CATO

cato-20251120

FALSE

0000018255

0000018255

2025-11-20

2025-11-20

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):

November 20, 2025

THE CATO CORPORATION

(Exact Name of Registrant as Specified in Its Charter) Delaware 1-31340 56-0484485 (State or Other Jurisdiction of 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 if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

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

☐

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

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

☐

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

Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A - Common Stock, par value $.033 per share

CATO

New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

2

THE CATO

CORPORATION

Item 2.02. Results of Operations and Financial Condition On November 20, 2025, The Cato Corporation issued a press release regarding its financial results for the third quarter ending November 1, 2025. A copy of this press release is hereby incorporated as Exhibit 99.1 hereto. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit 99.1 - Press Release issued November 20, 2025 Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document)

3 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

THE CATO

CORPORATION

November 24, 2025 /s/ John P. D. Cato Date John P. D. Cato Chairman, President and Chief Executive Officer November 24, 2025 /s/ Charles D. Knight D ate Charles D. Knight

Executive Vice President Chief Financial Officer

4 Exhibit Index

Exhibit Exhibit No. 99.1 - Press Release issued November 20, 2025 99.1 104 Cover page Interactive Data File (embedded within Inline XBRL document) 104

cato-20250821

FALSE

0000018255

0000018255

2025-08-21

2025-08-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

450 Fifth Street NW Washington, D.C. 29549

Form 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

August 21, 2025

THE CATO CORPORATION

(Exact Name of Registrant as Specified in Its Charter) Delaware 1-31340 56-0484485 (State or Other Jurisdiction of 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 if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

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

☐

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

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

☐

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

Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A - Common Stock, par value $.033 per share

CATO

New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

2

THE CATO

CORPORATION

Item 2.02. Results of Operations and Financial Condition On August 21, 2025 The Cato Corporation issued a press release regarding its financial results for the second quarter ending August 2, 2025. A copy of this press release is hereby incorporated as Exhibit 99.1 hereto. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit 99.1 - Press Release issued August 21, 2025 Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document)

3 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 26, 2025 /s/ John P. D. Cato Date John P. D. Cato Chairman, President and Chief Executive Officer August 26, 2025 /s/ Charles D. Knight Date Charles D. Knight

Executive Vice President Chief Financial Officer

4 Exhibit Index

Exhibit Exhibit No. 99.1 - Press Release issued August 21, 2025 99.1 104 Cover page Interactive Data File (embedded within Inline XBRL document) 104

cato-20250527

FALSE

0000018255

0000018255

2025-05-22

2025-05-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

450 Fifth Street NW Washington, D.C. 29549

Form 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 22, 2025

THE CATO CORPORATION

(Exact Name of Registrant as Specified in Its Charter) Delaware 1-31340 56-0484485 (State or Other Jurisdiction of 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 if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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. ☐

2

THE CATO

CORPORATION

Item 2.02. Results of Operations and Financial Condition. On May 22, 2025, The Cato Corporation issued a press release regarding its financial results for the first quarter ending May 3, 2025. A copy of this press release is hereby incorporated as Exhibit 99.1 hereto. Item 5.07. Submission of Matters to a Vote of Security Holders. On May 22, 2025, the Registrant held its Annual Meeting. The following are the voting results on each matter submitted to the Registrant’s stockholders at the Annual Meeting. The proposals below are described in detail in the Proxy Statement.

At the Annual Meeting, the two nominees for director were elected to the Registrant’s Board of Directors (Proposal 1 below). In addition, management’s proposal to amend and restate the Cato Corporation 2013 Employee Stock Purchase Plan was approved (Proposal 2 below).

In addition, management’s proposal regarding the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026 was approved (Proposal 3 below).

Summary of Voting By Proposal

1. To elect Theresa J. Drew and D. Harding Stowe, each for a term expiring in 2028 and until their successors are elected and qualified. Votes recorded, by nominee, were as follows:

Nominee

For

Abstain

Broker Non-Votes Theresa J. Drew

25,248,912

282,410

5,927,162 D. Harding Stowe 22,904,087 2,627,335 5,927,162

2. To consider and vote upon a proposal to amend and restate The Cato Corporation 2013 Employee Stock Purchase Plan, as amended in 2021. The Company’s shareholders voted to approve this proposal with 25,305,519 for and 143,306 votes against. There were 82,497 abstentions. 3. To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026. The Company’s shareholders voted to approve this proposal with 31,099,302 for and 268,605 votes against. There were 90,577 abstentions. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit 99.1 - Press Release issued May 22, 2025 Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document)

