Item 3. Legal Proceedings
Item 3.
Legal Proceedings:
From time
to time,
claims are
asserted against
the Company
arising out
of operations
in the
ordinary
course
of
business.
The
Company
currently
is
not
a
party
to
any
pending
litigation
that
it
believes
is
likely to have a
material adverse effect on
the Company’s
financial position, results of
operations or cash
flows. See Note 15, “Commitments and Contingencies,” for more
information.
25
Item 3A.
Executive Officers of the Registrant:
The executive officers of the Company and their ages as of March 25, 2026
are as follows:
Name
Age
Position
John P.
D. Cato............................
75
Chairman, President and Chief Executive Officer
Charles D. Knight........................
61
Executive Vice President, Chief Financial Officer
Gordon Smith
..............................
70
Executive Vice President, Chief Real Estate and
Store Development Officer
John P.
D. Cato
has been employed
as an officer
of the Company since
1981 and has
been a director
of
the
Company
since
1986.
Since
January
2004,
he
has
served
as
Chairman,
President
and
Chief
Executive Officer.
From May 1999 to
January 2004, he served
as President, Vice
Chairman of the
Board
and Chief Executive Officer.
From June 1997 to May 1999,
he served as President, Vice
Chairman of the
Board and
Chief Operating Officer.
From August 1996
to June
1997, he served
as Vice
Chairman of the
Board
and Chief
Operating Officer.
From 1989
to
1996, he
managed the
Company’s
off-price
concept,
serving
as
Executive Vice
President
and
as
President and
General Manager
of
the
It’s
Fashion
concept
from 1993
to
August 1996.
Mr. Cato
is
a former
director of
Harris Teeter
Supermarkets, Inc.,
formerly
Ruddick Corporation.
Charles
D.
Knight
has
been
employed
as
Executive
Vice
President,
Chief
Financial
Officer
by
the
Company
since
January
of
2022.
From
2018
to
2020,
he
served
in
various
roles
with
The
Vitamin
Shoppe,
first
as
Senior
Vice
President,
Chief
Accounting
Officer
from
2018
to
2019,
and
then
as
Executive Vice
President, Chief Financial
Officer from 2019
to 2020.
Prior to
that, he served
in various
roles with Toys
“R” Us for 28
years, including as Senior Vice
President, Corporate Controller from 2010
to 2018.
Gordon
Smith
has
been
employed
by
the
Company
since
1989.
Since
July
2011,
he
has
served
as
Executive Vice
President, Chief
Real
Estate and
Store Development
Officer.
From February
2008 until
July 2011,
Mr. Smith served as
Senior Vice President, Real
Estate. From October 1989 to February 2008,
Mr. Smith served as Assistant Vice President, Corporate Real Estate.
Item 4.
Mine Safety Disclosures:
Not applicable.
26
PART
II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities:
Market & Dividend Information
The
Company’s
Class A Common
Stock
trades
on the
New York
Stock
Exchange (“NYSE”) under
the symbol CATO.
As of March 23, 2026,
the approximate number of record holders of the Company’s Class A Common
Stock was 5,000 and there were 2 record holders of the Company’s Class B Common Stock.
27
Stock Performance Graph
The
following
graph
compares
the
yearly
change
in
the
Company’s
cumulative
total
shareholder
return on
the Company’s
Common Stock (which
includes Class
A Stock
and Class
B Stock)
for each
of
the
Company’s
last
five
fiscal
years
with
(i)
the
Dow
Jones
U.S.
Retailers,
Apparel
Index
and
(ii)
the
Russell 2000 Index.
THE CATO
CORPORATION
STOCK PERFOMANCE TABLE
(BASE 100 – IN DOLLARS)
LAST TRADING DAY
OF THE FISCAL YEAR
THE CATO
CORPORATION
DOW JONES U.S.
RETAILERS,
APPL
INDEX
RUSSELL 2000
INDEX
1/29/2021
100
100
100
1/28/2022
149
111
99
1/27/2023
96
121
95
2/2/2024
71
135
98
1/31/2025
39
173
116
1/30/2026
35
209
135
The graph assumes an initial investment of $100 on January 29, 2021,
the last trading day prior to the
commencement of the Company’s 2021 fiscal year, and that all dividends were reinvested.
28
Issuer Purchases of Equity Securities
The following table summarizes the Company’s purchases of its common stock for the three months
ended January 31, 2026:
Total Number of
Maximum Number
Shares Purchased as
(or Approximate Dollar
Total Number
Part of Publicly
Value) of Shares that may
of Shares
Average Price
Announced Plans or
yet be Purchased Under
Period
Purchased
Paid per Share (1)
Programs (2)
the Plans or Programs (2)
November 2025
-
$
-
-
December 2025
-
-
-
January 2026
-
-
-
Total
-
$
-
-
680,740
(1)
Prices include trading costs.
(2)
As of November 1, 2025, the Company’s share repurchase program had 680,740 shares remaining in
open
authorizations.
During
the
fourth
quarter
ended
January
31,
2026,
the
Company
did
not
repurchase or retire any shares
under this program. As
of the fourth quarter ended
January 31, 2026,
the Company had
680,740 shares remaining
in open authorizations.
There is no
specified expiration
date for the Company’s repurchase program.
29