What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-27 compared with 2026-05-28 · 364 added, 236 removed, 448 unchanged (57% of the section changed)

5 unchanged sentences

Three Months Ended

August 1, 2026

August 2, 2025

August 1, 2026

August 2, 2025

(Dollars in thousands, except per share data)

3 unchanged sentences

COSTS AND EXPENSES, NET

Cost of goods sold (exclusive of depreciation shown below)

Selling, general and administrative (exclusive of depreciation

Cost of goods sold (exclusive of depreciation shown

Selling, general and administrative (exclusive of

Interest and other income, net

1 unchanged sentence

Income before income taxes

Income tax expense

Income tax expense (benefit)

Basic earnings per share

1 unchanged sentence

Comprehensive income:

Net unrealized gain (loss) on available-for-sale securities, net

of deferred income taxes of $

for each of the three months

ended May 2, 2026 and May 3, 2025

Net unrealized gain (loss) on available-for-sale securities, net of

deferred income taxes of $

for each of the three and six months

ended August 1, 2026 and August 2, 2025, respectively

Comprehensive income

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

August 1, 2026

January 31, 2026

5 unchanged sentences

Accounts receivable, net of allowance for customer credit losses of

at May 2, 2026 and January 31, 2026, respectively

at August 1, 2026 and January 31, 2026, respectively

Merchandise inventories

8 unchanged sentences

Accrued bonus and benefits

Accrued income taxes

Current lease liability

9 unchanged sentences

shares authorized;

shares issued

at May 2, 2026 and January 31, 2026, respectively

issued at August 1, 2026 and January 31, 2026, respectively

Convertible Class B common stock, $

1 unchanged sentence

shares authorized;

shares issued at May 2, 2026 and January 31, 2026

issued at August 1, 2026 and January 31, 2026

Additional paid-in capital

Retained earnings

Accumulated other comprehensive income

Accumulated other comprehensive income (loss)

Total Stockholders' Equity

4 unchanged sentences

OF CASH FLOWS

Three Months Ended

Six Months Ended

August 1, 2026

August 2, 2025

(Dollars in thousands)

Operating Activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Adjustments to reconcile net income to net cash provided by

operating activities:

Provision for customer credit losses

Purchase premium and premium amortization of investments

Premium amortization and discount accretion on investments

Gain on sale of assets held for investment

1 unchanged sentence

Gain on disposal of property and equipment

Changes in operating assets and liabilities which provided (used) cash:

Changes in operating assets and liabilities which provided

Accounts receivable

9 unchanged sentences

Sales of other assets

Proceeds from cash value of life insurance policy

Net cash provided by investing activities

Proceeds from life insurance policy

Net cash used in investing activities

Financing Activities:

7 unchanged sentences

Accrued other assets and property and equipment expenditures

Accrued treasury stock

See notes to condensed consolidated financial statements (unaudited).

5 unchanged sentences

Income (Loss)

(Dollars in thousands)

(Dollars in thousands, except per share data)

Balance — January 31, 2026

Comprehensive income:

Unrealized net loss on available-for-sale securities, net of deferred

income tax benefit of $

Unrealized net loss on available-for-sale securities, net of

deferred income tax benefit of $

Class A common stock sold through employee stock purchase

3 unchanged sentences

Balance — May 2, 2026

Comprehensive income:

Unrealized net loss on available-for-sale securities, net of

deferred income tax benefit of $

Share-based compensation issuances and exercises

Share-based compensation expense

Repurchase and retirement of treasury shares

Balance — August 1, 2026

See notes to condensed consolidated financial statements (unaudited).

THE CATO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS

OF STOCKHOLDERS’ EQUITY

Comprehensive

Stockholders'

Income (Loss)

(Dollars in thousands)

(Dollars in thousands, except per share data)

Balance — February 1, 2025

Comprehensive income:

Unrealized net gain on available-for-sale securities, net of deferred

income tax benefit of $

Unrealized net gain on available-for-sale securities, net of

deferred income tax benefit of $

Class A common stock sold through employee stock purchase

3 unchanged sentences

Balance — May 3, 2025

Comprehensive income:

Unrealized net gain on available-for-sale securities, net of

deferred income tax benefit of $

Share-based compensation expense

Repurchase and retirement of treasury shares

Balance — August 2, 2025

See notes to condensed consolidated financial statements (unaudited).

