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CATO CORP

For the period ended Nov 1, 2025. Filed Nov 25, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Nov 1, 2025 · Filed Nov 25, 2025

CATO$2.29-0.4%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 2. RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, certain items

in the Company's unaudited Condensed

Consolidated Statements of Income (Loss) as

a percentage of total retail sales:

Total retail sales

100.0

%

100.0

%

100.0

%

100.0

%

Other revenue

1.1

1.1

1.1

1.0

Total revenues

101.1

101.1

101.1

101.0

Cost of goods sold (exclusive of

depreciation)

68.0

71.2

65.5

66.7

Selling, general and administrative

(exclusive of depreciation)

37.1

40.0

34.2

35.5

1.6

1.9

1.5

1.5

(1.4)

(1.8)

(1.0)

(2.1)

Income (loss) before income taxes

(4.1)

(10.2)

0.9

(0.5)

N

et income (loss)

(3.4)

(10.4)

1.0

(0.8)

RESULTS OF OPERATIONS

Management’s

Discussion

and

Analysis

of

Condition

and

Results

of

Operations

(“MD&A”)

is

intended

to

provide

to

assist

readers

in

better

understanding

and

evaluating

our

condition and results of

operations. We recommend reading this

MD&A in conjunction with

our Condensed

Consolidated Financial

Statements and

the Notes

to those

statements included in

the “Financial

Statements”

section of this Quarterly Report on

Form 10-Q, as well as our

2024 Annual Report on Form 10-K.

Recent Developments

Tariff

Pressures

A

quantity

of

our

are

made

in

China and

Southeast

Asia. The

from

these

countries are subject

to the newly

implemented reciprocal tariffs,

as well as

an additional Section

301 ad

valorem tariff on

Chinese products.

In the third quarter,

products from China were subject

to the Section

ad

valorem

tariffs

and

sourced

from

all

other

were

subject

to

reciprocal

tariffs.

During

the

quarter,

most

of

the

from

which

we

source

product,

excluding

China

and

India,

finalized

trade

deals

with

the

U.S.

The

additional

tariffs

range

from

10%

to

20%

for

those

countries.

India’s tariffs

increased to 50% from 10% in

the quarter.

Though China’s tariffs

remained at 30% during

the

quarter,

10,

they

were

reduced

to

20%.

These

tariffs

increased

our

costs

with

made

in

China

and

Southeast

Asia

in

the

third

quarter.

We

anticipate

that

our

product

acquisition

costs

for

the

remainder

of

the

fiscal

year

and

into

will

be

negatively impacted by these additional costs.

These cost

increases will

continue to

negatively impact

our results

of operations

and financial

unless we

are able

to

successfully mitigate

their effects

by increasing

retail pricing

without losing

sales

and/or sharing these

costs with

our vendors. Certain

product categories,

such as shoes

and handbags that

are predominately made in China, will be difficult to source in countries with lower

tariffs.

Comparison of the Three and Nine

Months ended November 1, 2025 with November

2, 2024

Total retail sales for the

third quarter were $153.7 million compared to

last year’s third quarter sales

of $144.6

million, a 6%

increase. The

Company’s sales increased

in the third

quarter of fiscal

2025 primarily due

to a

10% increase

in same-store

sales, partially

offset by

stores that

were closed

in the

past 12

months. For

the

nine

months

ended

1,

2025,

total

retail

sales

were

$496.8

million

to

last

comparable nine month sales

of $486.8 million, a

2% increase. The increase

in sales in the

first nine months

due primarily

to a

6% increase

in same-store

sales, offset

mainly by

the impact

of store

closures. Same-store

sales include

stores that

open more

than 15

months.

Stores that

relocated or

expanded are

also included

in the

same-store sales

calculation after

they have

been open

more

than 15 months.

The method of calculating same-store sales varies across the retail industry.

As a result, our

same-store sales calculation may not be comparable to similarly titled measures reported

by other companies.

E-commerce

sales

were

less

than

5%

of

total

sales

for

the

nine

months

ended

1,

and

are

included

in

the

same-store

sales

calculation.

Total

revenues,

comprised

of

retail

sales

and

other

revenue

(principally finance

charges and

late fees

on customer

accounts receivable

and layaway

fees), were

$155.4

million

and

$502.2

million

for

the

three

and

nine

months

ended

1,

2025,

to

$146.2

million

and

$491.9

million

for

the

three

and

nine

months

ended

2,

2024,

The

Company operated 1,101 stores at November 1, 2025 compared to 1,167 stores at the end of last fiscal year’s

third quarter.

