cato25qtr2q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

20549

FORM

10-Q

☑

QUARTERLY REPORT PURSUANT

TO SECTION

13 OR 15(d)

OF THE SECURITIES

EXCHANGE

ACT OF

1934

For the quarterly period ended

August 2, 2025

☐

TRANSITION

REPORT PURSUANT

TO SECTION

13 OR 15(d)

OF THE SECURITIES

EXCHANGE

ACT OF

1934

For the transition period from ________________to__________________

Commission file number

1-31340

THE CATO CORPORATION

(Exact name of registrant as specified in its

charter)

Delaware

56-0484485

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

8100 Denmark Road

Charlotte

North Carolina

28273-5975

(Address of principal executive offices)

(Zip Code)

(704)

554-8510

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if

changed since last report)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

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

CATO

New York Stock Exchange

Indicate

by check

mark

whether

the

registrant

(1)

has

filed

all

reports

required

filed

by Section

15(d)

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

Indicate

check

mark

whether

the

registrant

has

submitted

electronically

every

Interactive

Data

File

required

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

Indicate by

check mark

whether the

registrant is

a large

accelerated filer,

an accelerated

filer, a

non-accelerated filer,

a smaller

reporting

company,

emerging

growth

company.

See

the

definitions

“large

accelerated

filer,”

“accelerated

filer,”

“smaller

reporting

company,” and “emerging growth

company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☑

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

emerging

growth

company,

indicate

check

mark

the

registrant

has

elected

not

use

the

extended

transition

period

for

complying with any new or revised financial accounting standards provided

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

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b

-2 of the Exchange Act). Yes

☐

☒

As of August 2, 2025, there were

17,962,676

shares of Class A common stock and

1,763,652

shares of Class B common stock outstanding.

THE CATO CORPORATION

FORM 10-Q

Quarter Ended August 2, 2025

Table

of Contents

Page No.

PART

I – FINANCIAL INFORMATION

(UNAUDITED)

Item 1.

Financial Statements (Unaudited):

Condensed Consolidated Statements of Income and Comprehensive Income

For the Three Months and Six Months Ended August

2, 2025 and August 3, 2024

Condensed Consolidated Balance Sheets

At August 2, 2025 and February 1, 2025

Condensed Consolidated Statements of Cash Flows

For the Six Months Ended August 2, 2025 and August

3, 2024

Condensed Consolidated Statements of Stockholders’ Equity

5 – 6

For the Three Months and Six Months Ended August

2, 2025 and August 3, 2024

Notes to Condensed Consolidated Financial Statements

7 – 21

For the Three Months and Six Months Ended August

2, 2025 and August 3, 2024

Item 2.

Management’s Discussion and Analysis

of Financial Condition and

Results of Operations

22 – 29

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART

II – OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Item 5.

Other Information

Item 6.

Exhibits

Signatures

PART

I FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

THE CATO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS

OF INCOME AND

COMPREHENSIVE INCOME

(UNAUDITED)

Three Months Ended

Six Months Ended

August 2, 2025

August 3, 2024

August 2, 2025

August 3, 2024

(Dollars in thousands, except per share data)

REVENUES

Retail sales

174,653

166,934

343,072

342,206

Other revenue (principally finance charges, late fees and

layaway charges)

1,856

1,694

3,679

3,521

Total revenues

176,509

168,628

346,751

345,727

COSTS AND EXPENSES, NET

Cost of goods sold (exclusive of depreciation shown

below)

111,467

109,122

220,784

221,627

Selling, general and administrative (exclusive of

depreciation

shown below)

57,371

58,181

112,696

114,933

Depreciation

2,525

2,329

5,089

4,369

Interest and other income

(1,393)

(1,742)

(2,594)

(7,563)

Costs and expenses, net

169,970

167,890

335,975

333,366

Income before income taxes

6,539

738

10,776

12,361

Income tax (benefit) expense

(293)

643

635

1,292

Net income

6,832

10,141

11,069

Basic earnings per share

0.35

0.01

0.51

0.54

Diluted earnings per share

0.35

0.01

0.51

0.54

Comprehensive income:

Net income

6,832

10,141

11,069

Net unrealized gain (loss) on available-for-sale securities

for each of the three and

six months ended

August 2, 2025 and August 3, 2024, respectively

676

106

(72)

Comprehensive income

6,900

771

10,247

10,997

See notes to condensed consolidated financial statements (unaudited).