3 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

THE CATO

CORPORATION

May 28, 2025 /s/ John P. D. Cato Date John P. D. Cato Chairman, President and Chief Executive Officer May 28, 2025 /s/ Charles D. Knight Date Charles D. Knight

Executive Vice President Chief Financial Officer

4 Exhibit Index

Exhibit Exhibit No. 99.1 - Press Release issued May 22, 2025 99.1 104 Cover page Interactive Data File (embedded within Inline XBRL document) 104

cato-20250320

FALSE

0000018255

0000018255

2025-03-20

2025-03-20

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):

March 20, 2025

THE CATO CORPORATION

(Exact Name of Registrant as Specified in Its Charter) Delaware 1-31340 56-0484485 (State or Other Jurisdiction of 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 if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

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

☐

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

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

☐

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

Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A - Common Stock, par value $.033 per share

CATO

New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

2

THE CATO

CORPORATION

Item 2.02. Results of Operations and Financial Condition On March 20, 2025 The Cato Corporation issued a press release regarding its financial results for the fourth quarter and year ending February 1, 2025. A copy of this press release is hereby incorporated as Exhibit 99.1 hereto. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit 99.1 - Press Release issued March 20, 2025 Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document)

3 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

March 24, 2025 /s/ John P. D. Cato Date John P. D. Cato Chairman, President and Chief Executive Officer March 24, 2025 /s/ Charles D. Knight Date Charles D. Knight

Executive Vice President Chief Financial Officer

4 Exhibit Index

Exhibit Exhibit No. 99.1 - Press Release issued March 20, 2025 99.1 104 Cover page Interactive Data File (embedded within Inline XBRL document) 104

cato-20241121

FALSE

0000018255

0000018255

2024-11-21

2024-11-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

450 Fifth Street NW Washington, D.C. 29549

Form 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

November 21, 2024

THE CATO CORPORATION

(Exact Name of Registrant as Specified in Its Charter) Delaware 1-31340 56-0484485 (State or Other Jurisdiction of 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 if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

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

☐

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

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

☐

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

Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A - Common Stock, par value $.033 per share

CATO

New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

2

THE CATO

CORPORATION

Item 2.02. Results of Operations and Financial Condition On November 21, 2024 The Cato Corporation issued a press release regarding its financial results for the third quarter ending November 2, 2024. A copy of this press release is hereby incorporated as Exhibit 99.1 hereto. Item 7.01. Regulation FD Disclosure.

On November 21, 2024, The Cato Corporation issued a press release announcing the decision to suspend its quarterly dividend.

A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein. The information contained in this Item 7.01 and in Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit 99.1 - Press Release issued November 21, 2024 Exhibit 99.2 – Press Release issued November 22, 2024 Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document)

3 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

THE CATO

CORPORATION

November 25, 2024 /s/ John P. D. Cato Date John P. D. Cato Chairman, President and Chief Executive Officer November 25, 2024 /s/ Charles D. Knight Date Charles D. Knight

Executive Vice President Chief Financial Officer

4 Exhibit Index

Exhibit Exhibit No. 99.1 - Press Release issued November 21,

2024 99.1 99.2 – Press Release issued November 22, 2024 99.2 104 Cover page Interactive Data File (embedded within Inline XBRL document) 104

cato-20240822

FALSE

0000018255

0000018255

2024-08-22

2024-08-22

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 22, 2024

THE CATO CORPORATION

(Exact Name of Registrant as Specified in Its Charter) Delaware 1-31340 56-0484485 (State or Other Jurisdiction of 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 if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

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

☐

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

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

☐

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

Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A - Common Stock, par value $.033 per share

CATO

New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

2

THE CATO

CORPORATION

Item 2.02. Results of Operations and Financial Condition On August 22, 2024, The Cato Corporation issued a press release regarding its financial results for the second quarter ending August 3, 2024. 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

22, 2024 Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document)

3 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 27, 2024 /s/ John P. D. Cato Date John P. D. Cato Chairman, President and Chief Executive Officer August 27, 2024 /s/ Charles D. Knight Date Charles D. Knight

