What changed in this filing

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Item 1A. Risk Factors

2025-03-31 compared with 2024-03-27 · 588 added, 533 removed, 466 unchanged (71% of the section changed)

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Risks Relating to Our Business:

Continued high interest rates and inflationary conditions have and

may continue to adversely

impact our customers’ discretionary income or willingness to purchase

discretionary items, which

may adversely affect our business, margins, results of operations and financial

Continued high interest rates have adversely affected our customers’ discretionary income, in part due

interest costs

associated with

credit accounts

including revolving

credit accounts,

mortgage loans and other credit accounts.

In addition, the increased payments due to

higher interest rates

customers from

purchasing discretionary

inflationary pressures

customers’ willingness

apparel, shoe

prices associated

with non-discretionary

items, including

costs increase

discretionary

spending on our products could

erode our sales volume and

adversely affect our results

of operations and

financial condition.

Because we source a significant portion of our merchandise directly

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costs or other problems

affecting the Company’s merchandise supply chain;

the risks of conducting international

operations and risks that affect the prevailing social, economic, political, public health

conditions in the areas from which we source merchandise have

and could continue to materially

and adversely affect the Company’s business, results of operations and financial condition.

A significant amount of our merchandise is manufactured overseas, principally in Southeast Asia.

sustained drought

affecting the Company’s merchandise supply chain, risks associated with trade policies, including

costs and uncertainties as the result of actual or threatened tariffs, the risks of conducting

international operations and risks that affect the prevailing social, economic, political,

health and other conditions in the areas from which we source

These risks have and

could continue to materially and adversely affect the Company’s business, results of operations

and financial condition.

manufacturing

manufacturers

issues related

causing longer

transit times

the number of containers on a vessel due to vessel draft restrictions.

also face disruptions from issues

vessels transiting the

Suez Canal and

Red Sea, which

are being forced

distance around the

the hostilities in

the Middle East.

These continued issues

may continue to

ocean freight costs,

delay merchandise deliveries,

and impact our

ability to access the already limited supply of

ocean container shipping capacity that we require.

restrictions.

disruptions from

issues related

transiting the

much longer distance around

Good Hope due

to the hostilities

in the Middle

capacity that

Additionally,

to additional

costs related

increased facility fees,

fuel, peak surcharg

other additional charges

which may increase our costs.

also are subject to domestic supply chain disruptions, including lack of

transportation

incoming container

yard capacity

that impact our domestic

supply chain.

These supply chain risks

have and may continue

higher costs to transport our merchandise and delayed merchandise arrivals to our stores, which adversely

affect our ability to sell this merchandise and increase markdowns of it.

available drayage

from the ports and

other conditions that impact our

domestic supply chain.

These supply chain

merchandise and

arrivals to our

stores, which adversely affect

our ability to

sell this merchandise

and increase markdowns

directly import

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Further, our third-party

dependent on materials

primarily sourced from China.

we are subject

to numerous risks

can cause significant delays or interruptions in the supply of our merchandise

or increase our costs.

requirements for imported

merchandise, or the

imposition of, or

changes in, laws,

regulations or changes

quotas, tariffs,

governmental policies

these matters

prohibitions,

requirements enacted in

the future may

further increase our

costs associated with

sourcing products from

products from other regions may be limited or result in increased sourcing

Our costs are

also affected by currency

fluctuations, and changes in

the value of the

dollar relative to

foreign currencies have impacted and may continue to impact our cost of goods sold.

can materially

and adversely affect

of operations.

increased energy

and transportation

us significant

cost increases

future adverse

cause additional

cost increases

or interruptions

of newly implemented

Chinese products.

cause significant

interruptions in

merchandise or

These risks include political unrest,

labor disputes, terrorism, war,

public health threats, including but

communicable diseases

pandemics), financial

instability or

disruption of

affecting our

supply chain,

be significant.

we are subject to

increased costs or potential disruptions

impacting any port or

trade route through which

increased costs

and delays if

forced to route

freight through

merchandise from

other countries

domestic vendors

those goods may be more expensive or of a different or inferior quality from the ones we

The operation of our sourcing offices in Asia presents increased operational and

established our

to successfully oversee merchandise production to ensure

that product is produced on time and

specifications,

condition could be materially and adversely affected.