THE CATO CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

August 2, 2025

February 1, 2025

ASSETS

(Dollars in thousands)

Current Assets:

Cash and cash equivalents

34,225

20,279

Short-term investments

56,550

57,423

Restricted cash

2,675

2,799

Accounts receivable, net of allowance for customer credit losses of

641

and $

581

at August 2, 2025 and February 1, 2025, respectively

26,152

24,540

Merchandise inventories

97,273

110,739

Prepaid expenses and other current assets

8,941

7,406

Total Current Assets

225,816

223,186

Property and equipment – net

57,641

60,326

Other assets

20,201

19,979

Right-of-Use assets – net

133,228

148,870

Total Assets

436,886

452,361

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

Accounts payable

85,448

88,641

Accrued expenses

35,353

41,717

Accrued employee benefits and bonus

326

Accrued income taxes

343

Current lease liability

53,877

57,555

Total Current Liabilities

175,347

188,239

Other noncurrent liabilities

13,340

13,485

Lease liability

76,018

88,341

Stockholders' Equity:

Preferred stock, $

100

par value per share,

100,000

authorized,

none

issued

Class A common stock, $

0.033

par value per share,

50,000,000

shares authorized;

17,962,676

shares and

18,313,929

issued at August 2, 2025 and February 1, 2025, respectively

607

619

Convertible Class B common stock, $

0.033

par value per share,

15,000,000

shares authorized;

1,763,652

issued at August 2, 2025 and February 1, 2025

Additional paid-in capital

130,180

129,530

Retained earnings

41,076

31,935

Accumulated other comprehensive income

259

153

Total Stockholders' Equity

172,181

162,296

Total Liabilities and Stockholders' Equity

436,886

452,361

See notes to condensed consolidated financial statements (unaudited).

THE CATO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

(UNAUDITED)

Six Months Ended

August 2, 2025

August 3, 2024

(Dollars in thousands)

Operating Activities:

Net income

10,141

11,069

Adjustments to reconcile net income to net cash provided

by operating activities:

Depreciation

5,089

4,369

Provision for customer credit losses

442

338

Purchase premium and premium amortization of investments

(464)

(577)

(Gain) on sale of assets held for investment

(34)

(4,223)

Share-based compensation

587

840

(Gain) loss on disposal of property and equipment

(37)

Changes in operating assets and liabilities which provided

(used) cash:

Accounts receivable

(2,054)

1,041

Merchandise inventories

13,466

2,631

Prepaid and other assets

(1,756)

(1,891)

Operating lease right-of-use assets and liabilities

(357)

(775)

Accrued income taxes

646

Accounts payable, accrued expenses and other liabilities

(9,383)

(4,728)

Net cash provided by operating activities

15,640

8,836

Investing Activities:

Expenditures for property and equipment

(2,362)

(4,799)

Purchase of short-term investments

(12,906)

(31,396)

Sales of short-term investments

14,349

37,703

Sales of other assets

5,165

Net cash (used in) provided by investing activities

(885)

6,673

Financing Activities:

Dividends paid

(7,050)

Repurchase of common stock

(995)

(2,237)

Proceeds from employee stock purchase plan

191

Net cash used in financing activities

(933)

(9,096)

Net increase in cash, cash equivalents, and restricted cash

13,822

6,413

Cash, cash equivalents, and restricted cash at beginning of period

23,078

27,913

Cash, cash equivalents, and restricted cash at end of period

36,900

34,326

Non-cash activity:

Accrued other assets and property and equipment expenditures

334

721

See notes to condensed consolidated financial statements (unaudited).

THE CATO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS

OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

Accumulated

Additional

Other

Total

Common

Paid-in

Retained

Comprehensive

Stockholders'

Stock

Capital

Earnings

Income

Equity

(Dollars in thousands, except per share data)

Balance — February 1, 2025

678

129,530

31,935

153

162,296

Comprehensive income:

Net income

3,309

Unrealized net gain on available-for-sale securities, net of

deferred income tax benefit of $

Class A common stock sold through employee stock purchase

plan

Other

(73)

Share-based compensation issuances and exercises

(2)

Share-based compensation expense

184

Repurchase and retirement of treasury shares

(10)

(897)

(907)

Balance — May 3, 2025

666

129,786

34,274

191

164,917

Comprehensive income:

Net income

6,832

Unrealized net gain on available-for-sale securities, net of

deferred income tax benefit of $

Other

Share-based compensation expense

394

Repurchase and retirement of treasury shares

(60)

Balance — August 2, 2025

666

130,180

41,076

259

172,181

See notes to condensed consolidated financial statements (unaudited).