Executive Vice President Chief Financial Officer

4 Exhibit Index

Exhibit Exhibit No. 99.1 - Press Release issued August

22, 2024 99.1 104 Cover page Interactive Data File (embedded within Inline XBRL document) 104

cato8kq1_2024

FALSE

0000018255

0000018255

2024-05-23

2024-05-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

450 Fifth Street NW Washington, D.C. 29549

Form 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 23, 2024

THE CATO CORPORATION

(Exact Name of Registrant as Specified in Its Charter) Delaware 1-31340 56-0484485 (State or Other Jurisdiction of 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 if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

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

☐

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

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

☐

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

Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A - Common Stock, par value $.033 per share

CATO

New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

2

THE CATO

CORPORATION

Item 2.02. Results of Operations and Financial Condition On May 23, 2024, The Cato Corporation issued a press release regarding its financial results for the first quarter ending May 4, 2024. A copy of this press release is hereby incorporated as Exhibit 99.1 hereto. Item 5.07. Submission of Matters to a Vote of Security Holders. On May 23, 2024, the Registrant held its Annual Meeting. The following are the voting results on each matter submitted to the Registrant’s stockholders at the Annual Meeting. The proposals below are described in detail in the Proxy Statement.

At the Annual Meeting, the two nominees for director were elected to the Registrant’s Board of Directors (Proposal 1 below).

In addition, management’s proposal regarding the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 1, 2025 was approved (Proposal 2 below).

Summary of Voting By Proposal

1. To elect Dr. Pamela L. Davies, Thomas B. Henson and Bryan F. Kennedy, each for a term expiring in 2026 and until their successors are elected and qualified. Votes recorded, by nominee, were as follows:

Nominee

For

Abstain

Broker Non-Votes John P. D. Cato

24,769,119

3,047,577

5,792,278 Bailey W. Patrick 23,905,656 3,911,040 5,792,278

2. To approve, to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 1, 2025. The Company’s shareholders voted to approve this proposal with 33,293, 856 for and 173,223 votes against. There were 141,895 abstentions. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit 99.1 - Press Release issued May 23, 2024 Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document)

3 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

THE CATO

CORPORATION

May 28, 2024 /s/ John P. D. Cato Date John P. D. Cato Chairman, President and Chief Executive Officer May 28, 2024 /s/ Charles D. Knight Date Charles D. Knight

Executive Vice President Chief Financial Officer

4 Exhibit Index

Exhibit Exhibit No. 99.1 - Press Release issued May 23, 2024 99.1 104 Cover page Interactive Data File (embedded within Inline XBRL document) 104

cato-20240321

FALSE

0000018255

0000018255

2024-03-21

2024-03-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

450 Fifth Street NW Washington, D.C. 29549

Form 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

March 21, 2024

THE CATO CORPORATION

(Exact Name of Registrant as Specified in Its Charter) Delaware 1-31340 56-0484485 (State or Other Jurisdiction of 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 if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

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

☐

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

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

☐

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

Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A - Common Stock, par value $.033 per share

CATO

New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

2

THE CATO

CORPORATION

Item 2.02. Results of Operations and Financial Condition On March 21, 2024, The Cato Corporation issued a press release regarding its financial results for the fourth quarter ending February 3, 2024. 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 March 21, 2024 Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document)

3 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

March 25, 2024 /s/ John P. D. Cato Date John P. D. Cato Chairman, President and Chief Executive Officer March 25, 2024 /s/ Charles D. Knight Date Charles D. Knight

Executive Vice President Chief Financial Officer

4 Exhibit Index

Exhibit Exhibit No. 99.1 - Press Release issued March 21, 2024 99.1 104 Cover page Interactive Data File (embedded within Inline XBRL document) 104

cato-20231117

FALSE

0000018255

0000018255

2023-11-16

2023-11-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

450 Fifth Street NW Washington, D.C. 29549

Form 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

November 16, 2023

THE CATO CORPORATION

(Exact Name of Registrant as Specified in Its Charter) Delaware 1-31340 56-0484485 (State or Other Jurisdiction of 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 if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

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

☐

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

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

☐

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

Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A - Common Stock, par value $.033 per share

CATO

New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

2

THE CATO

CORPORATION

Item 2.02. Results of Operations and Financial Condition On August 17, 2023, The Cato Corporation issued a press release regarding its financial results for the second quarter ending July 29, 2023. A copy of this press release is hereby incorporated as Exhibit 99.1 hereto. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit 99.1 - Press Release issued November 16, 2023 Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document)

3 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

THE CATO

CORPORATION

November 20, 2023 /s/ John P. D. Cato Date John P. D. Cato Chairman, President and Chief Executive Officer November 20, 2023 /s/ Charles D. Knight Date Charles D. Knight

