
Form 10-K ☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the fiscal year ended January 31, 2026or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934Commission File Number 1-31340The Cato Corporation Registrant Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☑ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.Yes☐No☑ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. Yes☑No☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant 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 tosubmit such files). Yes☑No☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer☐Accelerated filer☐Emerging Growth Company☐ Non-accelerated filer☑ If an emerginggrowth company,indicate by check mark if the registrant has elected not to use the extended transition period for Smaller reporting company☑ complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.☑If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes☐No☑The aggregate market value of the Registrant’s Class A Common Stock held by non-affiliates of the Registrant as of August 2, 2025, the last business day of the Company’s most recent second quarter, was $46,198,006 based on the last reported sale price per share on the New York StockExchange on that date.As of January 31, 2026, there were 17,976,854 shares of Class A common stock and 1,763,652 shares of Class B common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the proxy statement relating to the 2026 annual meeting of shareholders are incorporated by reference into Part III. THE CATO CORPORATION FORM 10-K TABLE OF CONTENTS PART IBusiness .......................................................................................................................... Item 1.5 – 10Item 1A.Risk Factors ....................................................................................................................10 – 23Item 1B.Unresolved Staff Comments...........................................................................................23Item 1C.Cybersecurity..................................................................................................................23Item 2.Properties ........................................................................................................................24Item 3.Legal Proceedings...........................................................................................................24Item 3A.Executive Officers of the Registrant...............................................................................25Item 4.Mine Safety Disclosures.................................................................................................25 PART IIMarket for Registrant’s Common Equity, Related Stockholder Matters and Issuer Item 5.Purchases of Equity Securities........................................................................................26 – 28Item 7.Management’s Discussion and Analysis of Financial Condition and Resultsof Operations ................................................................................................