THE CATO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS

OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

Accumulated

Additional

Other

Total

Common

Paid-in

Retained

Comprehensive

Stockholders'

Stock

Capital

Earnings

Income

Equity

(Dollars in thousands, except per share data)

Balance — February 3, 2024

694

126,953

64,279

395

192,321

Comprehensive income:

Net income

10,974

Unrealized net loss on available-for-sale securities, net of

deferred income tax benefit of $

(748)

Dividends paid ($

0.17

per share)

(3,523)

Class A common stock sold through employee stock purchase

plan

189

190

Share-based compensation issuances and exercises

Share-based compensation expense

(84)

Repurchase and retirement of treasury shares

(14)

(2,223)

(2,237)

Balance — May 4, 2024

694

127,058

69,512

(353)

196,911

Comprehensive income:

Net income

Unrealized net gain on available-for-sale securities, net of

deferred income tax benefit of $

676

Dividends paid ($

0.17

per share)

(3,527)

Class A common stock sold through employee stock purchase

plan

Share-based compensation expense

858

872

Balance — August 3, 2024

694

127,951

66,094

323

195,062

See notes to condensed consolidated financial statements (unaudited).

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

FOR THE THREE MONTHS AND SIX MONTHS ENDED

AUGUST 2, 2025 AND AUGUST 3,

2024

NOTE 1 - GENERAL

The condensed

consolidated financial

statements as

of August

2, 2025

and for

the three

and six

months

ended August

2, 2025

and August

3, 2024

have been

prepared from

the accounting

records of

The Cato

Corporation and

its wholly-owned

subsidiaries (the

“Company”), and

all amounts

shown are

unaudited.

In the

opinion of

management, all

adjustments considered

necessary for

a fair

statement of

the financial

statements have

been included.

All such

adjustments are

of a

normal, recurring

nature unless

otherwise

noted.

The results of the interim periods

may not be indicative of the results expected for the entire year.

The interim financial

statements should be read

in conjunction with

the consolidated financial statements

and

notes

thereto,

included

the

Company’s

Annual

Report

Form

10-K

for

the

fiscal

year

ended

February 1,

2025.

Amounts as

of February

1, 2025

have been

derived from the

audited annual

financial

statements, but

do not

include all

disclosures required by

accounting principles

generally accepted in

the

United States of America.

On February 16, 2024, the Company closed

on the sale of land held

for investment. The sale resulted in a

net

gain

3.2

million

and

included

Interest

and

other

income

the

accompanying

Condensed

Consolidated Statements of Income and Comprehensive Income

in the first quarter of fiscal 2024.

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

FOR THE THREE MONTHS AND SIX MONTHS ENDED

AUGUST 2, 2025 AND AUGUST 3,

2024

NOTE 2 - EARNINGS PER SHARE:

Accounting Standard Codification (“ASC”) 260 –

Earnings Per Share

requires dual presentation of basic and

diluted Earnings Per Share

(“EPS”) on the face of

all income statements for

all entities with complex

capital

structures.

The Company has presented one basic EPS and one diluted EPS amount for all common shares in

the accompanying

Condensed Consolidated

Statements of

Income and

Comprehensive Income.

While the

Company’s certificate

of incorporation

provides the

right for

the Board of

Directors to

declare dividends

Class

without

declaration

commensurate

dividends

Class

shares,

the

Company

has

historically paid the same dividends to both Class A and Class B shareholders and the

Board of Directors has

resolved to continue this practice.

Accordingly, the Company’s allocation of income for purposes of the EPS

computation is the same

for Class A and

Class B shares and

the EPS amounts reported

herein are applicable

to both Class A and Class B

shares.

Basic

EPS

computed

net

income

less

earnings

allocated

non-vested

equity

awards

divided

the

weighted average

number of

common shares

outstanding for

the period.

Diluted EPS

reflects the

potential

dilution

that

could

occur

from

common

issuable

through

stock

options

and

the

Employee

Stock

Purchase Plan, of which there were

none for the periods presented

below.