For the first

nine months of

fiscal 2025, the

Company permanently closed

16 stores.

In total,

t

he Company currently expects to close

approximately 50 stores in fiscal 2025.

Other

revenue,

a

of

total

revenues,

was

$1.7

million

and

$5.3

million

for

the

three

and

nine

months ended November 1, 2025, respectively, compared to $1.5 million and $5.0 million for the prior

comparable three and nine month periods. Included in Other revenue is credit revenue of $0.7 million, which

represented

0.4%

of

total

revenues

in

the

third

quarter

of

fiscal

2025,

relatively

flat

both

in

dollars

and

percentage compared to fiscal 2024.

Credit revenue is comprised of interest earned on the Company’s private

label credit card

portfolio and related

fee income.

Related expenses principally

include payroll, postage

and

other administrative

expenses and

totaled

$0.4 million

in the

third

quarter of

fiscal

2025,

last

year’s third quarter expense of

$0.4 million.

Cost of

goods sold

was $104.5

million, or

68.0% of

retail sales

and $325.3 million,

or 65.5%

sales

for the three and

nine months ended November

1, 2025, respectively, compared

to $103.0 million, or

71.2%

of retail sales and $324.6 million, or 66.7% of retail sales for the comparable three and nine month periods of

fiscal 2024.

The overall

decrease in

cost of

goods sold

as a

percent of

retail sales

for the

and

versus the

comparable three

and nine

month periods

2024 resulted

primarily from lower

buying, distribution and

occupancy costs, partially

offset by increased

sales of marked

down goods.

Cost of goods sold includes merchandise costs (net of discounts and allowances), buying costs,

costs,

occupancy

costs,

freight

and

shrinkage.

Net

costs

and

in-bound

freight are capitalized as

inventory costs.

Buying and distribution costs

include payroll, payroll-related costs

and operating

expenses for

the

buying departments

and

distribution center.

Occupancy

costs

include rent,

real estate

taxes, insurance,

common area

maintenance, utilities

and maintenance

for stores

and distribution

facilities. Total gross

margin dollars (retail

sales less cost

of goods sold

exclusive of depreciation)

increased

by 18.0% to $49.2 million for the third quarter of fiscal 2025 and by 5.7% to $171.5 million for the first

nine

fiscal 2025,

$41.7 million

and $162.3

million for

the prior

year’s comparable

three

and nine months

of fiscal 2024,

Gross margin as

presented may not

be comparable to

those of

other entities.

Selling, general and administrative (“SG&A”) expenses primarily include corporate and store payroll, related

payroll taxes and

benefits, insurance, supplies,

advertising, and bank

and credit card

processing fees. SG&A

expenses were $57.0 million, or 37.1% of retail sales and $169.7 million, or 34.2% of retail sales

for the third

quarter and first nine months of fiscal 2025, respectively, compared to $57.9 million, or 40.0% of retail sales,

and

$172.8 million,

or 35.5%

sales

for the

prior

comparable three

and

nine month

periods,

The decrease in SG&A

expenses for the third

quarter and first nine

months of fiscal 2025

was

primarily due to lower corporate and

field payroll expense, as well as

lower insurance costs.

Depreciation expense was $2.4 million, or 1.6% of retail sales and $7.5 million, or

1.5% of retail sales for the

and first

2025, respectively,

$2.7 million,

or 1.9%

sales and $7.1 million, or 1.5% of retail sales for the comparable three and nine month periods of fiscal 2024,

Interest and other income was $2.2 million, or 1.4% of retail sales and $4.8 million, or 1.0% of retail sales

for

the three and nine months ended November 1, 2025, respectively, compared to $2.6 million, or 1.8% of retail

sales

and

$10.2

million,

or

2.1%

of

retail

sales

for

the

comparable

three

and

nine

month

periods

of

fiscal

2024,

The

for

the

first

nine

months

of

fiscal

to

fiscal

was

primarily due to a net gain on the sale of land held for

investment and the sale of equity securities recorded in

the first quarter of 2024, as well as a net gain on the disposal of the Company’s corporate aircraft recorded in

the third quarter of 2024.

Income tax

benefit was

$1.2 million

and $0.5

million for the

and first

nine months of fiscal

2025, respectively, compared to tax expense of $0.3 million and $1.6 million for the comparable three and

nine month periods of fiscal 2024,

The effective income tax

rate for the

first nine months of

fiscal

(11.9%)

(67.5%)

for

the

first

of

fiscal

The income

tax

benefit

in

fiscal

is

due

to

a

reduction

in

foreign

income

taxes

and

a

larger

release

of

related

to

expired

statute

of

limitations

for

tax

positions

to

the

prior

year.