Executive Vice President Chief Financial Officer

4 Exhibit Index

Exhibit Exhibit No. 99.1 - Press Release issued November 16, 2023 99.1 104 Cover page Interactive Data File (embedded within Inline XBRL document) 104

cato-20230824

FALSE

0000018255

0000018255

2023-08-17

2023-08-17

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 17, 2023

THE CATO CORPORATION

(Exact Name of Registrant as Specified in Its Charter) Delaware 1-31340 56-0484485 (State or Other Jurisdiction of 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 if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

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

☐

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

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

☐

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

Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A - Common Stock, par value $.033 per share

CATO

New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

2

THE CATO

CORPORATION

Item 2.02. Results of Operations and Financial Condition On August 17, 2023, The Cato Corporation issued a press release regarding its financial results for the second quarter ending July 29, 2023. 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 17, 2023 Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document)

3 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 21, 2023 /s/ John P. D. Cato Date John P. D. Cato Chairman, President and Chief Executive Officer August 21, 2023 /s/ Charles D. Knight Date Charles D. Knight

Executive Vice President Chief Financial Officer

4 Exhibit Index

Exhibit Exhibit No. 99.1 - Press Release issued August 17, 2023 99.1 104 Cover page Interactive Data File (embedded within Inline XBRL document) 104

cato-20230531

FALSE

0000018255

0000018255

2023-05-18

2023-05-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

450 Fifth Street NW Washington, D.C. 29549

Form 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 18, 2023

THE CATO CORPORATION

(Exact Name of Registrant as Specified in Its Charter) Delaware 1-31340 56-0484485 (State or Other Jurisdiction of 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 if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

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

☐

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

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

☐

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

Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A - Common Stock, par value $.033 per share

CATO

New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

2

THE CATO

CORPORATION

Item 2.02. Results of Operations and Financial Condition On May 18, 2023, The Cato Corporation issued a press release regarding its financial results for the first quarter ending May 29, 2023. A copy of this press release is hereby incorporated as Exhibit 99.1 hereto. Item 5.07. Submission of Matters to a Vote of Security Holders. On May 18, 2023, the Registrant held its Annual Meeting. The following are the voting results on each matter submitted to the Registrant’s stockholders at the Annual Meeting. The proposals below are described in detail in the Proxy Statement.

At the Annual Meeting, the three nominees for director were elected to the Registrant’s Board of Directors (Proposal 1 below).

In addition, management’s proposal regarding the Company’s executive compensation was approved (Proposal 2 below). In addition, to hold an advisory (non-binding) vote on how often a shareholder vote on “say on pay” is held every one year, two years or three years.

In addition, management’s proposal regarding the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 28, 2023 was approved (Proposal 3 below).

Summary of Voting By Proposal

1. To elect Dr. Pamela L. Davies, Thomas B. Henson and Bryan F. Kennedy, each for a term expiring in 2026 and until their successors are elected and qualified. Votes recorded, by nominee, were as follows:

Nominee

For

Abstain

Broker Non-Votes Dr. Pamela L Davies

23,657,559

5,244,500

5,014,557 Thomas B. Henson 25,137,017 3,765,042 5,014,557 Bryan F. Kennedy

23,247,410

5,654,649

5,014,557

2. To approve, on an advisory basis, the Company’s executive compensation. The Company’s shareholders voted to approve this proposal with 22,466,145 for and 6,346,566 votes against. There were 89,348 abstentions and 5,014,557 Broker non-votes. 3. In addition, to hold an advisory (non-binding) vote on how often a shareholder vote on “say on pay” is held every one year, two years or three years. The Company’s shareholders voted: 7,280,231 for every one year, 66,409 for every two years, and 22,466,145for every three years. There were 66,887 abstentions and 5,014,557 Broker non-votes.

In light of the voting results with respect to the frequency of advisory votes on executive compensation, the Company’s board of directors has determined that the Company currently intends to hold an advisory vote on the compensation of our named executive officers every three years until the next required vote on the frequency of advisory votes on executive compensation.