Three Months Ended

Six Months Ended

August 2, 2025

August 3, 2024

August 2, 2025

August 3, 2024

(Dollars in thousands, except per share data)

Numerator

Net earnings

6,832

10,141

11,069

Less: Earnings allocated to non-vested equity awards

(319)

(531)

(583)

Net earnings available to common stockholders

6,513

104

9,610

10,486

Denominator

Basic weighted average common shares outstanding

18,809,364

19,297,484

18,747,100

19,327,137

Diluted weighted average common shares outstanding

18,809,364

19,297,484

18,747,100

19,327,137

Net income per common share

Basic earnings per share

0.35

0.01

0.51

0.54

Diluted earnings per share

0.35

0.01

0.51

0.54

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

FOR THE THREE MONTHS AND SIX MONTHS ENDED

AUGUST 2, 2025 AND AUGUST 3,

2024

NOTE 3 – ACCUMULATED OTHER COMPREHENSIVE INCOME:

The

following

table

sets

forth

information

regarding

the

changes

Accumulated

other

comprehensive

income (in thousands) for the

three months ended August 2, 2025:

Changes in Accumulated Other

Comprehensive Income (a)

Unrealized Gains

and (Losses) on

Available-for-Sale

Securities

Beginning Balance at May 3, 2025

191

Other comprehensive income before

reclassification

Amounts reclassified from accumulated

other comprehensive income to net income

Net current-period other comprehensive income

Ending Balance at August 2, 2025

259

(a) All amounts are net-of-tax.

The

following

table

sets

forth

information

regarding

the

changes

Accumulated

other

comprehensive

income (in thousands) for the

six months ended August 2, 2025:

Changes in Accumulated Other

Comprehensive Income (a)

Unrealized Gains

and (Losses) on

Available-for-Sale

Securities

Beginning Balance at February 1, 2025

153

Other comprehensive income before

reclassification

140

Amounts reclassified from accumulated

other comprehensive income to net income (b)

(34)

Net current-period other comprehensive income

106

Ending Balance at August 2, 2025

259

(a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income.

(b) Includes $

impact of Accumulated other comprehensive income reclassifications into Interest and other

income for net realized gains on available-for-sale securities. The tax impact of this reclassification was

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

FOR THE THREE MONTHS AND SIX MONTHS ENDED

AUGUST 2, 2025 AND AUGUST 3,

2024

NOTE 3 – ACCUMULATED OTHER COMPREHENSIVE INCOME

(CONTINUED):

The

following

table

sets

forth

information

regarding

the

changes

Accumulated

other

comprehensive

income (in thousands) for the

three months ended August 3, 2024:

Changes in Accumulated Other

Comprehensive Income (a)

Unrealized Gains

and (Losses) on

Available-for-Sale

Securities

Beginning Balance at May 4, 2024

(353)

Other comprehensive income before

reclassification

776

Amounts reclassified from accumulated

other comprehensive income (b)

100

Net current-period other comprehensive income

676

Ending Balance at August 3, 2024

323

(a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income.

(b) Includes $

130

impact of Accumulated other comprehensive income reclassifications into Interest and other

income for net realized gains on available-for-sale securities. The tax impact of this reclassification was $

The

following

table

sets

forth

information

regarding

the

changes

Accumulated

other

comprehensive

income (in thousands) for the

six months ended August 3, 2024:

Changes in Accumulated Other

Comprehensive Income (a)

Unrealized Gains

and (Losses) on

Available-for-Sale

Securities

Beginning Balance at February 3, 2024

395

Other comprehensive income before

reclassification

714

Amounts reclassified from accumulated

other comprehensive income (b)

786

Net current-period other comprehensive loss

(72)

Ending Balance at August 3, 2024

323

(a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income.

(b) Includes

$1,022

impact of Accumulated other comprehensive income reclassifications into Interest and other

income for net realized gains on available-for-sale securities. The tax impact of this reclassification was $

236

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

FOR THE THREE MONTHS AND SIX MONTHS ENDED

AUGUST 2, 2025 AND AUGUST 3,

2024

NOTE 4 – FINANCING ARRANGEMENTS:

On March

13,

2025, the

Company, as

borrower, and

certain

other domestic

subsidiaries, as

borrowers

and

guarantors, entered

into a

Credit Agreement

(the “ABL

Credit Agreement”)

and related

loan documents,

and

among

the

Company,

certain

other

the

Company’s

domestic

subsidiaries,

and

Wells

Fargo

Bank,

National Association,

as the

lender (the

“Lender”), to

establish an

asset-based revolving

credit facility

(the

“ABL

Facility”)

amount

35.0

million.

The

proceeds

from

the

ABL

Facility

may

used

provide funding for ongoing working capital

and general corporate purposes.

The ABL Credit Agreement is committed through

May 2027

and is secured primarily by inventory and third-

party

credit

card

receivables.

