,419

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

105,640

102,385

Current Lease Liability

47,835

53,507

Noncurrent Liabilities

11,264

11,272

Lease Liability

90,794

96,941

Stockholders' Equity

167,905

157,314

TOTAL

423,438

421,419

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