4. To approve, to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 3, 2024. The Company’s shareholders voted to approve this proposal with 33,653,005 for and 102,207 votes

cato-20220519

FALSE

0000018255

0000018255

2022-05-19

2022-05-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

450 Fifth Street NW Washington, D.C. 29549

Form 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 19, 2022

THE CATO CORPORATION

(Exact Name of Registrant as Specified in Its Charter) Delaware 1-31340 56-0484485 (State or Other Jurisdiction of 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 if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

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

☐

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

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

☐

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

Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A - Common Stock, par value $.033 per share

CATO

New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

2

THE CATO

CORPORATION

Item 1.01 Entry into a Material Definitive Agreement On May 19, 2022, The Cato Corporation (the “Company”), entered into a credit agreement (the “Credit Agreement”) among the Company, the guarantors party thereto, the banks party thereto and Wells Fargo Bank, National Association, as Agent. The Credit Agreement provides for a five-year $35.0 million unsecured revolving credit facility (the “Revolving Credit Facility”). The agreement also provides that the Company may seek increases to the Revolving Credit Facility in an aggregate amount so that the Revolving Credit Facility does not exceed $75.0 million. Borrowings under the Revolving Credit Facility will bear interest at an annual rate of the Secured Overnight Funding Rate

(SOFR)

plus 1.0% or (b) an alternate base rate (as described in the Credit Agreement). In addition, a commitment fee accrues with respect to the unused amount of the Revolving Credit Facility at an annual rate of 0.10%. The Revolving Credit Facility is guaranteed by each of the Company’s wholly owned domestic subsidiaries, other than any subsidiary that owns part of the Company’s York, South Caroling real estate holdings, and its bank and captive insurance subsidiaries Cedar Hill National Bank and Providence Insurance, respectively. The Credit Agreement provides that the Company must maintain compliance with a minimum consolidated tangible net worth and a minimum coverage ratio of EBITDAR to fixed charges, as determined in accordance with the Credit Agreement.

The Credit Agreement also contains affirmative, negative and financial covenants customary for financings of this type, including, among other things, limitations on certain other indebtedness, loans and investments, liens, mergers, asset sales, transactions with affiliates and capital expenditures, as well as customary events of default. The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement. A copy of this Credit Agreement is incorporated as exhibit 10.1 hereto. Item 1.02 Termination of a Material Definitive Agreement The disclosure provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.02. On May 19, 2022, in connection with the closing of the Revolving Credit Facility described in Item 1.01, the Company terminated its credit agreement, dated as of August 22, 2003, between the Company and Branch Banking and Trust Company, as administrative agent, issuing bank, and a bank. Item 2.02. Results of Operations and Financial Condition. On May 19, 2022, The Cato Corporation issued a press release regarding its financial results for the first quarter ending April 30, 2022. A copy of this press release is hereby incorporated as Exhibit 99.1 hereto. Item 2.03 Creation of a Direct Fina

cato8k4qtr2021

FALSE

0000018255

0000018255

2022-03-17

2022-03-17

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):

March 17, 2022

THE CATO CORPORATION

(Exact Name of Registrant as Specified in Its Charter) Delaware 1-31340 56-0484485 (State or Other Jurisdiction of 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 if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

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

☐

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

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

☐

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

Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A - Common Stock, par value $.033 per share

CATO

New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

2

THE CATO

CORPORATION

Item 2.02. Results of Operations and Financial Condition.

On March 17, 2022, The Cato Corporation issued a press release regarding its financial results for the fourth quarter ending January 29, 2022. A copy of this press release is furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit 99.1 - Press Release issued March 17, 2022 104 Cover page Interactive Data File (embedded within Inline XBRL document

3 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

March 21, 2022 /s/ John P. D. Cato Date John P. D. Cato Chairman, President and Chief Executive Officer March 21, 2022 /s/ Charles D. Knight Date Charles D. Knight

Executive Vice President Chief Financial Officer

4 Exhibit Index

Exhibit Exhibit No. 99.1 - Press Release issued March 17, 2022 99.1 104 Cover page Interactive Data File (embedded within Inline XBRL document) 104

cato8k3qtr2021

FALSE

0000018255 ☐ ☐ ☐ ☐

0000018255

2021-11-17

2021-11-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

450 Fifth Street NW Washington, D.C. 29549

Form 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

November 17, 2021

THE CATO CORPORATION

(Exact Name of Registrant as Specified in Its Charter) Delaware 1-31340 56-0484485 (State or Other Jurisdiction of 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 if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

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

☐

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

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

☐

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

Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A - Common Stock, par value $.033 per share

CATO

New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

2

THE CATO

CORPORATION

Item 2.02. Results of Operations and Financial Condition.