2 unchanged sentences

NOTE 1 - GENERAL

The condensed consolidated

financial statements as

the three months

2, 2026 and May 3, 2025 have been prepared from the accounting records of

The Cato Corporation and its

The condensed

consolidated financial

statements as

prepared from

the accounting

Corporation and

its wholly-owned

subsidiaries (the

“Company”), and

management, all

adjustments considered

necessary for

the financial

statements have

been included.

All such adjustments are of a normal, recurring nature unless otherwise noted.

of the interim period may not be indicative of the results expected

adjustments are

normal, recurring

nature unless

The results of the interim periods may not be indicative of the results expected

for the entire year.

18 unchanged sentences

quarter of fiscal 2026.

Subsequent Events:

Subsequent to May 2, 2026, the Company repurchased

million partial

refund claim.

Company anticipates receiving payment for the

balance of its tariff

refund claim by the end of

quarter of fiscal 2026.

receivable due from the IRS.

During the second quarter of fiscal 2026, the Company received full payment of its

tariff refund claim.

THE CATO CORPORATION

31 unchanged sentences

Three Months Ended

Six Months Ended

August 1, 2026

August 2, 2025

August 1, 2026

August 2, 2025

(Dollars in thousands, except per share data)

6 unchanged sentences

Diluted earnings per share

Unvested restricted stock excluded from the calculation

of diluted EPS for the

periods ended May 2, 2026

and May 3, 2025 were

, respectively, because the effect of

including them in the

Unvested restricted stock

excluded from

the calculation of

the three and six month periods

ended August 1, 2026, respectively, and

shares for the

three and six

month periods ended

August 2, 2025,

respectively, because

the effect of

including them in

calculation of diluted EPS would have been

4 unchanged sentences

comprehensive

income (in thousands) for the

three months ended May 2, 2026:

income (loss) (in thousands) for the

three months ended August 1, 2026:

Changes in Accumulated Other

3 unchanged sentences

Available-for-Sale

Beginning Balance at May 2, 2026

Other comprehensive loss before

reclassification

Amounts reclassified from accumulated

other comprehensive income

Net current-period other comprehensive loss

Ending Balance at August 1, 2026

(a) All amounts are net-of-tax.

Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income.

comprehensive

income (loss) (in thousands) for the

six months ended August 1, 2026:

Changes in Accumulated Other

Comprehensive Income (Loss) (a)

Unrealized Gains

and (Losses) on

Available-for-Sale

Beginning Balance at January 31, 2026

Other comprehensive income (loss) before

Other comprehensive loss before

reclassification

1 unchanged sentence

other comprehensive income

Net current-period other comprehensive income (loss)

Ending Balance at May 2, 2026

Net current-period other comprehensive loss

Ending Balance at August 1, 2026

(a) All amounts are net-of-tax.

Amounts in parentheses indicate a debit/reduction to accumulated other comprehensive income.

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – ACCUMULATED OTHER COMPREHENSIVE INCOME

(LOSS) (CONTINUED):

comprehensive

income (in thousands) for the

three months ended May 3, 2025:

three months ended August 2, 2025:

Changes in Accumulated Other

Comprehensive Income (Loss) (a)

Comprehensive Income (a)

Unrealized Gains

1 unchanged sentence

Available-for-Sale

Beginning Balance at May 3, 2025

Other comprehensive income before

reclassification

Amounts reclassified from accumulated

other comprehensive income

Net current-period other comprehensive income

Ending Balance at August 2, 2025

(a) All amounts are net-of-tax.

comprehensive

income (in thousands) for the

six months ended August 2, 2025:

Changes in Accumulated Other

Comprehensive Income (a)

Unrealized Gains

and (Losses) on

Available-for-Sale

Beginning Balance at February 1, 2025

Other comprehensive income (loss) before

Other comprehensive income before

reclassification

1 unchanged sentence

other comprehensive income (b)

Net current-period other comprehensive income (loss)

Ending Balance at May 3, 2025

Net current-period other comprehensive income

Ending Balance at August 2, 2025

(a) All amounts are net-of-tax.