In addition, the current business environment, including geopolitical issues, make operating in

operational risks

increasing our

business in other countries.

foreign operational risks,

and international regulations

and compliance risks, as

risks, as well as regulations and regulatory enforcement priorities, which could result in increased costs or

operations and financial condition.”

regulations or

duties, quotas, tariffs,

governmental policies regarding

prohibitions,

have resulted

Any new sanctions, tariffs and reporting requirements enacted in the future may further

increase our costs

these products

sourcing costs.

If we are unable to

pass these increased sourcing costs onto our vendors or

our customers,

it may adversely impact our results of operations.

Any actual or perceived deterioration in the conditions that drive

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apparel and accessories and our results of operations.

Consumer spending habits, including spending for our apparel

and accessories, are affected by, among

other things, prevailing social, economic,

political and public health conditions

and uncertainties (such as

matters under debate in the U.S.

time regarding budgetary, spending and

tax policies), levels

Any perception that these conditions may be worsening or continuing to trend negatively may

significantly

consumer spending

things, prevailing

social, economic,

political and

public health

conditions and

uncertainties

discretionary items, such

merchandise, or

cheaper alternatives to

our merchandise,

of which may also

adversely affect our

net sales and

results of operations.

In addition, numerous events,

whether or not related to

actual economic conditions, such as downturns

in the stock markets, acts

or terrorism, political unrest

or natural disasters, outbreaks of

disease or similar events,

may also dampen

consumer confidence,

and accordingly,

reduced consumer

have a material adverse effect on our business, results of operations and financial

employment, fuel,

affecting any of these conditions.

Any perception that these conditions may be worsening or continuing to

trend negatively

may significantly

these drivers

spending habits.

perceptions of

these conditions

uncertainties regarding

generally cause

discretionary

merchandise, all

adversely affect

of operations.

numerous events,

economic conditions,

consumer spending.

adverse effect

business, results

operations and financial condition.

Continued high interest rates have and may continue to adversely

impact our customers’

discretionary income or willingness to purchase discretionary items, which

may adversely affect

our business, margins, results of operations and financial condition.

Continued high interest rates have adversely affected our customers’ discretionary income, in part due

interest costs

associated with

credit accounts

including revolving

credit accounts,

mortgage loans and other credit accounts.

addition, the increased payments due to higher

interest rates,

non-discretionary

shelter reduce

our customers’

discretionary income

willingness to

purchase discretionary items

such as apparel, shoes or jewelry products.

Any reduction in our customers’ discretionary

spending on our

Increased product costs, freight costs, wage increases and operating

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store, distribution

levels, as well

more difficult to

hire new associates

and retain existing associates.

making it more

associates and

retain existing associates.

pressures on labor and raw materials

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disposable income, sentiment or financial outlook.

Moreover, the persistence or worsening of inflationary

the persistence or worsening of inflationary

discretionary

sales volume and adversely affect our results of operations and financial condition.

non-performance

transactional

counterparties

could adversely affect our business, financial condition or results of operations.

involving limited

non-performance or

financial institutions,

transactional counterparties

the financial

liquidity problems that

could adversely affect

our transactional counterparties,

merchandise vendors

landlords, our

payment processors

including credit

card and checks, our transportation vendors and other vendors that provide services and supplies to us, are

arrangements with

institution, such

parties’ ability

pay their obligations could be adversely affected.

If this occurred we could be

adversely impacted by not

products to our distribution center or

our stores in a timely

manner or at all, or

by not being able to

services from

third parties

These impacts

may adversely

financial condition,

developments affecting the financial services or related perceptions may negatively

impact our customers’

discretionary income or

our customers’

willingness to purchase

apparel, shoes or

jewelry products.

discretionary

adversely affect our results of operations and financial condition.

The operation of our sourcing offices in Asia presents increased operational and

In October 2014, we established our own sourcing offices in Asia.

If our sourcing offices are unable to

successfully oversee

merchandise production

specifications,

condition could be materially and adversely affected.

In addition, the current business environment, including geopolitical issues, make operating in

operational risks

increasing our

business in other countries.

Further, the activities conducted by

our sourcing offices outside the

United States subject us to foreign

international

risks, as well as regulations and regulatory enforcement priorities, which could result in increased costs or

operations and financial condition.