On November 17, 2021, The Cato Corporation issued a press release regarding its financial results for the third quarter ending October 30, 2021. A copy of this press release is furnished as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 - Press Release issued November 17, 2021 Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document)

3 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

THE CATO

CORPORATION

November 17, 2021 /s/ John P. D. Cato Date John P. D. Cato Chairman, President and Chief Executive Officer November 17, 2021 /s/ John R. Howe Date John R. Howe Executive Vice President Chief Financial Officer

4 Exhibit Index

Exhibit Exhibit No. Exhibit 99.1 - Press Release issued November 17, 2021 99.1 Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document) 104

cato8k2qtr2021

FALSE

0000018255 ☐ ☐ ☐ ☐

0000018255

2021-08-19

2021-08-19

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 19, 2021

THE CATO CORPORATION

(Exact Name of Registrant as Specified in Its Charter) Delaware 1-31340 56-0484485 (State or Other Jurisdiction of 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 if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

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

☐

Pre-commencement communications pursuant to Rule 14d

-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e

-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A - Common Stock, par value $.033 per share

CATO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b -2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

2

THE CATO

CORPORATION

Item 2.02. Results of Operations and Financial Condition.

On August 19, 2021, The Cato Corporation issued a press release regarding its financial results for the second quarter ending July 31, 2021. A copy of this press release is furnished as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 - Press Release issued August 19, 2021

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

3

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 20, 2021 /s/ John P. D. Cato Date John P. D. Cato Chairman, President and Chief Executive Officer August 20, 2021 /s/ John R. Howe Date John R. Howe Executive Vice President Chief Financial Officer

4

Exhibit Index

Exhibit Exhibit No. Exhibit 99.1 - Press Release issued August 19, 2021 99.1 Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document) 104

cato8k1qtr2021

FALSE

0000018255 ☐ ☐ ☐ ☐

0000018255

2021-05-20

2021-05-20

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):

May 20, 2021

THE CATO CORPORATION

(Exact Name of Registrant as Specified in Its Charter) Delaware 1-31340 56-0484485 (State or Other Jurisdiction of 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 if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

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

☐

Pre-commencement communications pursuant to Rule 14d

-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e

-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A - Common Stock, par value $.033 per share

CATO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b -2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

2

THE CATO

CORPORATION

Item 2.02. Results of Operations and Financial Condition.

On May 20, 2021, The Cato Corporation (the “Company”) issued a press release regarding its financial results for the first quarter ending May 1, 2021. A copy of this press release is furnished as Exhibit 99.1 hereto.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 20, 2021, the Registrant held its Annual Meeting. The following are the voting results on each matter submitted to the Registrant’s stockholders at the Annual Meeting. The proposals below are described in detail in the Proxy Statement.

At the Annual Meeting, the three nominees for director were elected to the Registrant’s Board of Directors (Proposal 1 below).

In addition, management’s proposal to amend and restate the Cato Corporation 2013 Employee Stock Purchase Plan was approved (Proposal 2 below).

In addition, management’s proposal regarding the Company’s executive compensation was approved (Proposal 3 below).

In addition, management’s proposal regarding the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 29, 2022 was approved (Proposal 4 below).

Summary Of Voting By Proposal

1.

To elect John P.D. Cato, Thomas E. Meckley and Bailey W. Patrick, each for a term expiring in 2024 and until their successors are elected and qualified. Votes recorded, by nominee, were as follows:

Nominee For Abstain Broker

Non-Votes

John P.D. Cato 33,028,710 301,255 3,347,114 Thomas E. Meckley 32,694,837 635,128 3,347,114 Bailey W. Patrick 28,642,601 4,687,364 3,347,114

2.

To consider and vote upon a proposal to amend and restate The Cato Corporation 2013 Employee Stock Purchase Plan. The Company’s shareholders voted to approve this proposal with 33,160,165 votes for and 148,184 votes against. There were 21,616 abstentions and 3,347,114 Broker non-votes.

3.

To approve, on an advisory basis, the Company’s executive compensation. The Company’s shareholders voted to approve this proposal with 24,992,869 for and 8,220,993 votes against.

There were 116,103 abstentions and 3,347,114 Broker non-votes.

3

4.

To approve, to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 29, 2022.

The Company’s shareholders voted to approve this proposal with 36,447,359 for and 118,581 votes against. There were 111,139 abstentions. Item 7.01. Regulation FD Disclosure.