7 unchanged sentences

NOTE 4 – FINANCING ARRANGEMENTS:

On March 13, 2025, the Company,

as borrower, and certain other

domestic subsidiaries, as borrowers and

borrower, and

other domestic

subsidiaries, as

guarantors, entered

3 unchanged sentences

subsidiaries,

facility (the “ABL

Facility”) in an

The proceeds from

the ABL Facility

be used to provide funding for ongoing working capital and general corporate

The ABL Credit Agreement is

committed through March 2028 and

is secured primarily by inventory

third-party credit

card receivables.

borrowings outstanding

availability under

million before

giving effect

million outstanding

National Association,

“Lender”), to

asset-based revolving

credit facility

provide funding for ongoing working capital

and general corporate purposes.

borrowing availability

interest rate under the credit facility

at May 2, 2026 and

January 31, 2026 due to

interest rate under the

credit facility was

at August 1, 2026

and January 31, 2026

THE CATO CORPORATION

6 unchanged sentences

retail operating

segments, including

commerce, based on the aggregation criteria outlined in ASC 280-10, which states

that two or more operating

be aggregated

single reportable

aggregation is

consistent with

the objective

segments, inclusive

the e-commerce activities of each retail operating segment, based on the aggregation criteria outlined in

which states that two or more

operating segments may be aggregated into a

single reportable segment

characteristics,

products, production processes, clients and methods of distribution.

distribution.

characteristics

7 unchanged sentences

Company operates

states as of May 2, 2026, principally in the southeastern United States.

The Company offers its own credit

card to its customers and all

credit authorizations, payment processing and

allocate certain corporate expenses to

the Credit segment.

information for decision-making purposes, including the allocation of resources.

The Company also provides

corporate services,

including finance,

information technology,

states as of August 1, 2026, principally in the southeastern United States.

The Company offers its own credit card to its

customers and all credit authorizations, payment processing

and collection

a wholly-owned

subsidiary of

not allocate certain corporate expenses to the Credit segment.

The Company’s

President and

Chief Executive Officer

Company’s chief

operating decision

structure described

above reflects

CODM regularly

decision-making

provides corporate

services, including

finance, information

and corporate

administration, to

which are fully allocated to the retail

Interest and other income from

assets held for investment and

sale are not included in assessing

the segments’ performance and therefore not

allocated to either segment.

The CODM manages

and evaluates the

segments’ operating performance

based on segment

sales, expenses,

budget-to-actual

primarily include

selling, general

and administrative

expenses, depreciation

and interest and

other income.

Assessment and

expenditures are

determined to

support of and based on the

needs of the retail segment;

CODM does not evaluate performance

or allocate resources based on segment asset balances and, therefore, total segment assets are not presented in

the tables below.

The measure of

segment assets is reported on the

balance sheet as total consolidated assets.

financial statements

Company’s Annual

Report on Form 10-K for

the fiscal year ended January 31,

its segments which are fully allocated to the retail segment.

Interest and other income from assets held for

investment and sale are

not included in assessing

the segments’ performance and,

therefore, not allocated

to either segment.

forecasting process,

monthly analyses

of budget-to-actual

year variances.

administrative

expenditures are determined to be in support of and based on the needs of the retail segment;

reported on the balance sheet as total consolidated assets.

The accounting

those described

Accounting Policies in Note 1 of the consolidated financial statements included in the Company’s Annual

Report on Form 10-K for the fiscal year ended January 31, 2026.

THE CATO CORPORATION

1 unchanged sentence

NOTE 5 – REPORTABLE SEGMENT INFORMATION

The following schedule summarizes certain segment

information (in thousands):

The following schedule summarizes certain segment information (in

Three Months Ended

August 1, 2026

Cost of goods sold (a)

2 unchanged sentences

Interest and other income, net

Segment income (loss) before income taxes

Corporate interest and other income

Income before income taxes

Capital expenditures

Six Months Ended

August 1, 2026

Cost of goods sold (a)

Selling, general, and administrative (b)

Corporate overhead

Interest and other income, net

Segment income before income taxes

2 unchanged sentences

Capital expenditures

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

costs, occupancy costs, freight, and inventory shrinkage.

Net merchandise 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

(b) Selling, general, and administrative expense include corporate and store payroll, related payroll taxes and

benefits, insurance, supplies, advertising, bank and credit card processing fees.

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – REPORTABLE SEGMENT INFORMATION

Three Months Ended

August 2, 2025

Cost of goods sold (a)

6 unchanged sentences

Capital expenditures

(a) Cost of goods sold includes merchandise costs, net of

discounts and allowances, buying costs, distribution

costs, occupancy costs, freight, and inventory

Net merchandise 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.

(b) Selling, general, and administrative expense

include corporate and store payroll, related payroll

and benefits, insurance, supplies, advertising, bank and

credit card processing fees.

Six Months Ended

August 2, 2025

Cost of goods sold (a)

Selling, general, and administrative (b)

Corporate overhead

Interest and other income, net

Segment income before income taxes

Corporate interest and other income

Income before income taxes

Capital expenditures

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

costs, occupancy costs, freight, and inventory shrinkage.

Net merchandise 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

(b) Selling, general, and administrative expense include corporate and store payroll, related payroll taxes and

benefits, insurance, supplies, advertising, bank and credit card processing fees.

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – SHARE-BASED COMPENSATION:

NOTE 6 – STOCK-BASED COMPENSATION:

Company’s 2018 Incentive

Compensation Plan

allows for the

granting of various

forms of equity-based awards,

4 unchanged sentences

available for grant under this plan as

of May 2, 2026:

of August 1, 2026:

Options and/or restricted stock initially authorized

1 unchanged sentence

Compensation–Stock

amortized to compensation expense on a

straight-line basis over the related vesting periods.

amortized to compensation expense on a straight-line basis

over the related vesting periods.

, respectively,

2 unchanged sentences

compensation expense

the three and

six months ended

August 1, 2026

, respectively,

compensation activity is

classified as a

component of Selling,

general and administrative

expenses in the

Condensed Consolidated Statements of Income.

compared to a

respectively.

administrative expenses in the Condensed Consolidated Statements of Income.

The following summary

2 unchanged sentences

unvested restricted stock

the three months ended May

the six months ended

Weighted Average

2 unchanged sentences

Forfeited or expired

Restricted stock awards at May 2, 2026

Restricted stock awards at August 1, 2026

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – SHARE-BASED COMPENSATION (CONTINUED):

NOTE 6 – STOCK BASED-COMPENSATION (CONTINUED):

semi-annual offering

% discount through payroll deductions.

three months ended May 2, 2026

and May 3, 2025, the

shares to employees

average discount of

respectively, under

% discount through payroll

six months ended August

1, 2026 and August

share, respectively, under

the Employee Stock

Purchase Plan.

compensation expense recognized

Stock Purchase

compensation expense

recognized for

approximately $

2025, respectively.

These expenses

are classified

administrative

5 unchanged sentences

measured at fair value (in thousands)

as of May 2, 2026 and

as of August 1, 2026 and

January 31, 2026:

August 1, 2026

Corporate Bonds

5 unchanged sentences

– FAIR VALUE MEASUREMENTS

January 31, 2026

Corporate Bonds

5 unchanged sentences

primarily invested

corporate bonds

managed accounts

with underlying

The corporate

contractual maturities

which range from

Additionally,

compensation plan

recorded within Other assets in the Condensed

Consolidated Balance Sheets.

Level 2 investment securities include corporate bonds for which quoted prices may not be available on

management with

the assistance

third-party pricing

active markets

identical assets are

not available, these

prices are determined

by the pricing

service using observable

characteristics, among other factors.

Level 2 investment securities at

August 1, 2026 include

corporate bonds for which

quoted prices may not

available on active exchanges for identical

Their fair value is principally based on market

determined by management with the assistance

of a third-party pricing service.

Since quoted prices in active

observable market information such as quotes from less active markets and/or quoted prices of securities with

similar characteristics, among other factors.

Deferred compensation plan

5 unchanged sentences

such factors as the

fair value of the underlying assets and discounted cash flow and are therefore classified within

Level 3 of the

fair value of the underlying assets and discounted cash flow and are therefore classified within Level 3

compensation obligation,

4 unchanged sentences

actively traded.

measured using Level 3 inputs for the

three months ended May 2, 2026

and the year ended January 31,

(dollars in thousands):

measured using Level 3 inputs for the six months ended August 1, 2026 and the year ended January

(in thousands):

THE CATO CORPORATION

7 unchanged sentences

Total gains or (losses):

Included in interest and other income, net (or changes in net assets)

Ending Balance at May 2, 2026

Included in interest and other income, net (or

changes in net assets)

Ending Balance at August 1, 2026

Measurements Using

4 unchanged sentences

Total (gains) or losses:

Included in interest and other income, net (or changes in net assets)

Ending Balance at May 2, 2026

Included in interest and other income, net (or

changes in net assets)

Ending Balance at August 1, 2026

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

– FAIR VALUE MEASUREMENTS

Measurements Using

4 unchanged sentences

Total gains or (losses):

Included in interest and other income, net (or changes in net assets)

Included in interest and other income, net (or

changes in net assets)

Ending Balance at January 31, 2026

5 unchanged sentences

Total (gains) or losses:

Included in interest and other income, net (or changes in net assets)

Included in interest and other income, net (or

changes in net assets)

Ending Balance at January 31, 2026

2 unchanged sentences

NOTE 8 – RECENT ACCOUNTING PRONOUNCEMENTS:

periods beginning January 30, 2028.

Early adoption is permitted.

Company is currently assessing the

impact that the adoption of ASU 2025-06 will have on our consolidated financial

Software (Subtopic

350-40) – Targeted

Improvements to

the Accounting for

Internal-Use Software

modernize the

accounting for

costs related

to internal-use

software to better align with how software

is developed and to clarify the threshold

to be applied to begin

adoption of ASU 2025-06 will have on our consolidated financial statements.

Comprehensive

Expense Disaggregation

(Subtopic 220-40):

Disaggregation

Disclosures (Subtopic

Disaggregation of

Income Statement

5 unchanged sentences

NOTE 9 – INCOME TAXES:

was primarily

due to lower foreign income taxes.

THE CATO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

non-recurring

partially offset by lower foreign and state income taxes.

outstanding balance of its income tax refund receivable due from

NOTE 10 – COMMITMENTS AND CONTINGENCIES:

36 unchanged sentences

returns based

proprietary credit

estimated rewards

Amounts related

shipping product

(billed and accrued) are classified as Cost of goods sold.

customers based on their purchases with the Company’s propriety credit

The rewards cards

issued by the Company have a 90-day expiration.

Amounts related to shipping and handling billed to

transaction are

classified as

Other revenue

costs related

to customers (billed and accrued) are classified as Cost of goods sold.

own proprietary

to customers.

wholly-owned subsidiaries.

receivables are

estimated customer credit losses of $

for the periods ended May 2, 2026 and May 3,

subsidiaries.

estimated customer credit losses

for the three

and six months

ended August 1,

respectively,

sales purchased

proprietary credit

million for the periods ended May 2, 2026 and May 3, 2025, respectively.

respectively.

respectively,

million and $

million for the three and six months ended August 2, 2025, respectively.

customers (in thousands):

Balance as of

August 1, 2026

January 31, 2026

5 unchanged sentences

Company determines

warehouse space

and equipment.

have remaining

, some of which include options to

extend the lease term for

arrangement is

up to five years

, and some of

within one year

establish its

right-of-use assets

lease agreements do not contain any material residual value guarantees or material

restrictive covenants.

incremental borrowing rate

the information available

commencement date

Company’s lease

agreements do not

contain any material residual

value guarantees or material

determining the present value of lease payments.

1 unchanged sentence

Three Months Ended

August 1, 2026

August 2, 2025

Operating lease cost

lease cost (a)

(a) Primarily relates to monthly percentage rent for stores not presented on the balance sheet.

(a) Primarily related to monthly percentage rent for stores not presented on the balance sheet.

Six Months Ended

August 1, 2026

August 2, 2025

Operating lease cost

lease cost (a)

(a) Primarily related to monthly percentage rent for stores not presented on the balance sheet.

THE CATO CORPORATION

9 unchanged sentences

Three Months Ended

August 1, 2026

August 2, 2025

Cash paid for amounts included in the measurement of lease liabilities

1 unchanged sentence

Right-of-use assets obtained in exchange for lease obligations, net of rent violations

Six Months Ended

August 1, 2026

August 2, 2025

Cash paid for amounts included in the measurement of lease liabilities

Non-cash activity:

Right-of-use assets obtained in exchange for lease obligations, net of rent violations

Weighted-average

August 1, 2026

August 2, 2025

Weighted-average remaining lease term

Weighted-average discount rate

As of May 2, 2026, the maturities of lease liabilities by fiscal year for the Company’s

operating leases are

as follows (in thousands):

As of August 1,

2026, the maturities

of lease liabilities by

fiscal year for

the Company’s

operating leases

are as follows (in thousands):

Total lease payments

1 unchanged sentence

Present value of lease liabilities

(a) Excluding the 3 months ended May 2, 2026.

(a) Excluding the six months ended August 1, 2026

THE CATO CORPORATION

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-Q

Item 1. Financial Statements