Extreme weather, natural disasters, impacts of climate change, public health threats or similar

events have and may continue to adversely affect our sales or operations from time

threats or similar

events can influence

customer trends and

shopping habits.

For example, heavy rainfall

similar events

can influence

customer trends

example, heavy

or other extreme weather conditions, including but

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profitability.

Our business is also susceptible to unseasonable weather conditions.

For example, extended

Our business is

also susceptible to

unseasonable weather conditions.

example, extended

periods of unseasonably

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cool weather during

our inventory incompatible

with those unseasonable

our inventory

incompatible with

those unseasonable

prolonged unseasonable

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impacting our workforce.

substantially

certain commodities

manufacture of

environmental concerns, which could

increase our costs.

Furthermore, any failure of

or perceived failure

potential future

climate change

regulatory requirements

including stakeholder

expectations regarding the environment, could adversely affect our reputation and

results of operations.

reputational risks.

The potential cost of compliance with any future regulations may substantially increase

For example, the

use of certain commodities in

the manufacture of our products

and energy we

environmental

concerns, which could increase our costs.

Furthermore, any failure of or perceived failure by us to comply

requirements,

regarding the environment, could adversely affect our reputation and results of operations.

Our ability to attract consumers and grow our revenues is dependent

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on the location

of our stores in

shopping centers and malls

consumers and

potential consumers

of our stores

in shopping centers

and malls where

been substantially dependent on our ability to secure space for and open new stores in attractive locations.

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stores, changes

preference for online versus in-person shopping.

advantage of consumer traffic and the

preference for online

versus in-person shopping.

take advantage of

consumer traffic and

competition for suitable

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hire and train

appropriate store personnel.

In addition, our

continued expansion into

new regions of

appropriate store

addition, our

continued expansion

merchandising as we enter these new markets.

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our business, results of operations and financial condition.

If we are unable to anticipate, identify and respond to rapidly changing

fashion trends and

customer demands in a timely manner, our business and results of operations could materially

consistently anticipate, design and respond to changing merchandise trends and consumer preferences in a

adversely affect our business, results

of operations and our image with our

If we miscalculate

our merchandise

customers’ tastes or

purchasing habits, we

may be required

to sell a significant amount of inventory at below-average markups over

cost, or below cost, which would

adversely affect our margins and results of operations.

The inability of third-party vendors to produce goods on time and to

the Company’s specification

the Company’s specifications

may adversely affect the Company’s business, results of operations and financial condition.

numerous risks that

our vendors will

fail to perform

as we expect.

For example, the

deterioration in any

vendors’ financial

condition, their

ship merchandise

timely manner

our specifications,

vendor guidelines

with applicable

numerous risks that our vendors will fail to perform as we expect.

For example, the deterioration in any of

vendors’ financial condition,

their failure to

ship merchandise in

a timely manner

specifications,

environmental

operational, quality,

competitive, reputational and

competitive, reputational

replace the merchandise we currently

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as regulations and

regulatory enforcement priorities, which

regulatory enforcement priorities,

result in increased costs or liabilities,

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business, results of operations and financial condition.”

If we are unable to anticipate, identify and respond to rapidly changing

fashion trends and

customer demands in a timely manner, our business and results of operations could materially

consistently anticipate, design and respond to changing merchandise trends and consumer preferences in a

adversely affect our

business, results of

operations and our

image with our

our merchandise

customers’ tastes or

purchasing habits, we

may be required

to sell a significant amount of inventory at below-average markups over

cost, or below cost, which would

adversely affect our margins and results of operations.

Existing and increased competition in the women’s retail apparel industry may negatively impact

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than we have.

competitors offer

promotions and

selling prices.

competitors are expanding into

markets in which we

have a significant market

competitors are

expanding into markets

significant market presence.

In addition, our

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operations and financial condition.

Fluctuations in the price, availability and quality of inventory have and

may continue to result in

higher cost of goods, which the Company may not be able to pass on

to its customers.

and availability

materials may

regulation, tariffs,

fluctuations,

Additionally,

manufacturers

manufacturing

transportation,

merchandise costs to the Company.

Due to the Company’s

limited flexibility in price point, the

effect on our margins, results of operations and financial condition.