On May 20, 2021, The Cato Corporation issued a press release announcing the decision to resume quarterly dividend declarations.

A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein. The information contained in this Item 7.01 and in Exhibit

cato8k4qtr2020

FALSE

0000018255 ☐ ☐ ☐ ☐

0000018255

2021-03-18

2021-03-18

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):

March 18, 2021

THE CATO CORPORATION

(Exact Name of Registrant as Specified in Its Charter) Delaware 1-31340 56-0484485 (State or Other Jurisdiction of 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 if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

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

☐

Pre-commencement communications pursuant to Rule 14d

-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e

-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A - Common Stock, par value $.033 per share

CATO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b -2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

2

THE CATO

CORPORATION

Item 2.02. Results of Operations and Financial Condition.

On March 18, 2021, The Cato Corporation issued a press release regarding its financial results for the fourth quarter ending January 30, 2021. A copy of this press release is furnished as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 - Press Release issued March 18, 2021

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

3

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

March 19, 2021 /s/ John P. D. Cato Date John P. D. Cato Chairman, President and Chief Executive Officer March 19, 2021 /s/ John R. Howe Date John R. Howe Executive Vice President Chief Financial Officer

4

Exhibit Index

Exhibit Exhibit No. Exhibit 99.1 - Press Release issued March 18, 2021 99.1 Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document) 104

cato8k3qtr2020

FALSE

0000018255 ☐ ☐ ☐ ☐

0000018255

2020-11-19

2020-11-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

450 Fifth Street NW Washington, D.C. 29549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

November 19, 2020

THE CATO CORPORATION

(Exact Name of Registrant as Specified in Its Charter) Delaware 1-31340 56-0484485 (State or Other Jurisdiction of 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 if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

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

☐

Pre-commencement communications pursuant to Rule 14d

-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e

-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A - Common Stock, par value $.033 per share

CATO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b -2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

2

THE CATO

CORPORATION

Item 2.02. Results of Operations and Financial Condition.

On November 19, 2020, The Cato Corporation issued a press release regarding its financial results for the third quarter ending October 31, 2020. A copy of this press release is furnished as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 - Press Release issued November 19, 2020

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

3

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

THE CATO

CORPORATION

November 20, 2020 /s/ John P. D. Cato Date John P. D. Cato Chairman, President and Chief Executive Officer November 20, 2020 /s/ John R. Howe Date John R. Howe Executive Vice President Chief Financial Officer

4

Exhibit Index

Exhibit Exhibit No. Exhibit 99.1 - Press Release issued November 19, 2020 99.1 Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document) 104

FALSE0000018255

0000018255

2020-08-20 2020-08-20

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, 2020

THE CATO CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware 1-31340 56-0484485

(State or Other Jurisdiction of 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 if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

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

CATO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

THE CATO CORPORATION

Item 2.02. Results of Operations and Financial Condition. On August 20, 2020, The Cato Corporation issued a press release regarding its financial results for the second quarter ending August 1, 2020. A copy of this press release is furnished as Exhibit 99.1 hereto. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit 99.1 - Press Release issued August 20, 2020 Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document)

2

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 24, 2020

/s/ John P. D. Cato

Date

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

August 24, 2020

/s/ John R. Howe

Date

John R. Howe Executive Vice President Chief Financial Officer

3

Exhibit Index

Exhibit

Exhibit No.

Exhibit 99.1 - Press Release issued August 20, 2020

99.1

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

104

4

FALSE0000018255

0000018255

2020-05-21 2020-05-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

450 Fifth Street NW Washington, D.C. 29549

Form 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):     May 21, 2020

THE CATO CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware 1-31340 56-0484485

(State or Other Jurisdiction of 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 if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

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

CATO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

THE CATO CORPORATION

Item 2.02. Results of Operations and Financial Condition. On May 21, 2020, The Cato Corporation issued a press release regarding its financial results for the first quarter ending May 2, 2020. A copy of this press release is furnished as Exhibit 99.1 hereto. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit 99.1 - Press Release issued May 21, 2020 Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document)

2

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

THE CATO CORPORATION

May 22, 2020

/s/ John P. D. Cato

Date

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

May 22, 2020

/s/ John R. Howe

Date

John R. Howe Executive Vice President Chief Financial Officer

3

Exhibit Index

Exhibit

Exhibit No.

Exhibit 99.1 - Press Release issued May 21, 2020

99.1

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

104

4