On

July

4,

2025,

the

One

Big

Beautiful

Bill

Act

(the

“OBBBA”)

was

signed

into

law.

The

Company

considered the

impact of

the

OBBBA in

the second

quarter

The changes

do not

have a

material impact on the Company’s effective tax rate.

The Company continues to monitor impacts moving

forward.

LIQUIDITY, CAPITAL

RESOURCES

AND MARKET

RISK:

believes that

its cash,

cash equivalents

and short-term

investments, together

with cash

flows

from operations and its asset-backed revolving line of credit, will be adequate to fund the Company’s

regular

requirements

and

expected

capital

for

the

months

from

the

issuance

of

these

financial statements.

Cash

provided

by

during

the

first

nine

months

of

fiscal

was

$3.2

million

as

to

$13.3

million

used

in

the

first

nine

months

of

fiscal

The

increase

in

cash

provided

by

of

$16.5

million

for

the

first

nine

months

of

fiscal

as

to

the

first

nine

fiscal 2024

was primarily

attributable to

net income

for the

current fiscal

year compared

to a

net

loss for the prior fiscal year, the relative change in inventory from year-end to the third quarter for both years

and

a

non-operating

gain

on

sale

of

assets

held

for

in

the

first

quarter

of

fiscal

2024,

partially

offset by the relative change of

accounts payable from year-end to

the third quarter for both

years.

At

1,

2025,

the

Company

had

working

capital

of

$58.3

million

to

$34.9

million

at

February 1, 2025.

The increase in working capital was

primarily attributable to an increase in

cash and cash

equivalents and decreases in accrued expenses, current lease liability and accounts payable, partially offset by

a decrease in inventories.

On March

13,

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,

by

and

among

the

Company,

certain

other

of

the

domestic

subsidiaries,

and

Wells

Fargo

Bank,

National Association,

as the

lender (the

“Lender”), to

establish an

asset-based revolving

credit facility

(the

“ABL

Facility”)

in

an

amount

up

to

$35.0

The

proceeds

from

the

ABL

Facility

may

be

used

to

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

no

borrowings

and

the

under

the

facility

was $30.0

million before

giving effect

to a

$3.0 million

outstanding letter

of credit

that reduced

borrowing

to

$27.0 million

as of

1,

The

weighted average

interest rate

under the

credit

facility was zero at November 1, 2025

due to no outstanding borrowings.

Expenditures

for

property

and

equipment

totaled

$2.9

million

in

the

first

nine

months

of

fiscal

2025,

compared to $6.5 million in last fiscal year’s first nine months. The decrease in expenditures for property and

equipment

was

due

to

finishing

projects

related

to

investments

in

the

center

and

i

nformation technology

during fiscal

2024, as

well as

no new

store openings

in the

the

current fiscal

year. For

the full

year, the

Company expects

to invest

approximately $5.9

million

for capital expenditures.

Net cash used in investing activities was negligible for the first nine months

of fiscal 2025 compared to $21.5

million net cash provided

in the comparable

period of 2024.

The decrease in net

cash provided by investing

in

was

due

to

a

in

the

sales

of

short-term

investments

and

other

assets,

partially offset by lower capital

expenditures.

Net cash used

in financing activities

totaled $0.9 million

in the first

nine months of

fiscal 2025 compared

to

$12.6

million

used

in

the

comparable

period

of

fiscal

The

in

net

cash

used

in

financing

activities in fiscal

primarily due

to the elimination

of dividend

payments in

and lower

stock repurchases.

As of November

1, 2025, the Company

had 680,740 shares remaining

in open authorizations under

its share

repurchase program.

The Company does not use

derivative financial instruments.

The

portfolio

was

invested

in

bonds

and

taxable

governmental

debt

held

in

managed

accounts

with

underlying

ratings

of

A

or

better

at

1,

and

1,

The

state,

municipal

and

bonds

and

asset-backed

have

contractual

maturities which

range from

1.1 months

to 2.9

years. The

U.S. Treasury/Agencies

notes and

bonds have

a

contractual maturity of up to 3.5

months.

Additionally, at November 1, 2025, the

Company had deferred compensation plan assets

of $9.8 million.

At

1,

2025,

the

Company

had

deferred

plan

assets

of

$9.3

These

assets

are

within

Other

assets

in

the

Balance

Sheets.

See

Note

7,

Fair

Value

Measurements, included in Part 1, Item 1 Financial Statements (Unaudited) in this Quarterly Report on Form

0-Q.