Our inability to effectively manage inventory has impacted and may continue

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and persistent

confirmed by sales.

accurately predict customers’

preferences for our

fashion items,

we may have too

accurately predict

customers’ preferences

items, we may have too

much inventory, which

may cause excessive markdowns.

are unable to accurately

predict demand

merchandise, we may

with inventory shortages,

missed sales.

Failure to attract, train, and retain skilled personnel could adversely affect our business

are unable to

margin and results of operations.

Adverse developments affecting the financial services industry or events or concerns

liquidity, defaults or non-performance by financial institutions or transactional counterparties

could adversely affect our business, financial condition or results of operations.

involving limited

non-performance or

financial institutions,

transactional counterparties

the financial

liquidity problems

could adversely

our transactional

counterparties, such

merchandise vendors

landlords, our

payment processors

including credit

card and checks, our transportation vendors and other vendors that provide services and supplies to us, are

arrangements with

institution, such

parties’ ability

pay their obligations

could be adversely

occurred we could

be adversely impacted

products to our distribution center or

our stores in a timely

manner or at all, or

by not being able to

may adversely

financial condition,

retailers, we

experience significant

associate turnover rates,

particularly among store

associates and

attracting and

retaining skilled

personnel has

become increasingly

challenging in

persisted since

COVID-19 pandemic.

store growth,

continually attract,

sales associates and managers would increase our recruiting and training costs, as well as possibly cause a

developments affecting

financial services

related perceptions

may negatively

discretionary

our customers’

discretionary spending

products could

volume and adversely affect our results of operations and financial condition.

The competitive hiring environment and our failure to attract, train,

and retain skilled personnel

has and could continue to adversely affect our business and our financial condition.

retailers, we experience

significant associate turnover

rates, particularly among

continually attract, hire and train new store associates to meet our staffing needs.

A significant increase in

training costs, as well

as possibly cause a

decrease in our store

operating efficiency and productivity.

compete for qualified store associates, as

many of whom have greater financial resources than we do.

companies in our industry or other industries, many of whom

have greater financial resources than we do.

business strategy

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qualified personnel

ability to continue to grow.

ability to grow.

key management

associates or

attract, train,

customers effectively

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competitive environment

associates and

retaining existing

associates is

new associates

and retaining

existing associates

margins, operating results and financial condition if we cannot offset these cost increases.

Fluctuations in the price, availability and quality of inventory have and

may continue to result in

higher cost of goods, which the Company may not be able to pass on

to its customers.

The price and availability of raw

materials may be impacted by demand, regulation,

weather and crop

yields, currency

value fluctuations,

inflation, as

other factors.

Additionally,

manufacturers have

and may continue to have increases in other manufacturing costs, such as transportation, labor and benefit

These increases in production costs may result in higher merchandise costs to the Company.

operations and financial condition.

If the Company is unable to successfully integrate new businesses into

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The Company may not

realize any of the

anticipated benefits of a

new business and integration

costs related to our retail stores that we

will not be able to recover if our stores

are not successful and that

realize any of the anticipated

benefits of a new business

and integration

costs related to our retail stores that we will not be able to

recover if our stores are not successful and that

growth strategies, our financial condition and results of operations may

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Risks Relating to Our Information Technology, Related Systems and Cybersecurity:

failure or disruption relating to our information technology systems could

adversely affect our

A failure or disruption relating to our information technology systems

could adversely affect our

merchandise planning,

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our distribution

receivable, sales,

banking, inventory

sales, banking,

precautions we

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Modifications and/or upgrades to

our current information technology systems may also

our current information technology systems may

our operations.

A security breach that results in unauthorized access to or disclosure of

employee, Company or

customer information or a ransomware attack could adversely affect our costs,

reputation and

results of operations, and efforts to mitigate these risks may continue to

increase our costs.

A security breach that results in unauthorized access to or disclosure

of employee, Company or

customer information or a ransomware attack could adversely affect our costs, reputation

results of operations, and efforts to mitigate these risks may continue to increase

breach, mishandling, human or programming error or other event that results in the misappropriation, loss

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may be difficult

anticipate or detect for long periods

Despite measures the Company takes

to protect confidential

anticipate or detect

for long periods

measures the Company

protect confidential

information against

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otherwise, it

In addition, the

Company may be

subject to ransomware

attacks, which if

successful could result

In addition, the Company may be subject to ransomware attacks, which if successful could

otherwise adversely

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and financial condition.