There

were

borrowings

outstanding

and

the

availability

under

the

facility

was $

30.0

million before

giving effect

to a

3.0

million outstanding

letter of

credit that

reduced borrowing

availability to $

27.0

million as of August 2, 2025.

The weighted average interest rate under the credit facility

was

zero

at August 2, 2025 due to

outstanding borrowings.

NOTE 5 – REPORTABLE SEGMENT INFORMATION:

The

Company

has

determined

that

has

four

operating

segments,

defined

under

ASC

280

–

Segment

Reporting

, including Cato,

It’s Fashion, Versona

and Credit.

As outlined in

ASC 280-10, the Company

has

two

reportable segments: Retail and Credit.

The Company has aggregated its

three

retail operating segments,

including

e-commerce,

based

on the

aggregation

criteria

outlined in

ASC

280-10, which

states that

two

more operating segments may be aggregated into a single reportable segment if aggregation is consistent with

the

objective

and

basic

principles

ASC

280-10,

which

require

the

segments

have

similar

economic

characteristics, products, production processes, clients and

methods of distribution.

The

Company’s

retail

operating

segments

have

similar

economic

characteristics

and

similar

operating,

financial and

competitive risks.

The products

sold in each

retail operating

segment are

similar in

nature, as

they

all

offer

women’s

apparel,

shoes

and

accessories.

Merchandise

inventory

the

Company’s

retail

operating

segments

sourced

from

the

same

countries

and

some

the

same

vendors,

using

similar

production processes.

Merchandise for the Company’s retail operating segments is distributed to retail stores

similar

manner

through

the

Company’s

single

distribution

center

and

subsequently

distributed

customers in a

similar manner. The

Company operates

its

women’s

fashion

specialty

retail

stores

states as of August 2, 2025, principally in the southeastern United States.

The Company offers its own credit card to its

customers and all credit authorizations, payment processing

and collection

efforts are

performed by

a wholly-owned

subsidiary of

the Company.

The Company

does

not allocate certain corporate expenses to the Credit segment.

The Company’s

President and

Chief Executive Officer

is the

Company’s chief

operating decision

maker

(“CODM”).

The

structure described

above reflects

the

manner in

which

the

CODM regularly

assesses

information

for

decision-making

purposes,

including

the

allocation

resources.

The

Company

also

provides corporate

services, including

finance, information

technology,

and corporate

administration, to

its segments which are fully allocated to the retail segment. Interest and other income from assets held for

investment and

sale are

not included

in assessing

the segments’

performance and

therefore not

allocated

to either segment.

The

CODM

manages

and

evaluates

the

segments’

operating

performance

based

segment

sales,

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

FOR THE THREE MONTHS AND SIX MONTHS ENDED

AUGUST 2, 2025 AND AUGUST 3,

2024

expenses, and

profit or

loss from

operations before

income taxes

as presented

in the

Company’s

annual

budget and forecasting process,

as well as

monthly analyses of budget-to-actual

and prior year

variances.

Segment

expenses

and

other

items

primarily

include

cost

goods

sold,

selling,

general

and

administrative

expenses,

depreciation

and

interest

and

other

income.

Assessment

and

approval

all

capital

expenditures

are

determined

support

and

based

the

needs

the

retail

segment;

however,

the

CODM

does

not

evaluate

performance

allocate

resources

based

segment

asset

balances and, therefore, total segment assets are not presented in the

tables below.

The accounting

policies of

the segments

are the

same as

those described

in the

Summary of

Significant

Accounting Policies in Note 1 of the consolidated financial statements included in the Company’s Annual

Report

Form

10-K

for

the

fiscal

year

ended

February

2025.

The

Company

evaluates

segment

performance based on segment income before income taxes.

The following schedule summarizes certain segment

information (in thousands):

Three Months Ended

August 2, 2025

Retail

Credit

Total

Revenues

175,856

653

176,509

Cost of goods sold

111,467

Selling, general, and administrative (a)

40,130

414

40,544

Corporate overhead

16,827

Depreciation

2,525

Interest and other income

(89)

(288)

(377)

Segment income before income taxes

4,996

527

5,523

Corporate interest and other income

(1,016)

Income before income taxes

6,539

Capital expenditures

1,343

Six Months Ended

August 2, 2025

Retail

Credit

Total

Revenues

345,433

1,318

346,751

Cost of goods sold

220,784

Selling, general, and administrative (a)

79,289

801

80,090

Corporate overhead

32,606

Depreciation

5,089

Interest and other income

(192)

(592)

(784)

Segment income before income taxes

7,857

1,109

8,966

Corporate interest and other income

(1,810)

Income before income taxes

10,776

Capital expenditures

2,362

(a) Selling, general, and administrative expense

include corporate and store payroll, related payroll

taxes and

benefits, insurance, supplies, advertising, bank and credit

card processing fees.

