What changed in this filing

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Item 9A. Controls and Procedures

2026-03-25 compared with 2025-03-31 · 36 added, 63 removed, 252 unchanged (28% of the section changed)

12 unchanged sentences

evaluation, our Principal

Executive Officer

and Principal Financial

Officer concluded that,

disclosure controls

and procedures,

Executive Officer and

Principal Financial Officer

concluded that,

our disclosure

procedures, as

Rule 13a-15(e),

21 unchanged sentences

control over financial reporting as

of February 1, 2025, as

of January 31, 2026, as

stated in its report

40 unchanged sentences

Rule 16a-1(f)

Securities Exchange

“Rule10b5-1 trading arrangement” or a “

2 unchanged sentences

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance:

16 unchanged sentences

future awards under all of the Company’s equity compensation plans.

The information is as of February

The information is as of January

Number of Securities to

20 unchanged sentences

qualified stock options may be granted to key associates.

purchase price of this stock is equal to 85% of the lower of the

closing price at the beginning or the

end of each semi-annual stock purchase period.

the beginning

each semi-annual stock purchase period.

Information contained under “Security Ownership of Certain Owners

23 unchanged sentences

(Loss) for the fiscal

years ended February 1, 2025, February 3, 2024 and January 28, 2023

years ended January 31, 2026, February 1, 2025 and February 3, 2024

................................................

Consolidated Balance Sheets at February 1, 2025 and February

Consolidated Balance Sheets at January 31, 2026 and February

.................................................

Consolidated Statements of Cash Flows for the fiscal years ended

February 1, 2025, February 3, 2024

and January 28, 2023 ................................................................................................................................

January 31, 2026, February 1, 2025

and February 3, 2024 ................................................................................................................................

Consolidated Statements of Stockholders’ Equity for the fiscal years ended

February 1, 2025,

February 3, 2024 and January 28, 2023

January 31, 2026,

February 1, 2025 and February 3, 2024

....................................................................................................

9 unchanged sentences

the Index below are

filed with this report

noted, incorporated by reference herein.

The Company will supply copies of the following exhibits to any

shareholder upon receipt of a written request addressed to the Corporate Secretary,

The Cato Corporation,

filed or furnished with

incorporated by

reference herein.

the following

any shareholder

written request

Corporate Secretary,

Cato Corporation,

Road, Charlotte,

http://www.sec.gov.

defray the costs of handling, copying and postage.

In most cases, documents incorporated by reference to

Exchange Commission

Internet from

site at http://www.sec.gov.

Description of Exhibit

7 unchanged sentences

The Cato Corporation 2021 Employee Stock Purchase Plan (Amended and Restated as of

April 1, 2021) incorporated by reference to Appendix A to Proxy Statement of the

October 1, 2025) incorporated by reference to Appendix A to Proxy Statement of the

Registrant filed on April 10, 2025.

3 unchanged sentences

of the Registrant filed June 1, 2018 (SEC file No.

Form of Agreement, dated as of August 29, 2003, between the Registrant and Wayland H.

Cato, Jr., incorporated by reference to Exhibit 99(c) to Form 8-K of the Registrant filed on

July 22, 2003.

Form of Agreement, dated as of August 29, 2003, between the Registrant and Edgar T.

Cato, incorporated by reference to Exhibit 99(d) to Form 8-K of the Registrant filed on

July 22, 2003.

Retirement Agreement between Registrant and Wayland H.

dated August 29,

2003 incorporated by reference to Exhibit 10.1 to Form 10-Q of the Registrant for quarter

ended August 2, 2003.

Retirement Agreement between Registrant and Edgar T.

Cato dated August 29, 2003,

incorporated by reference to Exhibit 10.2 to Form 10-Q of the Registrant for the quarter

ended August 2, 2003.

Deferred Compensation Plan effective July 28, 2011, incorporated by reference to Exhibit

2 unchanged sentences

incorporated by reference to Exhibit 10.1 to Form 8-K of the Registrant filed on January 6,

Credit Agreement, dated as of May 19, 2022, among the Registrant, the guarantors party

thereto, the banks party thereto and Wells Fargo Bank, National Association, as Agent,

incorporated by reference to Exhibit 10.1 to Form 8-K of the Registrant filed May 20,

First Amendment, dated as of June 6, 2022, to Credit Agreement, dated as of May 19,

2022, among the Registrant, the guarantors party hereto, the banks party thereto and Wells

Fargo Bank, National Association, as Agent, incorporated by reference to Exhibit 10.1 to

Form 10-Q of the Registrant for the quarter ended July 30, 2022.

Second Amendment, dated as of August 9, 2023, to Credit Agreement, dated as of May 19

2022, among the Registrant, the banks party thereto and Wells Fargo Bank, National

Association incorporated by reference to Exhibit 10.1 to Form 10-Q of the Registrant for

the quarter ended July 29, 2023.

Third Amendment, dated as of October 24, 2023, to Credit Agreement, dated as of May 19

2022, among the Registrant, the banks party thereto and Wells Fargo Bank, National

Association incorporated by reference to Exhibit 10.1 to Form 10-Q of the Registrant for

the quarter ended October 28, 2023.

Fourth Amendment, dated as of April 25, 2024, to Credit Agreement, dated as of May 19

2022, among the Registrant, the banks party thereto and Wells Fargo Bank, National

Association incorporated by reference to Exhibit 10.1 to Form 10-Q of the Registrant for

the Quarter ended May 4, 2024.

Fifth Amendment, dated as of November 1, 2024, to Credit Agreement, dated as of May

19, 2022, among the Registrant, the banks party thereto and Wells Fargo Bank, National

Association incorporated by reference to Exhibit 10.1 to Form 10-Q of the Registrant for

the quarter ended November 2, 2024.

Credit Agreement, dated as of March 13, 2025, by and among Wells Fargo Bank, National

2 unchanged sentences

Exhibit 10.1 to Form 8-K of the Registrant filed March 19, 2025.

Insider Trading Policy of the Registrant.

Insider Trading Policy of the Registrant, incorporated by reference to Exhibit 19.1 to Form

10-K of the Registrant for the fiscal year ended February 1, 2025.

Subsidiaries of Registrant.

19 unchanged sentences

Form 10-K Summary:

Not applicable.

caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

34 unchanged sentences

Additions (reductions) charged to other accounts

Balance at January 28, 2023

Balance at February 3, 2024

Additions charged to costs and expenses

3 unchanged sentences

Additions (reductions) charged to other accounts

Balance at February 1, 2025

Balance at January 31, 2026

Deducted from trade accounts receivable.

4 unchanged sentences

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 9A. Controls and Procedures