Cato(CATO) - 2026 Q2 - Quarterly Report

PART I – FINANCIAL INFORMATION (UNAUDITED) Item 1. Financial Statements (Unaudited) This section presents the unaudited condensed consolidated financial statements, including statements of income, balance sheets, cash flows, and stockholders' equity, along with detailed notes explaining significant accounting policies, earnings per share, comprehensive income, financing arrangements, segment information, stock-based compensation, fair value measurements, recent accounting pronouncements, income taxes, commitments, revenue recognition, and leases for the periods ended August 2, 2025, and August 3, 2024 Condensed Consolidated Statements of Income and Comprehensive Income This section provides the condensed consolidated statements of income and comprehensive income, detailing revenues, expenses, net income, and earnings per share for the three and six months ended August 2, 2025, and August 3, 2024 Condensed Consolidated Statements of Income and Comprehensive Income (Dollars in thousands, except per share data): | Metric | Three Months Ended Aug 2, 2025 | Three Months Ended Aug 3, 2024 | Six Months Ended Aug 2, 2025 | Six Months Ended Aug 3, 2024 | |:---|---:|---:|---:|---:| | Total revenues | $176,509 | $168,628 | $346,751 | $345,727 | | 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 | $95 | $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 | $6,900 | $771 | $10,247 | $10,997 | - For the three months ended August 2, 2025, total revenues increased by 4.6% YoY to $176.5 million, and net income significantly increased from $95 thousand to $6.8 million, resulting in basic EPS of $0.35 compared to $0.01 in the prior year[8] - For the six months ended August 2, 2025, total revenues slightly increased by 0.3% YoY to $346.8 million, while net income decreased by 8.4% to $10.1 million, leading to a basic EPS of $0.51, down from $0.54 in the prior year[8] Condensed Consolidated Balance Sheets This section presents the condensed consolidated balance sheets, outlining assets, liabilities, and stockholders' equity as of August 2, 2025, and February 1, 2025 Condensed Consolidated Balance Sheets (Dollars in thousands): | Metric | August 2, 2025 | February 1, 2025 | |:---|---:|---:| | ASSETS | | | | 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 | | | | Total Current Liabilities | $175,347 | $188,239 | | Other noncurrent liabilities | $13,340 | $13,485 | | Lease liability | $76,018 | $88,341 | | Total Stockholders' Equity | $172,181 | $162,296 | | Total Liabilities and Stockholders' Equity | $436,886 | $452,361 | - Total assets decreased by 3.4% from $452.4 million at February 1, 2025, to $436.9 million at August 2, 2025, primarily driven by a reduction in Right-of-Use assets and Property and equipment – net[10] - Total current liabilities decreased by 6.8% from $188.2 million to $175.3 million, while total stockholders' equity increased by 6.1% from $162.3 million to $172.2 million over the same period[10] Condensed Consolidated Statements of Cash Flows This section details the condensed consolidated statements of cash flows, showing operating, investing, and financing activities for the six months ended August 2, 2025, and August 3, 2024 Condensed Consolidated Statements of Cash Flows (Six Months Ended, Dollars in thousands): | Metric | August 2, 2025 | August 3, 2024 | |:---|---:|---:| | Net cash provided by operating activities | $15,640 | $8,836 | | Net cash (used in) provided by investing activities | $(885) | $6,673 | | 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 end of period | $36,900 | $34,326 | - Net cash provided by operating activities increased by 77% to $15.6 million for the six months ended August 2, 2025, compared to $8.8 million in the prior year[11] - Net cash used in investing activities shifted from a $6.7 million inflow in 2024 to an $0.9 million outflow in 2025, primarily due to decreased sales of short-term investments and other assets[11] - Net cash used in financing activities significantly decreased by 89.7% to $0.9 million, mainly due to the elimination of dividend payments and lower stock repurchases in fiscal 2025[11] Condensed Consolidated Statements of Stockholders' Equity This section outlines changes in stockholders' equity, including net income, dividends, and share repurchases, for the six months ended August 2, 2025, and August 3, 2024 Changes in Total Stockholders' Equity (Dollars in thousands): | Metric | Six Months Ended Aug 2, 2025 | Six Months Ended Aug 3, 2024 | |:---|---:|---:| | Balance at Beginning of Period | $162,296 | $192,321 | | Net income | $10,141 | $11,069 | | Unrealized net gain (loss) on