RECENT ACCOUNTING PRONOUNCEMENTS:

See Note 8, Recent Accounting Pronouncements, included in Part 1, Item 1

Financial Statements

(

Unaudited) in this Quarterly Report on Form 10-Q.

QUANTITATIVE

AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK:

The

Company

is

subject

to

market

rate

risk

from

exposure

to

changes

in

interest

rates

based

on

its

financing, investing and

cash management activities,

but the Company

does not believe

such exposure is

material.

We carried out an evaluation, with the

participation of our Principal Executive Officer and

Principal Financial

Officer, of the effectiveness of

our disclosure controls and procedures as of November

1, 2025.

Based on this

evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of November 1,

2025, our

disclosure controls

and

procedures,

as defined

in

Rule

13a-15(e), under

the

Act of 1934 (the “Exchange

Act”), were effective to ensure that

information we are required to disclose

in the

reports

that

we

file

or

submit

under

the

Act

is

recorded,

processed,

summarized

and

reported

within the time periods

specified in the SEC’s

rules and forms and

that such information is

accumulated and

communicated to our management, including our Principal Executive Officer and Principal Financial Officer,

as appropriate to allow timely decisions

regarding required disclosure.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING:

No change in the Company’s internal control

over financial reporting (as defined in

Exchange Act Rule 13a-

15(f))

has

occurred

during

the

fiscal

quarter

ended

1,

that

has

affected, or is reasonably likely to

materially affect, the Company’s internal

control over financial reporting.

LEGAL PROCEEDINGS:

Not Applicable.

RISK FACTORS:

In addition to the other information

in this report, you should carefully

consider the factors discussed in

Part I,

“Item

1A.

Risk

Factors”

in

our

Annual

Report

on

Form

10-K

for

our

fiscal

year

ended

1,

These risks

could materially

affect our

business, financial

condition or

future results;

however, they

are not

the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem

to

be

immaterial

may

also

adversely

affect

our

or

results

of

operations.

UNREGISTERED SALES OF EQUITY SECURITIES

AND USE OF PROCEEDS:

The following table summarizes the Company’s purchases of its common stock for the three months

ended November 1, 2025:

ISSUER PURCHASES OF EQUITY SECURITIES

Total Number of

Maximum Number

Shares Purchased as

(or Approximate Dollar

Total Number

Average

Part of Publicly

Value) of

Shares that may

Fiscal

of Shares

Price Paid

Announced Plans or

Yet be Purchased Under

Period

Purchased

per Share (1)

Programs (2)

The Plans or Programs (2)

September 2025

$

October 2025

November 2025

Total

$

680,740

(1)

Prices include trading costs.

(2)

As of August 2, 2025, the Company’s

share repurchase program had 680,740 shares remaining in

open

authorizations.

During

the

third

quarter

ended

1,

2025,

the

Company

did

not

repurchase or

retire any

shares under

this program.

As of

Company had

680,740

shares

in

open

authorizations.

There

is

no

specified

expiration

date

for

the

Company’s repurchase program.

DEFAULTS

UPON SENIOR SECURITIES:

N

ot Applicable.

MINE SAFETY DISCLOSURES:

No matters requiring disclosure.

OTHER INFORMATION:

During

the

three

months

ended

1,

2025,

none

of

the

directors

or

officers

(as

defined

in

Rule 16a-1(f)

of

the

Securities Exchange

Act

of

1934,

as

amended)

adopted

or

terminated

a

“Rule

10b5-1

trading

arrangement”

or

a

“

non-Rule

10b5-1

trading

arrangement”

(as

such

terms

are

defined in Item 408 of Regulation S-K).

EXHIBITS:

Exhibit No.

Item

3.1

Registrant’s Amended and Restated Certificate of Incorporation, incorporated by

reference to Exhibit 3.1 to Form 10-Q of the Registrant for the quarter ended May

2, 2020.

3.2

Registrant’s Amended and Restated By-Laws, incorporated by reference to Exhibit

3.2 to Form 10-Q of the Registrant for the quarter ended May 2, 2020.

31.1*

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.

31.2*

Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.

32.1*

Section 1350 Certification of Principal Executive Officer.

32.2*

Section 1350 Certification of Principal Financial Officer.

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definitions Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104.1

Cover

Page Interactive

Data

File (Formatted

in

Inline

XBRL

and

contained in

the Interactive Data Files submitted as Exhibit 101.1*)

  • Submitted electronically herewith.

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, 2025

/s/ John P.

D. Cato

Date

John P.

D. Cato

Chairman, President and

Chief Executive Officer

November 25, 2025

/s/ Charles D. Knight

Date

Charles D. Knight

Executive Vice President

Chief Financial Officer

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