A disruption or shutdown of our centralized distribution center

or transportation network could

A disruption or shutdown of our centralized distribution center or

transportation network could

materially and adversely affect our business and results of operations.

The distribution

centralized in

one distribution

Charlotte, North

products is centralized

distribution center in

Charlotte, North Carolina

shipped directly to

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to the appropriate

subsequently delivered

third-party freight

third-party freight carriers were

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relating to our information

Such problems could occur as the result of any loss, destruction or impairment of our ability to

Such problems could occur as

the result of any loss,

destruction or impairment of our ability to

distribution center,

problem generally

into our distribution center or deliver goods

to our stores.

As a result, we could incur significantly higher

into our distribution center

or deliver goods to

could incur significantly higher

costs and longer lead

times associated with distributing our

products to our stores

during the time it

products to our stores during

the time it takes

for us to reopen or

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another channel

provide existing customers the online shopping experience and introduce the Company to a new customer

uninterrupted

drive incremental

customer base,

the efficient

and uninterrupted operation

websites, customer contact center

or our distribution

center, including

telecommunication

system capabilities, electrical outages,

mechanical problems and human error.

Our e-commerce platform

system capabilities,

electrical outages,

mechanical problems and

Our e-commerce

may also expose us

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We are subject to payment-related risks.

accept payments

methods, including

third-party credit

accept payments using

including third-party credit

payment methods we offer to our customers, we are subject to fraud risk and

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our data security

systems are breached or compromised, we may be liable for card-issuing

banks’ costs, subject to fines and

higher transaction fees.

In addition, we may lose our ability to accept credit and debit card payments from

systems are breached or compromised, we may be liable for card-issuing banks’ costs

and subject to fines

and higher transaction

our ability to

accept credit and

debit card payments

customers and

process electronic

funds transfers

or facilitate

business and operating results could be adversely affected.

Risks Relating to Accounting and Legal Matters:

Continued scrutiny and changing

expectations surrounding environmental, social and governance

impose additional reporting requirements, additional costs and compliance

Public companies from

industries are facing

increasing scrutiny from

investors, customers,

government regulators and other stakeholders concerning ESG matters.

In the U.S., there are various new

sustainability,

obligations or

with compliance, disclosure and reporting.

Furthermore, evolving ESG laws, regulations and stakeholder

expectations may

uncertain and

potentially burdensome

reporting requirements

as stakeholders,

agencies and government authorities adjust

their expectations or change laws

and regulations, such as the

new rules regarding climate emissions reporting and

auditing requirements.

Failure to comply with all

regulatory requirements

affect our reputation, business and financial performance.

Changes to accounting rules and regulations may adversely affect our reported

operations and financial condition.

common and have

become more frequent

and significant

past several years.

interpretations

disclosures and regulations have significantly affected our reported financial statements and those of other

participants in

Future changes

regulations may

operations and

financial position or perceptions of our performance and financial condition.

If we fail to protect our trademarks and other intellectual property

rights or infringe the

intellectual property rights of others, our business, brand image,

growth strategy, results of

operations and financial condition could be adversely affected.

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condition and results of operations.

give assurance

that others will

the manufacture

private label merchandise by claiming

that our merchandise violates

their trademarks or other

resolution of

cannot predict;

controversy could

adversely affect

our business,

financial condition and results of operations.

Our business operations subject us to legal compliance and litigation risks, as

well as regulations

ultimately successful, may result in costly litigation, and if the Company is not successful in its defense, it

could be subject to

injunctions and liability for

damages or royalty obligations,

and the Company’s

profitability, cash flows, financial condition and reputation could be adversely affected.

Our business operations subject us to legal compliance and litigation risks,

as well as regulations

and regulatory enforcement priorities, which could result in increased

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regulations, as

sourcing offices.

regulatory and

these jurisdictions, including

foreign jurisdictions

lack well-established

merchandise and operate our sourcing offices.

Our business is also subject to regulatory and litigation risk

in all of these

jurisdictions, including foreign jurisdictions that may

lack well-established or reliable legal

systems for resolving legal disputes.