available-for-sale securities | $106 | $(72) | | Dividends paid | $0 | $(7,050) | | Repurchase and retirement of treasury shares | $(967) | $(2,237) | | Share-based compensation expense | $578 | $806 | | Balance at End of Period | $172,181 | $195,062 | - Total stockholders' equity increased from $162.3 million at February 1, 2025, to $172.2 million at August 2, 2025, primarily driven by net income and unrealized gains on available-for-sale securities, with no dividends paid[13] - In the comparable prior year period (six months ended August 3, 2024), stockholders' equity increased from $192.3 million to $195.1 million, impacted by dividend payments of $7.05 million and share repurchases of $2.24 million[15] Notes to Condensed Consolidated Financial Statements This section provides detailed notes explaining significant accounting policies, earnings per share, comprehensive income, financing arrangements, segment information, stock-based compensation, fair value measurements, recent accounting pronouncements, income taxes, commitments, revenue recognition, and leases NOTE 1 - GENERAL This note provides general information regarding the unaudited nature of the financial statements, interim results, and a significant gain from land sale in fiscal 2024 - The condensed consolidated financial statements are unaudited and include all necessary adjustments for a fair statement, which are generally normal and recurring[16] - Interim results may not be indicative of full-year results and should be read with the Company's Annual Report on Form 10-K for the fiscal year ended February 1, 2025[16][17] - A net gain of $3.2 million from the sale of land held for investment was recorded in Interest and other income in the first quarter of fiscal 2024[18] NOTE 2 - EARNINGS PER SHARE This note details the calculation of basic and diluted earnings per share for both Class A and Class B shares, which are presented equally - The Company presents dual basic and diluted EPS, which are the same for both Class A and Class B shares due to historical practice and Board resolution to pay equal dividends[19] - Basic EPS is calculated as net income less earnings allocated to non-vested equity awards, divided by the weighted average common shares outstanding[20] Earnings Per Share (Dollars in thousands, except per share data): | Metric | Three Months Ended Aug 2, 2025 | Three Months Ended Aug 3, 2024 | Six Months Ended Aug 2, 2025 | Six Months Ended Aug 3, 2024 | |:---|---:|---:|---:|---:| | Net earnings available to common stockholders | $6,513 | $104 | $9,610 | $10,486 | | 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 | | Basic earnings per share | $0.35 | $0.01 | $0.51 | $0.54 | | Diluted earnings per share | $0.35 | $0.01 | $0.51 | $0.54 | NOTE 3 – ACCUMULATED OTHER COMPREHENSIVE INCOME This note explains changes in accumulated other comprehensive income, including unrealized gains and reclassifications to net income Changes in Accumulated Other Comprehensive Income (in thousands, net-of-tax): | Period | Beginning Balance | Other Comprehensive Income before Reclassification | Reclassified to Net Income | Ending Balance | |:---|---:|---:|---:|---:| | Three Months Ended Aug 2, 2025 | $191 | $68 | $0 | $259 | | Six Months Ended Aug 2, 2025 | $153 | $140 | $(34) | $259 | | Three Months Ended Aug 3, 2024 | $(353) | $776 | $100 | $323 | | Six Months Ended Aug 3, 2024 | $395 | $714 | $786 | $323 | - For the six months ended August 2, 2025, Accumulated Other Comprehensive Income increased by $106 thousand, primarily from unrealized gains on available-for-sale securities, with $34 thousand reclassified to net income as realized gains[23] - In the comparable prior year period (six months ended August 3, 2024), there was a net current-period other comprehensive loss of $72 thousand, with $786 thousand reclassified to net income for realized gains on available-for-sale securities[25] NOTE 4 – FINANCING ARRANGEMENTS This note describes the Company's asset-based revolving credit facility and its current utilization for working capital and general corporate purposes - On March 13, 2025, the Company entered into an asset-based revolving credit facility (ABL Facility) of up to $35.0 million, committed through May 2027, for working capital and general corporate purposes[26] - As of August 2, 2025, there were no outstanding borrowings under the ABL Facility, with $27.0 million available after accounting for a $3.0 million outstanding letter of credit[27] NOTE 5 – REPORTABLE SEGMENT INFORMATION This note provides financial information for the Company's two reportable segments: Retail and Credit, detailing revenues, income, and capital expenditures - The Company has two reportable segments: Retail (aggregating Cato, It's Fashion, Versona, and e-commerce) and Credit, based on similar economic characteristics and operations[28][29] - The Chief Operating Decision Maker (CODM) evaluates segment performance based on sales, expenses, and profit or loss from operations before income taxes, with corporate services fully allocated to the retail segment[31][32][33][34] Segment Information (in thousands): | Metric | Three Months Ended Aug 2, 2025 | Three Months Ended Aug 3, 2024 | Six Months Ended Aug 2, 2025 | Six Months Ended Aug 3, 2024 | |:---|---:|---:|---:|---:| | Retail Segment: | | | | | | Revenues | $175,856 | $167,954 | $345,433 | $344,384 | | Segment income (loss) before income taxes | $4,996 | $(1,164) | $7,857 | $4,467 | | Capital expenditures | $1,343 | $1,538 | $2,362 | $4,799 | | Credit Segment: | | | | | | Revenues | $653 | $674 | $1,318 | $1,343 | | Segment income before income taxes | $527 | $541 | $1,109 | $1,037 | | Capital expenditures | $0 | $0 | $0 | $0 | | Total Income before income taxes | $6,539 | $738 | $10,776 | $12,361 | NOTE 6 – STOCK-BASED COMPENSATION This note details stock-based compensation expenses, available options, and unrecognized compensation for restricted stock awards - As of August 2, 2025, 2,853,875 options and/or restricted stock shares were available for grant under the 2018 Incentive Compensation Plan[37][38] - Total unrecognized compensation expense for nonvested restricted stock awards was $5.5 million at August 2, 2025, with a weighted-average vesting period of 1.9 years[38] Stock-Based Compensation Expense (in thousands): | Period | Three Months Ended Aug 2, 2025 | Three Months Ended Aug 3, 2024 | Six Months Ended Aug 2, 2025 | Six Months Ended Aug 3, 2024 | |:---|---:|---:|---:|---:| | Restricted Stock Awards | $394 | $872 | $578 | $806 | | Employee Stock Purchase Plan | N/A | N/A | $11 | $34 | | Total Compensation Expense | $394 | $872 | $589 | $840 | - The Employee Stock Purchase Plan allows eligible employees to purchase Class A Common Stock at a 15% discount, with 21,736 shares sold in the first six months of fiscal 2025[40] NOTE 7 – FAIR VALUE MEASUREMENTS This note describes the fair value measurements of financial assets and liabilities, including investment portfolio composition and valuation methodologies - The Company's investment portfolio primarily consists of corporate bonds and taxable governmental debt securities with ratings of A or better, held in managed accounts[44] Fair Value Measurements of Financial Assets and Liabilities (in thousands) as of August 2, 2025: | Description | Total Fair Value | Level 1 | Level 2 | Level 3 | |:---|---:|---:|---:|---:| | Assets: | | | | | | State/Municipal Bonds | $337 | $- | $337 | $- | | Corporate Bonds | $52,946 | $- | $52,946 | $- | | U.S. Treasury/Agencies Notes and Bonds | $2,035 | $- | $2,035 | $- | | Cash Surrender Value of Life Insurance | $9,485 | $- | $- | $9,485 | | Commercial Paper | $1,232 | $- | $1,232 | $- | | Total Assets | $66,035 | $- | $56,550 | $9,485 | | Liabilities: | | | | | | Deferred Compensation | $(8,358) | $- | $- | $(8,358) | | Total Liabilities | $(8,358) | $- | $- | $(8,358) | - Level 2 investment securities, such as corporate and municipal bonds, are valued using observable market information from third-party pricing services[46] - Level 3 assets and liabilities, including cash surrender value of life insurance and deferred compensation, are valued based on cash surrender value and underlying insurance funds' net asset values, respectively[47] NOTE 8 – RECENT ACCOUNTING PRONOUNCEMENTS This note outlines recent FASB ASUs on income taxes and expense disaggregation disclosures, and the Company's evaluation of their potential impact - The FASB issued ASU 2023-09 (Income Taxes) in December 2023, effective for fiscal years beginning after December 15, 2024, requiring disaggregated income tax disclosures[50] - The FASB issued ASU 2024-03 (Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures) in November 2024, effective for annual periods beginning after December 15, 2026, requiring disaggregated expense information[51] - The Company is currently evaluating the potential impact of both new ASUs on its consolidated financial statements and related disclosures[50][51] NOTE 9 – INCOME TAXES This note details the effective income tax rates and expenses, explaining the factors contributing to changes in tax expense Income Tax Rates and Expense (Six Months Ended): | Metric | August 2, 2025 | August 3, 2024 | |:---|---:|---:| | Effective tax rate | 5.9% | 10.5% | | Income tax expense (in millions) | $0.6 | $1.3 | - The decrease in tax expense in fiscal 2025 is primarily due to reductions in foreign income taxes and a favorable adjustment to the federal net operating loss carryback claim under the CARES Act, partially offset by increased state income taxes[52] - The One Big Beautiful Bill Act (OBBBA), signed on July 4, 2025, is not expected to have a material impact on the Company's effective tax rate[53] NOTE 10 – COMMITMENTS AND CONTINGENCIES This note discusses the Company's routine involvement in litigation and management's assessment of potential material adverse effects on financial statements - The Company is routinely involved in litigation incidental to its business, including merchandise, intellectual property, premises liability, and employment matters[54] - Management does not believe that any reasonably possible losses from current pending litigation will have a material adverse effect on the condensed consolidated financial statements[55] - However, an adverse outcome in one or more matters could materially affect the Company's financial condition, results of operations, and cash flows in any particular reporting period[55][56] NOTE 11 – REVENUE RECOGNITION This note explains the Company's revenue recognition policies for sales, e-commerce, gift cards, and layaway, along with proprietary credit card receivables and gift card liabilities - Sales are recognized at the point of purchase when the customer takes possession of merchandise, including cash, credit, gift card, and layaway sales[57] - E-commerce sales are recorded when the risk of loss transfers to the customer, and gift cards/layaway transactions are recorded as deferred revenue until redemption or possession[57] Proprietary Credit Card Receivables and Gift Card Liability (in thousands): | Metric | August 2, 2025 | February 1, 2025 | |:---|---:|---:| | Proprietary Credit Card Receivables, net | $10,816 | $10,848 | | Gift Card Liability | $5,671 | $7,541 | - Customer credit losses were estimated at $442 thousand for the six months ended August 2, 2025, an increase from $338 thousand in the prior year[58] NOTE 12 – LEASES This note provides details on the Company's operating leases, including lease costs, weighted-average terms, discount rates, and present value of lease liabilities - The Company has operating leases for stores, offices, warehouse space, and equipment, with remaining terms ranging from one to ten years, including extension and termination options[60] Lease Costs (in thousands): | Metric | Three Months Ended Aug 2, 2025 | Three Months Ended Aug 3, 2024 | Six Months Ended Aug 2, 2025 | Six Months Ended Aug 3, 2024 | |:---|---:|---:|---:|---:| | Operating lease cost | $16,496 | $16,808 | $33,084 | $33,810 | | Variable lease cost | $420 | $463 | $858 | $960 | Operating Lease Metrics: | Metric | As of Aug 2, 2025 | As of Aug 3, 2024 | |:---|---:|---:| | Weighted-average remaining lease term | 2.1 years | 1.8 years | | Weighted-average discount rate | 5.92% | 4.74% | | Present value of lease liabilities (in thousands) | $129,895 | N/A | - Cash paid for amounts included in the measurement of lease liabilities was $29.4 million for the six months ended August 2, 2025, down from $31.1 million in the prior year[64] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the Company's financial condition and results of operations, including forward-looking statements, critical accounting policies, a detailed analysis of operating results, and a discussion of liquidity, capital resources, and market risk. It highlights recent developments such as tariff and pricing pressures, sales performance, cost of goods sold, SG&A expenses, and cash flow changes FORWARD-LOOKING INFORMATION This section highlights forward-looking statements regarding future financial performance and operations, noting potential material differences due to various risks - The report contains forward-looking statements regarding future financial performance, operations, capital expenditures, store development, and potential impacts of economic conditions and public health threats[66] - Actual results may differ materially due to various risks, including consumer confidence, regulatory changes, competitive factors, fashion trends, store performance, and supply chain disruptions[66] - The Company expressly declines any obligation to update forward-looking information[66] CRITICAL ACCOUNTING POLICIES AND ESTIMATES This section outlines key accounting estimates requiring significant management judgment, such as asset impairment, income tax valuation, and self-insured liabilities - Key accounting estimates include potential asset impairment, income tax valuation allowances, self-insured liabilities (health, workers' comp, general/auto insurance), uncertain tax positions, allowance for customer credit losses, and inventory shrinkage[67] - These estimates require significant management judgment, and actual results may differ materially from assumptions[67] - Critical accounting policies and estimates are discussed with the Audit Committee[68] RESULTS OF OPERATIONS This section analyzes the Company's operating results, including tariff impacts, sales performance, cost of goods sold, SG&A expenses, and effective income tax rates - The Company faces tariff pressures on products from China and Southeast Asia, with reciprocal tariffs increasing up to 100% for non-China products, expected to impact product acquisition costs in the latter half of fiscal 2025[71] - Mitigating tariff effects through retail pricing increases may be challenging due to potential customer caution in discretionary spending[72][73] Key Operating Metrics (as a percentage of total retail sales): | Metric | Three Months Ended Aug 2, 2025 | Three Months Ended Aug 3, 2024 | Six Months Ended Aug 2, 2025 | Six Months Ended Aug 3, 2024 | |:---|---:|---:|---:|---:| | Total retail sales | 100.0% | 100.0% | 100.0% | 100.0% | | Total revenues | 101.1% | 101.0% | 101.1% | 101.0% | | Cost of goods sold (exclusive of depreciation) | 63.8% | 65.4% | 64.4% | 64.8% | | Selling, general and administrative (exclusive of depreciation) | 32.8% | 34.9% | 32.8% | 33.6% | | Depreciation | 1.4% | 1.4% | 1.5% | 1.3% | | Interest and other income | (0.8)% | (1.0)% | (0.8)% | (2.2)% | | Income before income taxes | 3.7% | 0.4% | 3.1% | 3.6% | | Net income | 3.9% | 0.1% | 3.0% | 3.2% | - Total retail sales for the second quarter increased by 5% to $174.7 million, driven by a 9% increase in same-store sales, partially offset by store closures. For the six months, sales increased by 0.3% to $343.1 million, with a 4% increase in same-store sales[74] - Cost of goods sold as a percentage of retail sales decreased for both the three and six months ended August 2, 2025, primarily due to lower buying and distribution costs, despite increased sales of marked-down goods[77] - SG&A expenses decreased for both periods, mainly due to lower corporate and field payroll, and reduced insurance costs, partially offset by increases in advertising and general corporate costs[78] - Interest and other income decreased for the six months ended August 2, 2025, primarily due to a $3.2 million net gain on the sale of land and equity securities recorded in the first quarter of 2024[80][81] - The effective income tax rate for the first six months of fiscal 2025 was 5.9%, down from 10.5% in fiscal 2024, due to reductions in foreign income taxes and a favorable adjustment from the CARES Act[82] LIQUIDITY, CAPITAL RESOURCES AND MARKET RISK This section discusses the Company's liquidity, capital resources, and market risk, including cash flow, working capital, capital expenditures, and share repurchase programs - The Company expects its cash, cash equivalents, short-term investments, cash flows from operations, and asset-backed revolving line of credit to be sufficient for operating requirements and capital expenditures for the next 12 months[83] - Cash provided by operating activities increased by $6.8 million to $15.6 million for the first six months of fiscal 2025, primarily due to changes in inventory and a non-operating gain in the prior year[84] - Working capital increased from $34.9 million at February 1, 2025, to $50.5 million at August 2, 2025, driven by increased cash and decreased liabilities[85] - Capital expenditures for the first six months of fiscal 2025 decreased to $2.4 million from $4.8 million in the prior year, mainly due to the completion of distribution center and IT projects and no new store openings[88][89] - Net cash used in financing activities decreased significantly to $0.9 million in fiscal 2025, primarily due to the elimination of dividend payments and lower stock repurchases[91] - The Company had 680,740 shares remaining in open authorizations under its share repurchase program as of August 2, 2025[91] RECENT ACCOUNTING PRONOUNCEMENTS This section refers to Note 8 for details on recent FASB ASUs and their potential impact on financial statements - This section cross-references to Note 8, Recent Accounting Pronouncements, for details on new FASB ASUs[94] Item 3. Quantitative and Qualitative Disclosures About Market Risk The Company is exposed to market rate risk from changes in interest rates related to its financing, investing, and cash management activities, but management does not consider this exposure to be material - The Company is subject to market rate risk from exposure to changes in interest rates[95] - Management does not believe such interest rate exposure is material[95] Item 4. Controls and Procedures The Company's Principal Executive Officer and Principal Financial Officer concluded that disclosure controls and procedures were effective as of August 2, 2025, ensuring timely and accurate reporting. There were no material changes to internal control over financial reporting during the quarter - As of August 2, 2025, the Principal Executive Officer and Principal Financial Officer concluded that the Company's disclosure controls and procedures were effective[96] - No material changes in internal control over financial reporting occurred during the fiscal quarter ended August 2, 2025[97] CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING This section confirms that no material changes occurred in the Company's internal control over financial reporting during the fiscal quarter ended August 2, 2025 - No change in the Company's internal control over financial reporting has occurred during the fiscal quarter ended August 2, 2025, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting[97] PART II – OTHER INFORMATION Item 1. Legal Proceedings This section states that there are no legal proceedings requiring disclosure in this report - No legal proceedings requiring disclosure are applicable[98] Item 1A. Risk Factors This section advises readers to consider the risk factors discussed in the Company's Annual Report on Form 10-K for the fiscal year ended February 1, 2025, as these risks could materially affect the business, financial condition, or future results - Readers should carefully consider the risk factors discussed in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended February 1, 2025[99] - These risks, along with additional unknown or immaterial risks, could materially adversely affect the business, financial condition, or results of operations[99] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section summarizes the Company's common stock repurchases for the three months ended August 2, 2025, indicating that 22,679 shares were repurchased and retired, with 680,740 shares remaining in open authorizations Issuer Purchases of Equity Securities (Three Months Ended August 2, 2025): | Fiscal Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares that may Yet be Purchased Under The Plans or Programs | |:---|---:|---:|---:|---:| | May 2025 | - | $- | - | | | June 2025 | 22,679 | $2.64 | 22,679 | | | July 2025 | - | $- | - | | | Total | 22,679 | $2.64 | 22,679 | 680,740 | - During the second quarter ended August 2, 2025, the Company repurchased and retired 22,679 shares for approximately $59,911 at an average market price of $2.64 per share[100] - As of August 2, 2025, 680,740 shares remained in open authorizations under the Company's share repurchase program, which has no specified expiration date[100] Item 3. Defaults Upon Senior Securities This section indicates that there are no defaults upon senior securities to report - No defaults upon senior securities are applicable[101] Item 4. Mine Safety Disclosures This section states that there are no matters requiring disclosure related to mine safety - No matters requiring disclosure related to mine safety[102] Item 5. Other Information During the three months ended August 2, 2025, none of the Company's directors or officers adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement - No directors or officers adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended August 2, 2025[103] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including the Company's Certificate of Incorporation, By-Laws, various certifications (Rule 13a-14(a)/15d-14(a), Section 1350), and Inline XBRL documents - Exhibits include the Registrant's Amended and Restated Certificate of Incorporation and By-Laws[104] - Certifications from the Principal Executive Officer and Principal Financial Officer (Rule 13a-14(a)/15d-14(a) and Section 1350) are submitted electronically[104] - Inline XBRL documents for the instance, schema, calculation, definitions, label, and presentation linkbases are also included[104] Signatures This section contains the duly authorized signatures of The Cato Corporation's Chairman, President, and Chief Executive Officer, John P. D. Cato, and Executive Vice President, Chief Financial Officer, Charles D. Knight, dated August 28, 2025, certifying the report - The report is signed by John P. D. Cato, Chairman, President and Chief Executive Officer, and Charles D. Knight, Executive Vice President, Chief Financial Officer[108] - The signatures are dated August 28, 2025[108]