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

FOR THE THREE MONTHS AND SIX MONTHS ENDED

AUGUST 2, 2025 AND AUGUST 3,

2024

NOTE 5 – REPORTABLE SEGMENT INFORMATION

(CONTINUED):

Three Months Ended

August 3, 2024

Retail

Credit

Total

Revenues

167,954

674

168,628

Cost of goods sold

109,122

Selling, general, and administrative (a)

40,946

416

41,362

Corporate overhead

16,819

Depreciation

2,328

2,329

Interest and other income

(97)

(284)

(381)

Segment income (loss) before income taxes

(1,164)

541

(623)

Corporate interest and other income

(1,361)

Income before income taxes

738

Capital expenditures

1,538

Six Months Ended

August 3, 2024

Retail

Credit

Total

Revenues

344,384

1,343

345,727

Cost of goods sold

221,627

Selling, general, and administrative (a)

81,915

823

82,738

Corporate overhead

32,195

Depreciation

4,368

4,369

Interest and other income

(188)

(518)

(706)

Segment income before income taxes

4,467

1,037

5,504

Corporate interest and other income

(6,857)

Income before income taxes

12,361

Capital expenditures

4,799

(a) Selling, general, and administrative expense

include corporate and store payroll, related payroll

taxes and

benefits, insurance, supplies, advertising, bank and credit

card processing fees.

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

FOR THE THREE MONTHS AND SIX MONTHS ENDED

AUGUST 2, 2025 AND AUGUST 3,

2024

NOTE 6 – STOCK-BASED COMPENSATION:

As of August

2, 2025, the

Company’s 2018 Incentive

Compensation Plan allows

for the granting

of various

forms of equity-based awards,

including restricted stock

and stock options for

grant to officers, directors

and

key employees.

The

following

table

presents

the

number

options

and

restricted

stock

initially

authorized

and

available for grant under this plan as

of August 2, 2025:

2018

Plan

Options and/or restricted stock initially authorized

4,725,000

Options and/or restricted stock available for grant

2,853,875

accordance

with

ASC

718

–

Compensation–Stock Compensation

the

fair

value

current

restricted

stock awards

is estimated

on the

date of

grant based

on the

market price

of the

Company’s

stock and

amortized to compensation expense on a straight-line basis

over the related vesting periods. As of

August

2, 2025

and February

1, 2025,

there was

5,548,000

and $

7,276,000

, respectively,

of total

unrecognized

compensation

expense

nonvested

restricted

stock

awards,

which

had

remaining

weighted-

average vesting period of

1.9

years for both periods. The total compensation expense during the three and

six

months

ended

August

2025

was

394,000

and

578,000

respectively,

compared

total

compensation

expense

872,000

and

806,000

for

the

three

and

six

months

ended

August

2024,

respectively.

This

compensation

activity

classified

component

Selling,

general

and

administrative expenses in the Condensed Consolidated Statements of Income.

The following summary

shows the changes

in the number

of shares of

unvested restricted stock

outstanding

during

the six months ended

August

2, 2025:

Weighted Average

Number of

Grant Date Fair

Value

Per Share

Restricted stock awards at February 1, 2025

1,215,181

8.98

Granted

Vested

(225,924)

12.89

Forfeited or expired

(68,274)

8.33

Restricted stock awards at August 2, 2025

920,983

8.07

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

FOR THE THREE MONTHS AND SIX MONTHS ENDED

AUGUST 2, 2025 AND AUGUST 3,

2024

NOTE 6 – STOCK BASED-COMPENSATION (CONTINUED):

The

Company’s

Employee

Stock

Purchase

Plan

allows

eligible

full-time

employees

purchase

limited

number of

of the

Company’s

Class

Common Stock

during each

semi-annual offering

period

% discount through payroll

deductions. During the six

months ended August 2,

2025 and August 3,

2024,

the

Company

sold

21,736

and

38,910

employees

average

discount

0.50

and

0.87

per

share, respectively, under

the Employee Stock

Purchase Plan. The

compensation expense recognized

for the

% discount

given under

the Employee

Stock Purchase

Plan was

SEC Form 10-Q filed by Cato Corporation