Compliance risks and litigation claims have

arisen and may continue

product-oriented

relations and personal injury claims.

personal injury

International

activities subject us to numerous U.S.

activities subject

numerous U.S.

and international

regulations, including but not limited to, restrictions on trade, license and permit requirements, import and

requirements,

environmental

anti-corruption

Corrupt Practices Act, violations

of which by employees

or persons acting on

the Company’s

significant investigation

costs, severe

civil sanctions

and reputational

and financial condition.

These matters frequently raise complex factual and legal issues, which are subject

uncertainties

business, results of

management regulations, tariffs

and anti-corruption

laws, violations

by employees or

persons acting

in significant

investigation costs,

severe criminal

complex factual and

legal issues, which

are subject to

risks and uncertainties

and could divert

which could materially and adversely

affect our business, results of

operations and financial condition.

In addition, governing laws,

addition, governing laws,

rules and regulations,

and interpretations

Compliance and

operations and our reputation.

and interpretations of

existing laws are

subject to change

from time to time.

Compliance and litigation matters could result

in unexpected expenses and liability,

well as have an adverse effect on our operations and our reputation.

interpretation

technology and business operations.

The interpretation of existing or new laws

to existing technology and

or sustainability

could increase

of compliance,

technology and

business operations.

The interpretation

evolving technology

business practices can be uncertain and may lead to additional compliance

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negatively impact our business, reputation and financial condition.

Continued scrutiny and changing expectations surrounding sustainability

matters from investors,

customers, government regulators and other stakeholders may impose additional

requirements, additional costs and compliance risks.

Public companies

all industries

face scrutiny

from investors,

sustainability

sustainability,

compliance, disclosure and reporting.

Furthermore, evolving laws, regulations or stakeholder expectations

expectations,

business or financial performance.

Changes to accounting rules and regulations may adversely affect our reported

operations and financial condition.

Changes in accounting rules, disclosures

or regulations and varying interpretations of

existing accounting

rules, disclosures

and regulations

have significantly

financial statements

operations and financial position or perceptions of our performance and

financial condition.

Maintaining and improving our internal control over financial reporting

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are subject to

the reporting requirements

of the Securities

Exchange Act of

the reporting requirements of

the Securities Exchange Act

Sarbanes-Oxley Act

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new requirements could significantly increase our compliance costs.

Changes in tax and accounting laws and the mix and level of earnings

in any of the jurisdictions in

which we operate and the outcome of tax audits can cause fluctuations in

our overall tax rate,

which impact our reported earnings.

are subject to income

United States and numerous

domestic states, as well

jurisdictions.

addition, our

excise duties

and/or sales,

or value-added taxes in many jurisdictions.

Significant judgment is required to determine and estimate tax

expense based

future payments,

which include

estimates of probable settlements of domestic

and foreign tax audits.

one time, many tax years

jurisdictions.

determinations

adverse effect

reported financial results

determinations are

future periods.

In addition, our

effective tax

materially impacted by

changes in tax

jurisdictions,

accounting rules

that throughout

variability in

our quarterly

exposures are

and accounting laws

and regulations, the

tax audits and

changes in the

jurisdictions

condition, results of operations or cash flows.

Risks Relating to Our Investments and Liquidity:

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equivalents are

investments in

state, municipal

and corporate

debt securities.

securities may

by factors relating to these securities,

similar securities or the broader credit

markets in general.

primarily comprised

of investments

state, municipal and corporate debt securities.

The value of those securities may be adversely impacted by

these factors

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underlying economic, financial and other

that drive these

As federal, state

and municipal entities

struggle with declining

tax revenues and

these factors.

municipal entities

struggle with

declining tax

budget deficits,

investments if

these issues declines.

the default by

issuers of the

debt securities we

hold or similar

our investments.

The development

or persistence

timely access

these investments

debt securities

persistence of

conditions could

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our financial

condition, results

of operations

revolving line

condition, results of

operations and

our revolving

of credit and to execute our business strategy.

The terms of our asset-based revolving credit facility (“ABL Facility”)

restrict our operations and

financial flexibility, which could adversely affect our ability to respond to changes in our business

and to manage our operations.

consisting of certain eligible accounts

receivable and eligible inventory,

reduced by specified reserves, as

90% of eligible credit card receivables, plus

net recovery percentage

of eligible inventory

multiplied by the

most recent appraised

value of such inventory, calculated at the lower of (a) cost computed on a first-in first-out basis or

(b) market value (net of intercompany profits and certain other adjustments),

applicable reserves.

minimum excess

availability at

the borrowing

$35 million (as of the date hereof)) and (ii) $5 million.

In addition, the covenants under

our ABL Facility include

restrictions that, among other things,

additional indebtedness,

make investments,

engage in mergers, consolidations, sell assets,

make acquisitions, pay dividends and make other restricted

default, which

could adversely

occurrence of

to declare all

amounts outstanding to

be immediately due

and payable and

exercise other remedies

including without

limitation foreclosing

collateral pledged

the indebtedness

be accelerated,

financial condition

could be materially adversely affected.

Risks Relating to the Market Value of Our Common Stock:

The interests of our principal shareholder may limit the ability of other

shareholders to influence

the direction of the Company and otherwise affect our corporate governance and

the market price

of our common stock.

As of March 27, 2024, John P.

Cato, Chairman, President and Chief Executive Officer, beneficially

owned approximately 51.9%

of the combined

voting power of

our common stock.

has the ability to substantially influence or determine the outcome of all matters requiring approval by the

shareholders,

transactions.

those of other shareholders, and

may vote in a

way with which other shareholders disagree

or perceive as

adverse to their interests.

The concentration of voting power held by Mr.

Cato could discourage potential

investors from acquiring our

common stock and could

also have the effect

of preventing, discouraging or

deferring a change in control of the Company or other fundamental transaction,

all of which could depress

the market price of our common stock.

In addition, Mr.

Cato has the ability to control the

management of

utilize these

“controlled company” exceptions,

our other shareholders

these corporate

governance requirements

could be adversely affected.

There can be no assurance that we will choose to declare or be able

to declare cash dividends in

The declaration and payment of any dividend is subject to the approval of our Board of Directors.

Directors regularly

dividend based

requirements,

allocation strategy.

declared in the future in any particular amount, or at all.

Our operating results are subject to seasonal and quarterly fluctuations,

10 unchanged sentences

common stock.

We cannot provide assurance that we will pay dividends, or that if paid, any dividend payments will

be consistent with historical levels.

The declaration and payment of any dividend is subject to the approval of our Board of Directors.

Directors regularly

dividend based

requirements,

payment of quarterly dividends in November 2024 and may continue to suspend the

payment of dividends

if it deems such an action to

be in the best interests of the

Company and its shareholders.

There can be no

assurance that a cash dividend will be declared in the future in any particular

amount, or at all.

Conditions in the stock market generally, or particularly relating to our industry, Company or

common stock, may materially and adversely affect the market price of our common

common stock, may materially and adversely affect the market price of our

common stock and

make its trading price more volatile.

1 unchanged sentence

factors may cause

our common stock to

common stock to

fluctuate, perhaps

20 unchanged sentences

developments;

significant changes

senior management

legal proceedings.

general, and the

market for shares

securities of many

performance of

significant changes in our senior management team;

and legal proceedings.

Over the past several years the

stock market in general, and the market for shares of equity securities of many retailers in particular,

experienced extreme price

fluctuations that

have at times

been unrelated to

the operating performance

those companies.

1 unchanged sentence

volatility based

may materially and adversely affect the market price of our common stock.

and adversely

common stock.

securities class

action litigation

The threat of class action litigation could also cause the price of

our common stock to decline.

The interests of our principal shareholder may limit the ability of other

shareholders to influence

the direction of the Company and otherwise affect our corporate governance and

the market price

of our common stock.

Our common stock

consists of two

Class A common

are entitled to one vote per share, and holders of Class B common stock are entitled to

10 votes per share,

on all matters to be voted on by our common shareholders.

All of the shares of Class B common stock are

beneficially owned by

a result, Mr.

significant economic interest in

Chief Executive

to substantially

determine the

outcome of all

matters requiring approval by

the shareholders, including the

election of directors

transactions.

have interests

shareholders and

shareholders disagree

concentration of

discourage potential

investors from

acquiring our

preventing, discouraging or

control might

shareholders generally.

This ownership

concentration may adversely

impact the trading

Class A common stock

perceptions of a

conflict of interest,

management of

Chief Executive

with these listing

standards even though

controlled company,

no assurance that

will continue

optional listing

utilize these

governance requirements and the market value of our common

stock could be adversely affected.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors