cato2023012810K

 - - - 694 691 4725000 3147393 3461061 FALSE 2023 --02-03 - - - - 0000018255 FY 3.1 2.0 2027-05-31 No Yes Yes

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended

or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

 OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number
 1-31340
 The Cato Corporation
 Registrant

 Delaware

 56-0484485
 State of Incorporation

 I.R.S. Employer Identification Number

 8100 Denmark Road
 Charlotte
,
 North Carolina
 28273-5975
 Address of Principal Executive Offices

 /
 554-8510
 Registrant's Telephone
Number
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
 Trading Symbol(s)
 Name of each exchange on which registered
 Class A - Common Stock, par value $.033 per share
 CATO
 New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:
 None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes

 No

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes

No

Indicate by check mark whether the Registrant (1) has
filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange
Act of
 1934 during
the preceding
12 months (or
for such
shorter period
that the
Registrant was
required to
file such
reports), and
(2) has been
 such filing requirements for the past 90 days.
Yes

No

Indicate by
check mark
whether the
registrant has
submitted electronically
every Interactive
Data File
required to
be submitted
pursuant to
Rule
of
Regulation
S-T
(§
232.405 of
this
chapter) during
the preceding
months
(or
for
such
shorter period
that
the
registrant was
to
 submit such files). Yes

No

Indicate by check mark
whether the registrant is
a large accelerated
filer, an accelerated
filer, a non
-accelerated filer, a
smaller reporting company,
 or an
emerging growth
company.
See the
definitions of
"large accelerated
filer,"
"accelerated filer,"
"smaller reporting
company" and
"emerging
 growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Emerging Growth Company

 Non-accelerated filer

Smaller reporting company

If
an
emerging
growth
company,
indicate
by
check
mark
if
the
registrant
has
elected
not
to
use
the
extended
transition
for

 complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate
by
check
mark
whether
the
registrant
has
filed
a
on
and
attestation
to
its
management's
assessment
of
the
effectiveness
of
its
 internal control
over financial
under Section
404(b) of
the Sarbanes-Oxley
Act (15
U.S.C. 7262(b))
by the
registered public
 firm that prepared or issued its audit report.

If securities are registered
pursuant to Section
12(b) of the
Act, indicate by check
mark whether the
financial statements of
the registrant included
 in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check
mark whether any
of those error
corrections are restatements
that required a
recovery analysis of incentive-based
 received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes

No

The aggregate market value of the Registrant's Class A Common Stock held by non-affiliates of the Registrant as of July 29, 2023, the last business
 day of the Company's most recent second quarter, was $
 146,852,671

based on the last reported sale price per share on the New York Stock Exchange
 on that date.

As of February 3, 2024, there were
 18,802,742

shares of Class A common stock and
 1,763,652

shares of Class B common stock outstanding.
 DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement relating to the 2024 annual meeting of shareholders are incorporated by reference into Part III.

 FORM 10-K

 Page

 PART
I
 Item 1.

 Business
..........................................................................................................................

 5 – 10

 Item 1A.
 Risk Factors
....................................................................................................................

 10 – 22
 Item 1B.
 Unresolved Staff Comments
...........................................................................................

 Item 1C.
 Cybersecurity
..................................................................................................................

 Item 2.

 Properties
........................................................................................................................

 Item 3.

 Legal Proceedings
...........................................................................................................

 Item 3A.

 Executive Officers of the Registrant
...............................................................................

 Item 4.
 Mine Safety Disclosures
.................................................................................................

 PART
II
 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
 Purchases of Equity Securities
........................................................................................

 26 – 28

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results
 of Operations..................................................................................................................

 29 – 35

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk
........................................

 Item 8.

 Financial Statements and Supplementary Data..............................................................

 36 – 66

 Item 9.

 Changes in and Disagreements with Accountants on Accounting
and Financial
 Disclosure
.......................................................................................................................

 Item 9A.

 Controls and Procedures
.................................................................................................

 Item 9B.
 Other Information
...........................................................................................................

 Item 9C.
 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
............................

 PART
III
 Item 10.

 Directors, Executive Officers and Corporate Governance.............................................

 Item 11.

 Executive Compensation
................................................................................................

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related
 Stockholder Matters
........................................................................................................

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence
...............

 Item 14.

 Principal Accountant Fees and Services
.........................................................................

 PART
IV
 Item 15.

 Exhibits and Financial Statement Schedules
..................................................................

 Item 16.
 Form 10-K Summary.

 Forward-looking Information

The
should
be
read
along
with
the
 including the
accompanying Notes
appearing in
this report.
Any of
the following
are "forward-looking"
 statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E
 of the Securities Exchange Act of 1934, as amended: (1) statements in this Form 10-K and any documents
 incorporated
by
reference
that
reflect
projections
or
expectations
of
our
or
 performance;
(2) statements
that
are
not
historical information;
(3) statements
of
our
beliefs,
intentions,
 plans
and
objectives for
future operations,
including those
contained in
"Management's
Discussion and
 Analysis of
Financial Condition
and Results
of
Operations"; (4) statements
relating to
our operations
or
 activities for our fiscal year ended February 3, 2024 ("fiscal 2023") and beyond, including,
but not limited
 to,
expected
of
expenditures
and
store
openings,
relocations,
 remodels and closures,
statements regarding the
potential impact of
the COVID-19 pandemic and
 responses
and
mitigation
efforts,
as
well
as
the
of
chain
disruptions,
extreme
 weather
conditions,
inflationary
pressures
and
other
on
our
of
and
condition
and
new
store
strategy;
and
 (5) statements relating to our future contingencies. When possible, we have attempted to identify forward-
 looking statements
by using
words
such
as
"will," "expects,"
"anticipates," "approximates,"
"believes,"
 "estimates,"
"hopes,"
"intends,"
"may,"
"plans,"
"could,"
"would,"
"should"
and
any
variations
or
 negative formations
of such
words and
similar expressions.
We
can give
no assurance
that actual
 or
will
not
from
those
expressed
or
implied
in
any
such
forward-looking
 statements. Forward-looking statements included in this report are based on information available to us as
filing date
of this
report, but
known and
unknown risks,
uncertainties and
other factors
 that
could
cause
to
from
those
contemplated
by
the
forward-looking
 statements.
Such
include,
but
are
not
to,
the
following:
any
or
perceived
 deterioration in the conditions that drive consumer confidence and spending, including, but not limited to,
 prevailing
social,
economic,
political
and
and
uncertainties,
levels
of
 unemployment, fuel,
energy
and
food
costs, inflation,
wage rates,
tax
rates, interest
rates, home
values,
net
worth
and
the
availability
of
credit;
in
laws,
or
government
policies
our
but
not
to
tariffs;
the
of
any
 governmental action regarding, or
responses to, the
foregoing conditions; competitive factors
and pricing
 pressures; our
ability to
predict and
respond to
rapidly changing
fashion trends
and consumer
demands;
 our ability to
successfully implement our
new store development
strategy to increase
new store openings
 and our
ability of
any such
new stores
to grow
and perform
as expected;
adverse weather,
public health
 threats
(including
the
global
COVID-19
pandemic)
or
that
may
our
sales
or
 operations;
risks
due
to
shifts
in
demand,
the
to
liquidate
excess
at
anticipated
margins;
developments
or
volatility
the
 industry or broader financial markets; and
other factors discussed under "Risk Factors"
in Part I, Item 1A
 of this annual report on Form 10-K for the fiscal year ended February 3, 2024 ("fiscal 2023"), as amended
 or supplemented, and in
other reports we file
with or furnish to
the Securities and Exchange
Commission
 ("SEC")
from
time
to
time.
We
do
not
undertake, and
expressly
decline,
any
obligation
to
update
any
 such forward-looking information contained
in this report,
whether as a
result of new
information, future
 events, or otherwise.

As used herein,
the terms "we,"
"our,"
"us," the "Company"
or "Cato"
include The Cato
Corporation
 and
its
subsidiaries,
unless
the
context
indicates
another
meaning
and
except
that
when
used
with
 reference
to
stock
or
other
described
herein
and
in
describing
the
positions
held
by
 management of
the Company,
such terms
include only
The Cato
Corporation.
Our website
is located
at
 www.catofashions.com
where
we
make
available,
free
of
charge,
our
annual
on
Form 10-K,
 quarterly
on
Form 10-Q,
on
Form 8-K,
proxy
and
other
 (including amendments
to
these
reports) filed
or
furnished
pursuant to
Section 13(a) or
15(d)
under
the
 Securities Exchange
Act of
1934. These
reports are
available as
soon as
reasonably practicable
after we
 electronically file
these
materials with
the
SEC. We
also post
on our
website the
charters of
our
Audit,

and
Corporate
and
Nominating
Committees;
our
Corporate
 Guidelines; Code of Business Conduct and Ethics and
Code of Ethics for the
Principal Executive Officer,
 Principal Financial Officer
and Principal Accounting
Officer and
any amendments or
waivers thereto for
 any of our directors or executive officers; and any other publicly available corporate governance materials
 contemplated
by
SEC
or
New
York
Stock
regulations.
The
contained
on
our
 website, www.catofashions.com,
is not,
and should in
no way be
construed as, a
part of this
or any other
 report that we filed with or furnished to the SEC.

 PART
I
 Item 1.

 Business:
 Background

The
Company,
founded
in
1946,
operated
1,178
specialty
at
3,
2024,
in
 states,
principally
in
the
southeastern
States,
under
the
names
"Cato,"
"Cato
Fashions,"
"Cato
 Plus,"
"It's
Fashion,"
"It's
Metro"
and
"Versona."
The
Cato
concept
seeks
to
offer
quality
and
accessories
at
low
every
day,
in
junior/missy
and
plus
sizes.
The
Cato
 concept's stores and e-commerce website feature a broad assortment of apparel and accessories, including
 dressy,
career,
and
casual
sportswear,
dresses,
coats,
shoes,
lingerie,
costume
jewelry
and
handbags.
A
 major portion of the Cato concept's
merchandise is sold under its private label and is produced by various
 vendors
in
with
the
concept's
specifications.
The
It's
and
It's
Metro
 concepts offer fashion with a focus on the latest trendy styles for the entire family at low prices every day.

 The
Versona
concept's
and
e-commerce website
offer
quality fashion
apparel items,
jewelry
and
 accessories at
exceptional values
every day.
The
range in
size from
2,400 to
19,000
 square
feet
and
are
in
strip
centers
anchored
by
national
discounters
or
 market-dominant
grocery
The
emphasizes
friendly
and
coordinated
presentations
in
an
appealing
store
environment.
The
offers
its
own
card
 and layaway
plan. Credit
and layaway
sales under
plan represented
6% of
retail sales
in
2023.
See
Note
to
the
Consolidated Financial
Statements, "Reportable
Segment
Information,"
 for a discussion of information regarding the Company's two reportable segments: Retail and Credit.

The
has
operated
Cato-branded
for
The
 originated as a family-owned business and
made its first initial public offering
of stock in 1968.
In 1980,
 the Company went private and in 1987 again conducted an initial public
offering.
 Business Strategy

primary objective
is to
be the
leading fashion
specialty retailer
for fashion
and value
 in its
markets. Management believes the
Company's success
is dependent upon
its ability to
differentiate
 its stores
from department
stores, mass
merchandise discount
stores and
competing specialty
stores. The
 key elements of the Company's business strategy are:

 Merchandise
Assortment.

The
offer
a
wide
assortment
of
on-trend
and
 accessory items in primarily junior/missy,
plus sizes, men and kids sizes, toddler to
boys size 20 and girls
 size 16 with
an emphasis on color,
product coordination and selection.
Colors and styles are
coordinated
 and presented so that outfit selection is easily made.

 Value
Pricing.

The
Company offers
quality
merchandise that
is
generally priced
below comparable
offered
by
department
and
mall
specialty
chains,
but
is
more
 fashionable
than
offered
by
discount
Management
believes
that
the
has
 positioned itself as the every day low price leader in its market
segment.

 Strip
Shopping
Center
Locations.
 The
locates
its
principally
in
convenient
strip
 centers anchored by
national discounters or
market-dominant grocery stores
that attract large
numbers of
 potential customers.

 Customer Service.

Store managers
and sales
associates are
trained
to
provide prompt
and courteous
 service and to assist customers in merchandise selection and wardrobe
coordination.

 Credit and
Layaway Programs
.
The Company offers
its own credit
card and a
layaway plan to
make

 the purchase of its merchandise more convenient for its customers.
 Merchandising

 Merchandising

The
seeks
to
offer
a
broad
selection
of
high
quality
and
exceptional
value
and
 accessories
to
suit
the
lifestyles
of
and
value-conscious
customers.
In
the
 Company strives to offer on-trend fashion in exciting colors with consistent fit and
quality.

The Company's merchandise lines
include dressy, career,
and casual sportswear, dresses,
coats, shoes,
 lingerie, costume
jewelry,
handbags, men's
wear and
lines for
kids and
infants. The
Company primarily
 offers exclusive
merchandise with
fashion and
quality comparable
to mall
specialty stores
at low
prices,
 every day.

The Company believes that the collaboration of its merchandising and design teams with an expanded
 in-house
and
direct
sourcing
function
has
enhanced
offerings
and
 delivers quality,
exclusive on-trend
styles at
lower prices.
The product
development and
direct sourcing
 operations provide
research on
emerging fashion
and color
trends, technical
services and
direct sourcing
 options.

As a
part of
its merchandising
strategy,
members of
merchandising and
design staff
 visit selected
stores to
monitor the
merchandise offerings
of other
retailers, regularly
communicate with
 store operations
associates and frequently
confer with
key vendors.
also takes
aggressive
 markdowns
on
slow-selling
and
typically
does
not
carry
over
to
the
next
 season.

Purchasing, Allocation and Distribution

Although
the
purchases
from
suppliers,
most
of
its
 merchandise is
purchased from
approximately 100
primary vendors.
In
2023,
purchases from
the
largest
vendor
accounted
for
13%
of
the
total
purchases.
The
 Company is
not dependent
on its
largest vendor
or any
other vendor
for merchandise
purchases, and
the
 loss of any single vendor or group of
vendors would not have a material adverse effect on
 operating results or financial condition. A substantial portion of the Company's merchandise is sold under
 its
private
labels
and
is
produced
by
vendors
in
with
the
strict
 specifications. The Company sources a majority of its
merchandise directly from manufacturers overseas,
 primarily in
Southeast Asia.
These manufacturers
are dependent
on materials
that are
primarily sourced
 from
China. The
Company purchases
its
remaining merchandise
from
domestic importers
and
vendors,
 which typically
minimizes the
time necessary to
purchase and
obtain shipments; however,
these vendors
 are
dependent
on
materials
sourced
from
China.
The
opened
its
own
overseas
 sourcing operations in the fall of 2014, replacing the Company's former sourcing agent in 2015. Although
 a
portion
of
the
is
manufactured
overseas,
in
Southeast
 Asia, the Company does
not expect that any
economic, political, public health or
social unrest in any
one
 country
would
have
a
on
the
to
obtain
adequate
supplies
of
 merchandise.
However,
the
can
give
no
that
any
or
disruptions
in
its
 merchandise supply
chain would
not materially
and adversely
affect the
Company.
See "Risk
Factors –
 Risks Relating to Our Business – Because we source a significant portion of our merchandise directly and
 indirectly from overseas,
we are
subject to risks
associated with changes,
disruptions, increased costs
or
 other problems
affecting the
merchandise supply
chain; the
risks of
conducting international
and
risks
that
the
prevailing
social,
economic,
political,
and
other
in
the
areas
from
which
we
have
and
could
to
and
 adversely affect the Company's business, results of operations and financial condition."

An
important
of
the
strategy
is
the
allocation
of
to
individual
based
on
an
analysis
of
sales
trends
by
category,
profiles
and
climatic
 conditions.
A
provides
on
the
sales
activity
of
each
style
in
each
of
the
Point-of-sale
terminals
in
the
collect
and
 transmit sales and inventory information to the Company's central database, permitting timely response to
 sales trends on a store-by-store basis.

All merchandise is shipped directly to the Company's distribution
center in Charlotte, North Carolina,
 where it
is inspected
and then
allocated by
the merchandise
distribution staff
for shipment
to individual
 stores. The flow
of merchandise from
receipt at
the distribution center
to shipment to
stores is controlled
 by
an
online
system.
Shipments
are
made
by
carrier,
and
each
store
receives
at
least
one
 shipment per
week.
The centralization
distribution process
also subjects
it to
risks in
 the
event
of
damage
to
or
destruction
of
its
facility
or
other
disruptions
the
center
or
the
flow
of
goods
into
or
out
of
Charlotte,
North
Carolina.
See
"Risk
Factors
–
 Risks
Relating
to
Our
Technology,
Related
Systems
and
Cybersecurity
–
A
disruption
or
 shutdown of
our centralized
distribution center
or transportation
network could
materially and
 affect our business and results of operations."

Advertising

The
uses
television,
in-store
signage,
graphics,
a
website,
two
e-commerce
 websites
and
social
media
as
its
primary
advertising
media.
The
total
advertising
 expenditures
were
1.0%,
1.0%
and
0.9%
of
sales
for
years
2023,
2022
and
 2021, respectively.
 Store Operations

store operations
management team
consists of
four territorial
managers, 11
regional
 managers and 104 district managers. Regional managers receive
a salary plus a bonus based
on achieving
 targeted goals
for sales
and payroll.
District managers
receive a
salary plus
a bonus
based on
achieving
 targeted
objectives for
district sales
increases. Stores
are typically
staffed
with a
manager,
two assistant
 managers
and
additional
part-time
sales
depending
on
the
size
of
the
store
and
seasonal
 personnel needs.
In general,
store managers
are paid
a salary
or on
an hourly
basis as
are all
other store
 personnel.
Store
managers,
assistant
managers
and
sales
are
eligible
for
monthly
and
semi-
 annual bonuses based on achieving targeted goals for their respective store's sales increases.
 Store Locations

Most
of
the
are
in
the
southeastern
States in
a
variety of
markets
 ranging
from
small
towns
to
large
metropolitan
areas
with
trade
area
populations
of
20,000
or
more.
 Stores average approximately 4,500 square feet in size.

All of the
Company's stores
are leased. Approximately 93% are
located in strip shopping
centers and
 7% in enclosed
shopping malls. The
Company typically locates stores
in strip shopping
centers anchored
 by
a
national
discounter,
Walmart
Supercenters,
or
market-dominant
grocery
The
 Company's strip center locations provide ample parking and shopping convenience for its customers.

The
store
consist
of
opening
new
in
new
and
 markets,
relocating
selected
to
more
desirable
locations
in
the
same
area
and
 closing underperforming stores. The following table sets forth information
with respect to the Company's
 development activities since fiscal 2019:

 Store Development
 Number of Stores
 Beginning of
 Number
 Number
 Number of Stores
 Year
 Opened
 Closed
 End of Year
 2019.....
 1,311

 1,281
 2020.....
 1,281

 1,330
 2021.....
 1,330

 1,311
 2022.........
 1,311

 1,280
 2023.........
 1,280

 1,178

The Company periodically
reviews its store
base to determine
whether any particular
store should be
 closed based on its sales
trends and profitability.
The Company intends to continue this
review process to
 identify underperforming stores.

 Credit and Layaway

Credit Card Program
 The Company offers its own credit card, which accounted for 3.4%, 3.1% and 2.5% of
retail sales in
 fiscal 2023, 2022 and 2021, respectively. The Company's net bad debt expense was 3.6%, 2.0% and 3.0%
 of credit sales in fiscal 2023, 2022 and 2021, respectively.
 Customers applying for the Company's credit card are approved for credit if
they have a satisfactory
record
and
the
has
considered
the
customer's
to
make
the
minimum
 payment.
Customers are required
to make minimum
monthly payments based
on their account
balances.
 If
the
balance
is
not
paid
in
full
each
month,
the
assesses
the
a
finance
charge.
If
 payments are not received on time, the customer is assessed a late
fee subject to regulatory limits.
 The
introduced
its
loyalty
program
in
October
2021.
The
loyalty
program
credits
the
 customer points based on their purchases of
merchandise using the Company's proprietary
credit card.

 A
 point is earned for every dollar spent on merchandise purchases.

 A
 $5.00 rewards card is earned for every
points
accumulated
by
the
customer.
The
rewards
card
expires
days
after
the
rewards
card
is
 issued.
The fiscal 2023 loyalty program impact is immaterial to the fiscal 2023 financial statements.
The
 loyalty
program
is
accounted
for
in
with
ASU
2014-09,
 Revenue
from
Contracts
with
 Customers (Topic 606)
.

Layaway Plan
 Under
the
plan,
is
set
aside
for
who
agree
to
make
 periodic
payments.
The
Company adds
a
nonrefundable
administrative
fee
to
each
sale.
If
no
 payment is made within four weeks,
the customer is considered to have
defaulted, and the merchandise is
 returned
to
the
selling floor
and again
offered
for
sale, often
at
a reduced
price. All
payments made
by
 customers who subsequently default on their layaway purchase are returned to the customer upon request,
 less the administrative fee and a restocking fee.

 The Company defers recognition of layaway sales to the accounting period when the customer picks
 up
and
completely pays
for
merchandise.
Administrative fees
are
in
the
in
 which the
layaway is
initiated.
Recognition of
restocking fees occurs
accounting period
when the
defaults
on
the
purchase.
Layaway
sales
represented
3.0%,
2.7%
and
 2.7% of retail sales in fiscal 2023, 2022 and 2021, respectively.

 Information Technology Systems

The
daily
and
merchandising
that
is
used
by
management to
enhance
the
timeliness
and
effectiveness
of
purchasing and
 pricing
decisions.
Management
uses
a
daily
comparing
sales
with
planned
sales
and
a
 weekly
ranking
to
monitor
and
purchasing
decisions.
Weekly
are
also
produced
 which reflect
sales, weeks
of
supply of
inventory and
other critical
data by
product categories,
by store
 and by various levels of
responsibility reporting. Purchases are made based
on projected sales, but can
be
 modified to accommodate unexpected increases or decreases in demand
for a particular item.

Sales information
is projected
by merchandise
category and,
in
some cases,
is
further projected
and
performance measured
by
stock
keeping
unit
(SKU).
Merchandise
allocation
models
are
used
to
 distribute
to
individual
based
upon
sales
trends,
climatic
conditions,
 customer demographics and targeted inventory turnover rates.
 Competition

The women's
retail apparel
industry is
highly competitive.
believes that
the principal
 competitive factors
in its
industry include
merchandise assortment
and presentation,
fashion, price,
store
 location
and
service. The
Company competes
with
chains that
operate similar
women's
 apparel specialty stores. In addition, the Company competes with
mass merchandise chains, discount store
 chains, major
department stores, off
-price retailers
and internet-based
retailers.
Although we
believe we
 compete favorably
with respect
to the
principal competitive
factors described
above, many
direct
 and
indirect
competitors
are
well-established
national,
regional
or
local
chains,
and
some
have
 substantially greater
financial, marketing
resources.
expects its
stores in
larger
 cities and metropolitan areas to face more intense competition.
 Seasonality

Due
to
the
seasonal
nature
of
the
the
has
historically
experienced
and
 expects to continue to
experience seasonal fluctuations in its
revenues, operating income and net

 Our stores
typically generate a
higher percentage of
our annual net
sales and
profitability in the
first and
 second quarters of
our fiscal year compared to
other quarters.
Results of a
period shorter than a
full year
 may
not
be
indicative
of
expected
for
the
entire
year.
Furthermore,
the
seasonal
nature
of
our
 business may affect comparisons between periods.

 Regulation

The
and
it
to
a
wide
range
of
local,
state,
national
and
 international laws
and regulations
in a
variety of
areas, including
but not
limited to,
trade, licensing
and
 permit
requirements,
import
and
export
privacy
and
data
protection,
regulation,
 environmental
recordkeeping
and
tariffs,
taxes,
 and anti-corruption.
Though compliance with these
laws and regulations has
not had a
material effect on
 our capital
expenditures, results
of operations
or competitive
position in
fiscal 2023,
faces
 ongoing
risks
to
its
efforts
to
comply
with
these
laws
and
and
risks
to
 noncompliance,
as
below
throughout
the
"Risk
Factors"
section
and
in
particular
 under
"Risk Factors – Risks Relating to Accounting and Legal Matters –
Our business operations subject
 us
to
legal
compliance and
risks, as
well as
regulations and
regulatory enforcement
priorities,
 which
could
in
costs
or
liabilities,
divert
our
management's
attention
or
otherwise
 adversely affect our business, results of operations and financial condition."
 Human Capital

As
of
3,
2024,
the
employed
7,300
full-time
and
part-time
 associates. The
Company also
employs additional
part-time associates
during the
peak retailing
seasons.
 The
full-time
are
engaged
in
executive,
operating,
and
administrative
 functions in
the Home
Office
and distribution
center and
the remainder
are engaged
in store
 The Company is
not a party
to any
collective bargaining agreements
and considers its
associate relations
 to
be
good.
The
offers
a
broad
range
of
Company-paid
to
its
 medical and
dental plans,
paid vacation,
a 401(k)
plan, Employee
Stock Purchase
Plan, Employee
Stock
 Ownership
Plan,
disability
insurance,
associate
assistance
programs,
life
and
an
associate
 discount.
The
level
of
and
eligibility
vary
depending
on
the
associate's
full-time
or
part-time
 status, date
of hire,
length of
service and
level of
pay.
endeavors to
promote diversity,
to
opportunities
for
advancement,
and
to
treat
all
of
its
with
dignity
and
respect.
The
 Company constantly
strives
to
improve
its
training
programs
to
develop
associates.
Over
80%
of
store
 and field
management are promoted from
within, allowing the
Company to internally
staff its
store base.
 The
has
training
programs
at
each
level
of
store
The
also
performs
 ongoing
of
its
safety
protocols,
measures
to
promote
the
and
safety
of
its
 associates.
 Item 1A.

 Risk Factors:

An investment in our common stock involves numerous types of risks.
You
should carefully consider
 the
risk
factors,
in
addition
to
the
other
contained
in
this
report,
the
under
"Forward-looking
Information"
above
in
evaluating
our
and
any
in
our
stock.
If
any
of
the
risks
or
occur
or
persist,
our
 business, financial condition and
operating results could
be materially and
adversely affected, the
trading
 price
of
our
stock
could
decline
and
you
could
lose
all
or
a
part
of
your
in
our
stock.
The
risks
and
described
in
this
section
are
not
the
only
ones
facing
us.

 Additional risks
and uncertainties
not presently
known to
us or
that we
currently deem
immaterial
may
 also materially
and adversely
our business,
operating results,
financial condition
and value
 common stock.
 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
 to increased
interest costs
associated with
credit accounts
including revolving
credit accounts,
car loans,
 mortgage loans and other credit accounts.
In addition, the increased payments due to
higher interest rates
 deter our
customers from
purchasing discretionary
items such
as apparel,
shoes and
jewelry.
Continued
 inflationary pressures
limit our
customers' willingness
to purchase
apparel, shoe
or jewelry
products, as
 prices associated
with non-discretionary
items, including
food, fuel
and shelter
costs increase
or remain
 high,
reducing
our
Any
in
our
 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
and indirectly from overseas,
 we are subject to risks associated with changes, disruptions, increased
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. We
 are
to
chain
disruptions
transit
times
and
issues
to
a
 sustained drought
in Panama
that is
causing longer
transit times
through the
Panama Canal
and limiting
 the number of containers on a vessel due to vessel draft restrictions.
We
also face disruptions from issues
 related to
vessels transiting the
Suez Canal and
Red Sea, which
are being forced
to travel
a much
longer
 distance around the
Cape of Good
Hope due to
the hostilities in
the Middle East.
These continued issues
 have and
may continue to
drive up our
ocean freight costs,
delay merchandise deliveries,
and impact our
 ability to access the already limited supply of
ocean container shipping capacity that we require.
We
also
 are
to
domestic
chain
disruptions,
lack
of
domestic
intermodal
transportation
 (trucks
and
drivers),
domestic
port
congestion,
dwell
times
for
incoming
container
 ships, lack
of container
yard capacity
and lack
of available
drayage from
the ports
 that impact our domestic
supply chain.
These supply chain risks
have and may continue
to result in
both
 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.

 We
directly import
some of
this merchandise
and indirectly
import the
remaining merchandise
from
 domestic vendors who acquire the merchandise from foreign
sources. Further, our third-party
vendors are
 dependent on materials
primarily sourced from China.
As a result,
we are subject
to numerous risks
that
 can cause significant delays or interruptions in the supply of our merchandise
or increase our costs.
These
 risks
political
unrest,
labor
disputes,
terrorism,
war,
threats,
but
not
to
communicable
diseases
(such
as
COVID-19),
or
other
forms
of
instability
or
other
resulting in
the
disruption
of
trade
from
our
chain,
 requirements for imported
merchandise, or the
imposition of, or
changes in, laws,
regulations or changes
 in duties,
quotas, tariffs,
taxes or
governmental policies
regarding or
responses to
these matters
the
availability
or
cost
of
imports.
In
geopolitical
tensions,
sanctions,
 prohibitions,
additional
tariffs,
and
have
resulted
in
costs
with
produced
in
regions.
Any
new
sanctions,
tariffs
and
 requirements enacted in
the future may
further increase our
costs associated with
sourcing products from
 those
regions
or
limit
our
to
procure
the
we
source,
and
our
to
these
 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. Any of these
 can materially
and adversely affect
our business
and results
of operations.
increased energy
 and transportation
costs have
caused
us significant
cost increases
from time
to
time, and
future adverse
in
these
costs
or
the
disruption
of
the
means
by
which
is
transported
to
us
could
 cause additional
cost increases
or interruptions
supply chain,
which could
be significant.
Further,
 we are subject to
increased costs or potential disruptions
impacting any port or
trade route through which
 our products
move, or we
may be
increased costs
and delays if
forced to route
freight through
 different
ports
than
the
ones
which
our
typically
move.
If
we
are
forced
to
 merchandise from
other countries
domestic vendors
with foreign
sources in
different
countries,
 those goods may be more expensive or of a different or inferior quality from the ones we
now sell.
 The operation of our sourcing offices in Asia presents increased operational and
legal risks.

In October
2014, we
established our
own sourcing
offices in
Asia. If
our sourcing
offices are
unable
 to successfully oversee merchandise production to ensure
that product is produced on time and
within the
specifications,
our
brand,
reputation,
of
and
 condition could be materially and adversely affected.

 In addition, the current business environment, including geopolitical issues, make operating in
 Asian
markets
challenging.
To
the
extent
we
explore
other
to
our
or
explore

 increasing
the
of
sourced
from
countries,
we
may
be
to
additional
legal
and
operational risks
with
doing
in
new
or
increasing our
 business in other countries.

 Further,
the
conducted
by
our
sourcing
offices
outside
the
States
us
to
 foreign operational risks,
as well as
U.S. and international regulations
and compliance risks, as
 elsewhere
in
this
"Risk
Factors"
section,
in
particular
below
under
"Risk
Factors
–
Risks
Relating
to
and
Legal
Matters
-
Our
us
to
legal
and
 risks, as well as regulations and regulatory enforcement priorities, which could result in increased costs or
 liabilities,
divert
our
management's
attention
or
otherwise
our
of
 operations and financial condition."
 Any actual or perceived deterioration in the conditions that drive
consumer confidence and
 spending have and may continue to materially and adversely affect consumer demand
for our
 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. from time to
time regarding budgetary, spending and
tax policies), levels
 of
employment,
fuel,
inflation,
rates,
energy
and
food
salaries
and
wage
rates
and
other
 sources
of
income,
tax
rates,
home
values,
net
worth,
the
availability
of
credit,
-
confidence
and
perceptions
of
in
or
trends
any
of
these
 conditions.
Any perception that these conditions may be worsening or continuing to trend negatively may
 significantly
weaken
many
of
these
drivers
of
consumer spending
habits.
Adverse
perceptions
of
these
or
them
also
cause
consumers
to
defer
purchases
of
 discretionary items, such
as our
merchandise, or
to purchase
cheaper alternatives to
our merchandise,
all
 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
of war
 or terrorism, political unrest
or natural disasters, outbreaks of
disease or similar events,
may also dampen
 consumer confidence,
and accordingly,
lead
to
reduced consumer
spending.
Any of
these
events could
 have a material adverse effect on our business, results of operations and financial
 Increased product costs, freight costs, wage increases and operating
costs due to inflation and
 other factors, as well as limitations in our ability to offset these cost increases by increasing
the
 retail prices of our products or otherwise, have and may continue to adversely
affect our business,
 margins, results of operations and financial condition.
 Tight
labor markets
have caused
wages to
at the
store, distribution
center and
home office
 levels, as well
as making it
more difficult to
hire new associates
and retain existing associates.
The tight
 labor
and
continued
inflation
also
are
driving
up
our
In
inflationary
 pressures on labor and raw materials
used to make our products may continue
to increase the cost we
pay
 for
our
products.
If
we
are
unable
to
the
effects
of
these
costs
to
our
by
 increasing the
retail prices
products, reducing other
expenses or
otherwise, our business,
margins,
 results of operations and financial condition may be adversely affected.
 Our
to
raise
in
response
to
these
cost
increases
is
limited,
in
part
due
to
our
unwillingness
to
pay
for
items
in
light
of
or
perceived
 effects
of
inflation
in
increasing
our
cost
of
essential
items
and
diminishing
 disposable income, sentiment or financial outlook.
Moreover, the persistence or worsening of inflationary
and
high
rates
could
also
lead
our
to
their
of
spending
on
our
even
in
the
absence
of
price
increases,
which
could
erode
our
 sales volume and adversely affect our results of operations and financial condition.

 Adverse
developments
the
or
or
concerns
involving
 liquidity,
defaults
or
non-performance
by
institutions
or
transactional
counterparties
 could adversely affect our business, financial condition or results of operations.
 Actual
involving limited
liquidity,
defaults,
non-performance or
other
developments
 that affect
financial institutions,
transactional counterparties
companies in
the financial
or
the
generally,
or
concerns
or
rumors
about
any
of
these
 kinds
or
other
risks,
have
in
the
past
and
may
in
the
lead
to
sporadic
or
market-wide
 liquidity problems that
could adversely affect
us.
If any of
our transactional counterparties,
such as
our
 merchandise vendors
and their
factors, our
landlords, our
payment processors
including credit
card, gift
 card and checks, our transportation vendors and other vendors that provide services and supplies to us, are
 unable to
access funds
or lending
arrangements with
such
a financial
institution, such
parties' ability
to
 pay their obligations could be adversely affected.
If this occurred we could be
adversely impacted by not
 receiving
the
we
ordered
or
the
payments
generated
by
our
sales,
by
not
being
able
to
receive
 products to our distribution center or
our stores in a timely
manner or at all, or
by not being able to
retain
 services from
third parties
that we
require.
These impacts
may adversely
affect our
financial condition,
of
and
our
to
execute
our
strategy.
Furthermore,
these
 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.
Any
in
our
spending
on
our
could
erode
our
sales
volume
and
 adversely affect our results of 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
to time.

Extreme
in
weather,
natural
disasters,
physical
impacts
of
change,
 threats or similar
events can influence
customer trends and
shopping habits.
For example, heavy rainfall
 or other extreme weather conditions, including but
not limited to winter weather over a
prolonged period,
 might
make
it
difficult
for
our
to
travel
to
our
and
thereby
our
sales
and
 profitability.
Our business is also susceptible to unseasonable weather conditions.
For example, extended
 periods of unseasonably
warm temperatures during the
winter season or
cool weather during
the summer
 season can
render a
portion of
our inventory incompatible
with those unseasonable
conditions.
Reduced
 sales
from extreme
or
prolonged unseasonable
weather
would
our

 The occurrence or
threat of extreme
weather, natural
disasters, power outages, terrorist
acts, outbreaks of
 flu
or
other
communicable
diseases
(such
as
COVID-19)
or
other
catastrophic
could
traffic
in
our
and
likewise
disrupt
our
to
conduct
which
would
 materially and adversely affect us.

The
long-term
impacts
of
global
are
expected
to
be
unpredictable
and
widespread.

 The
impacts
of
present
a
variety
of
The
physical
effects
of
such
as
extreme
weather
and
drought
could
our
of
 including disrupting our
supply chain, the
costs of our
products and negatively
impacting our workforce.

 In
the
impacts
of
present
transition
risks
regulatory
and
 reputational
The
cost
of
with
any
may
substantially
 increase our
costs. For
example, the
use of
certain commodities
manufacture of
our products
and
 energy
we
use
in
our
may
face
regulation
due
to
or
other
 environmental concerns, which could
increase our costs.
Furthermore, any failure of
or perceived failure
 by us
to comply
with any
potential future
climate change
regulatory requirements
including stakeholder
 expectations regarding the environment, could adversely affect our reputation and
results of operations.
 Our ability to attract consumers and grow our revenues is dependent
on the success of our store
 location strategy and our ability to successfully open new stores as planned.

Our sales are
dependent in part
on the location
of our stores in
shopping centers and malls
where we
 believe our
consumers and
potential consumers
shop.
our ability
to grow
our
revenues has
 been substantially dependent on our ability to secure space for and open new stores in attractive locations.

 Shopping centers
and malls
where we
currently operate
existing stores
or seek
to
open new
stores have
 been and
may continue
to be
adversely affected
by,
among other
things, general
economic downturns
or
 those
particularly affecting
the
commercial real
estate industry,
the
closing of
anchor
stores, changes
in
 tenant
mix
and
in
preferences,
but
not
to
an
in
 preference for online versus in-person shopping.
To take
advantage of consumer traffic and the
 preferences
of
our
consumers,
we
need
to
maintain
and
acquire
in
desirable
locations
where
 competition for suitable
store locations is
intense. A decline
in customer popularity
strip shopping
 centers where we
generally locate our
stores or in
availability of space in
desirable centers and
locations,
 or an increase in the cost of such desired space, has limited and could further limit our ability to open new
traffic
and
reducing
our
sales
and
net
or
increasing
our
 operating costs.

Our ability
to open
and operate
new stores
depends on
many factors,
some of
which are
beyond our
 control.
These
include,
but
are
not
to,
our
to
identify
suitable
store
locations,
 negotiate acceptable lease terms, secure
necessary governmental permits and approvals and
hire and train
 appropriate store personnel.
In addition, our
continued expansion into
new regions of
the country
where
 we
have
not
done
may
present
new
challenges
in
competition,
and
 merchandising as we enter these new markets. Our failure to successfully and timely
execute our plans for
 opening new stores
or the failure
of these stores
to perform up
to our expectations
could adversely affect
 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
 suffer.

Customer
tastes
and
trends,
particularly
for
women's
apparel,
are
volatile,
tend
to
 rapidly
and
cannot
be
predicted
with
certainty.
Our
success
depends
in
part
upon
our
to
 consistently anticipate, design and respond to changing merchandise trends and consumer preferences in a
 timely
manner.
Accordingly,
any
failure
by
us
to
anticipate,
identify,
design
and
respond
to
changing
trends
could
acceptance
of
our
merchandise,
which
in
turn
could
 adversely affect our business, results
of operations and our image with our
customers.
If we miscalculate
 either the
market for
our merchandise
or our
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
 may adversely affect the Company's business, results of operations and financial condition.

Our
dependence
on
vendors
to
manufacture
and
our
subjects
us
to
 numerous risks that
our vendors will
fail to perform
as we expect.
For example, the
deterioration in any
 of
our key
vendors' financial
condition, their
failure to
ship merchandise
in a
timely manner
that meets
 our specifications,
failures to
follow our
vendor guidelines
or comply
with applicable
laws and
 regulations,
compliant
labor,
environmental
practices
and
safety,
could
expose
us
to
 operational, quality,
competitive, reputational and
legal risks.
If we
are not
able to
timely or
adequately
 replace the merchandise we currently
source with merchandise produced elsewhere,
or if our vendors fail
 to
perform as
we
expect,
our
business, results
of
and
condition
could
be
 affected.
Activities
conducted
by
us
or
on
our
behalf
outside
the
States
further
us
to
 numerous
U.S.
and
international
and
risks,
as
below
under
"Risk
 Factors –
Risks Relating
to Accounting
and Legal
Matters -
Our business
operations subject
us to
legal
 compliance and litigation
risks, as well
as regulations and
regulatory enforcement priorities, which
could

 result in increased costs or liabilities,
divert our management's attention
or otherwise adversely affect our
 business, results of operations and financial condition."
 Existing and increased competition in the women's retail apparel industry may negatively impact
 our business, results of operations, financial condition and
market share.

 The
women's
is
highly
competitive.
We
compete
with
discount
mass
merchandisers,
department
off-price
retailers,
specialty
and
internet-based
 retailers, many of which have substantially greater financial, marketing and other resources
than we have.

 Many
of
our
competitors offer
frequent
promotions and
their
selling prices.
In some
cases,
our
 competitors are expanding into
markets in which we
have a significant market
presence.
In addition, our
 competitors
also
compete
for
the
same
store
space.
As
a
of
this
competition,
we
may
 experience
pricing
pressures,
marketing
expenditures,
costs
to
open
new
as
 well
as
loss
of
share,
which
could
and
our
of
 operations and financial condition.
 Our inability to effectively manage inventory has impacted and may continue
to negatively impact
 our gross margin and our overall results of operations.

Factors
sales
trends,
preferences,
calendar
and
holiday
shifts,
 competition,
weather,
chain
issues,
or
threats
and
 conditions, including
but not
limited to
continued high
interest rates
and persistent
inflation. In
must
be
ordered
well
in
advance
of
the
applicable
selling
season
and
trends
are
 confirmed by sales.
If we are
not able to
accurately predict customers'
preferences for our
fashion items,
 we may have too
much inventory, which
may cause excessive markdowns. If we
are unable to accurately
 predict demand
for our
merchandise, we may
end up
with inventory shortages,
resulting in
missed sales.
 Our
inability
to
effectively
manage
may
our
gross
margin
and
of
 Failure to attract, train, and retain skilled personnel could adversely affect our business
and our
 financial condition.

Like most
retailers, we
experience significant
associate turnover rates,
particularly among store
sales
 associates and
managers.
Moreover,
attracting and
retaining skilled
personnel has
become increasingly
 challenging in
the tight
labor market
that has
persisted since
the onset
COVID-19 pandemic.
To
 offset this
turnover as
well as
support new
store growth,
we must
continually attract,
hire and
train new
 store
to
meet
our
staffing
needs.
A
in
the
turnover
rate
among
our
store
 sales associates and managers would increase our recruiting and training costs, as well as possibly cause a
 decrease in our store
operating efficiency and productivity.
We
compete for qualified store associates, as
 well
as
experienced
personnel,
with
other
companies
in
our
or
other
industries,
 many of whom have greater financial resources than we do.

In
we
depend
on
key
personnel
to
oversee
the
operational
divisions
of
the
for
the
support
of
our
and
expansion.
The
success
of
executing
our
 business strategy
depends in
large part
on retaining
key management.
We
compete for
key management
 personnel
with
other
retailers, and
our
inability
to
attract
and
retain
qualified personnel
could
limit
our
 ability to continue to grow.

If
we
are
unable
to
retain
our
key
and
store
or
attract,
train,
or
retain
other
 skilled
personnel in
the
future,
we
may not
be
able
to
our
customers effectively
or
execute
our
 business strategy, which could adversely affect our business, operating results and financial condition.

The currently
competitive environment
for
hiring new
associates and
retaining existing
associates is
 causing
wages
to
increase,
which
has
affected
and
could
to
our
 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
well as
other factors.
manufacturers have
 and may continue to have increases in other manufacturing costs, such as transportation, labor and benefit
 costs. These increases in production costs may result in higher merchandise costs to the Company.
Due to
 the
flexibility
in
price
point,
the
may
not
be
able
to
pass
on
those
cost
 increases
to
the
consumer,
which
could
have
a
on
our
margins,
of
 operations and financial condition.
 If the Company is unable to successfully integrate new businesses into
its existing business, the
 Company's financial condition and results of operations will be adversely affected.

long-term business
strategy includes
opportunistic growth
through the
 of
new
store
concepts.
This
growth
may
require
expenditures
and
 attention. The Company may not
realize any of the
anticipated benefits of a
new business and integration
 costs
may
exceed
anticipated
amounts.
We
have
incurred
substantial
commitments
and
fixed
 costs related to our retail stores that we
will not be able to recover if our stores
are not successful and that
 have
resulted
in
and
could
in
impairment
charges.
If
we
cannot
successfully
execute
our
 growth strategies, our financial condition and results of operations may
be adversely impacted.

 Risks Relating to Our Information Technology, Related Systems and Cybersecurity:
 A
 failure or disruption relating to our information technology systems could
adversely affect our

We
rely
on
our
for
 merchandise planning,
replenishment, pricing, ordering,
markdowns and
product life
cycle management.

 In addition to
merchandise operations, we utilize
our information technology systems for
our distribution
 processes,
as
well
as
our
systems,
accounts
payable,
ledger,
accounts
 receivable, sales,
banking, inventory
and fixed
assets.
Despite the
precautions we
take, our
 systems are or may be vulnerable to disruption
or failure from numerous events, including but not limited
 to, natural disasters,
severe weather conditions,
power outages, technical malfunctions,
cyberattacks, acts
 of
war
or
terrorism,
catastrophic
or
other
causes
beyond
our
or
that
we
fail
to
 anticipate. Any disruption or failure in the operation of our information technology systems, our failure to
to
upgrade
or
improve
such
systems,
or
the
cost
with
maintaining,
repairing
or
 improving
these
systems,
could
our
of
and
 condition. Modifications and/or upgrades to
our current information technology systems may also
disrupt
 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.

The
protection
of
employee,
Company and
data
is
critical
to
the
Company.
Any
 breach, mishandling, human or programming error or other event that results in the misappropriation, loss
 or
other
unauthorized
of
employee,
or
information,
but
not
to
card
data
or
other
personally
identifiable
information,
could
severely
damage
the

 Company's reputation, expose it to
remediation and other costs
and the risks of legal
proceedings, disrupt
 its
and
otherwise
the
and
The
 security of certain of
this information also depends on
the ability of third-party
service providers, such as
 those
we
use
to
process
and
debit
card
payments
as
described
below
under
"We
are
to
 payment-related
risks,"
to
properly
handle
and
protect
such
information.
Our
and
 those of our
third-party service providers are
subject to ongoing and
persistent cybersecurity threats from
 those seeking unauthorized
access through means
which are
continually evolving and
may be difficult
to
 anticipate or detect for long periods
of time.
Despite measures the Company takes
to protect confidential
 information against
unauthorized access
or disclosure, which
measures are
ongoing and
may continue
to
our
there
is
no
that
such
measures
will
prevent
the
compromise
of
such
 information. If
our measures
are unsuccessful
due to
cyberattacks or
otherwise, it
could have
a material
on
the
reputation,
results,
condition
and
cash
 flows.
In addition, the
Company may be
subject to ransomware
attacks, which if
successful could result
 in
disruptions
to
the
and
expose
it
to
remediation
and
other
risks
of
legal
 proceedings,
damage the
reputation
and
otherwise adversely
the
Company's business
 and financial condition.
 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
products is
centralized in
one distribution
center in
Charlotte, North
Carolina
 and
distributed
our
network
of
carriers.
The
we
is
 shipped directly to
our distribution center,
where it is
prepared for shipment
to the appropriate
stores and
 subsequently delivered
to
the
by our
third-party freight
carriers.
If the
center or
our
 third-party freight carriers were
to be shut down
or lose significant capacity
for any reason, including but
 not limited to, any of the causes described above under "A failure or disruption
relating to our information
could
our
business,"
our
would
likely
be
seriously
 disrupted.
Such problems could occur as the result of any loss, destruction or impairment of our ability to
 use
our
distribution center,
as
well
as
any broader
problem generally
the ability
to
ship
goods
 into our distribution center or deliver goods
to our stores.
As a result, we could incur significantly higher
 costs and longer lead
times associated with distributing our
products to our stores
during the time it
takes
 for us to reopen or
replace the distribution center and/or our transportation network. Any such
occurrence
 could adversely affect our business, results of operations and financial condition.
 The Company's failure to successfully operate its e-commerce websites or fulfill customer
 expectations could adversely impact customer satisfaction, our reputation
and our business.

Although
the
Company's e-commerce
platform provides
another channel
to
drive
incremental
sales,
 provide existing customers the online shopping experience and introduce the Company to a new customer
 base,
it
also
exposes
us
to
numerous
We
are
to
failures
in
the
efficient
and
 uninterrupted
operation
of
our
websites,
contact
center
or
our
center,
failures
caused
by
telecommunication
providers,
order
volumes
that
exceed
our
present
 system capabilities, electrical outages,
mechanical problems and human error.
Our e-commerce platform
 may also expose us
to greater potential for
security or data
breaches involving the unauthorized access
to
 or
of
information,
as
above
under
"A
breach
that
in
 unauthorized
access
to
or
of
employee,
or
or
a
ransomware
 attack could
our costs,
reputation and
results of
operations, and
efforts to
mitigate these
 risks may
continue to
increase our
costs." We
are also
risk related
to delays
or failures
 performance of third parties, such as shipping companies, including
delays associated with labor strikes or
 slowdowns or
adverse weather
conditions. If
does not
successfully meet
the challenges
of
e-commerce
websites
or
fulfilling
expectations,
the
and
sales
 could be adversely affected.

 We are subject to payment-related risks.

We
accept payments
using a
variety of
methods, including
third-party credit
cards, our
own branded
card,
debit
cards,
gift
cards
and
physical
and
electronic
bank
checks.
For
and
 payment methods we offer to our customers, we are subject to fraud risk and
to additional regulations and
(including
obligations
to
implement
enhanced
authentication
processes
that
 could
in
costs
and
the
ease
of
use
of
payment
methods).
For
 payment
methods,
and
debit
cards,
we
pay
interchange
and
other
fees,
which
have
from
time
to
time
and
may
to
over
time,
raising
our
costs
and
 lowering profitability. We
rely on third-party service providers for payment processing
services, including
 the
processing
of
and
debit
cards.
In
each
case,
it
could
disrupt
our
business if
these
providers
become
unwilling
or
unable
to
these
to
us.
We
are
also
to
 payment
card
association
data
certification
and
 rules governing
electronic funds
transfers, which
could change
or be
reinterpreted to
make it
difficult or
 impossible for us
to comply.
If we fail
to comply with
these rules or
requirements, or if
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
 our
and
process
electronic
funds
transfers
or
facilitate
other
types
of
payments,
and
our
 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
 ("ESG")
from
investors,
customers,
government
regulators
and
other
stakeholders
may
 impose additional reporting requirements, additional costs and compliance

 Public companies from
across all
industries are facing
increasing scrutiny from
investors, customers,
 government regulators and other stakeholders concerning ESG matters.
In the U.S., there are various new
 rules
or
proposals
for
new
or
enhanced
emissions,
 sustainability,
workforce
diversity
and
other
human
resources
metrics,
among
other
topics.

 Complying
with
these
complex
obligations or
expectations
may
our
costs
 with compliance, disclosure and reporting.
Furthermore, evolving ESG laws, regulations and stakeholder
 expectations may
result in
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
of
 the
new
rules
and
and
proposed
regulatory requirements
in
a
timely
manner
may
 affect our reputation, business and financial performance.
 Changes to accounting rules and regulations may adversely affect our reported
results of
 operations and financial condition.

U.S.
Generally
Accepted
Principles
and
SEC
accounting,
and
 changes are
common and have
become more frequent
and significant
past several years.
Changes
 in
or
and
varying
interpretations
of
 disclosures and regulations have significantly affected our reported financial statements and those of other
 participants in
the retail
industry in
the past
and may
continue to
do so
in
the future.
Future changes
to
or
regulations may
our
of
operations and
 financial position or perceptions of our performance and financial condition.
 If
we
fail
to
protect
our
trademarks
and
other
rights
or
infringe
the
rights
of
others,
our
brand
image,
growth
strategy,
of
 operations and financial condition could be adversely affected.

We
believe
that
our
"Cato",
"It's
Fashion",
"It's
Metro",
"Versona",
"Cache"
and
"Body
 Central"
trademarks
are
integral
to
our
store
designs,
brand
recognition
and
our
to
successfully
 build
loyalty.
Although
we
have
registered
these
trademarks
with
the
U.S.
Patent
and
 Trademark Office
("PTO") and
have also
registered, or
applied for
registration of,
additional trademarks
 with
the
PTO
that
we
believe
are
important
to
our
we
cannot
give
that
these
 registrations
will
prevent
imitation
of
our
trademarks,
merchandising
concepts,
store
designs
or
private
 label merchandise or
the infringement of
our other intellectual
property rights by
others. Infringement of
 our
names,
concepts,
store
designs
or
generally,
or
particularly
in
a
manner
that
projects
 lesser quality or carries a negative connotation of
our image could adversely affect our business, financial
 condition and results of operations.

we cannot
give assurance
that others will
not try
to block
the manufacture
or sale
 private label merchandise by claiming
that our merchandise violates
their trademarks or other
proprietary
 rights.
In
the
event
of
such
a
conflict,
we
could
be
to
lawsuits
or
other
actions,
the
ultimate
 resolution of
which we
cannot predict;
however,
such a
controversy could
our business,
 financial condition and results of operations.
 Our business operations subject us to legal compliance and litigation risks, as
well as regulations
 and regulatory enforcement priorities, which could result in increased
costs or liabilities, divert our
 management's attention or otherwise adversely affect our business, results of operations and
 financial condition.

Our operations
are subject
to federal,
state and
local laws,
rules and
regulations, as
well as
U.S. and
 foreign
laws
and
to
our
in
foreign
from
which
we
our
and
operate our
sourcing offices.
Our
business is
also
to
regulatory and
 risk in
all of
these jurisdictions, including
foreign jurisdictions
that may
lack well-established
or reliable
 legal
for
resolving
legal
disputes.
Compliance
risks
and
have
arisen
and
may
to
arise
in
the
ordinary
course
of
our
and
include,
among
other
issues,
issues,
employment
issues,
commercial
disputes,
product-oriented
tax,
 relations and personal injury claims. International
activities subject us to numerous U.S.
and international
 regulations, including but not limited to, restrictions on trade, license and permit requirements, import and
 export
license
requirements,
privacy
and
data
protection
laws,
environmental
laws,
records
and
regulations,
tariffs
and
taxes
and
anti-corruption
laws,
such
as
the
Foreign
 Corrupt Practices Act, violations
of which by employees
or persons acting on
behalf may
 result in
significant investigation
costs, severe
criminal or
civil sanctions
and reputational
harm.
These
 and
other
to
which we
may
be
could
negatively
our
 and financial condition. These matters frequently raise complex factual and legal issues, which are subject
 to
risks
and
and
could
divert
time.
The
may
also
be
to
regulatory
review
and
audits,
the
of
which
could
and
our
 business, results of
operations and financial condition.
In addition, governing laws,
rules and regulations,
 and interpretations
of existing
laws
are subject
to
change from
time to
time.
Compliance and
could
in
unexpected
and
liability,
as
well
as
have
an
on
our
 operations and our reputation.

New
legislation
or
regulation
and
interpretation
of
laws
and
regulations,
those
to
data
privacy,
or
ESG
could
our
costs
of
compliance,
 technology and business operations. The interpretation of existing or new laws
to existing technology and
 business practices can be uncertain and may lead to additional compliance
risk and cost.
 Adverse litigation matters may adversely affect our business and our financial

From
time
to
time
the
is
involved
in
and
other
our
 Primarily these arise in the
normal course of business but are
subject to risks and uncertainties, and
could

 require
time.
The
periodic
evaluation
of
litigation-related
 may change our assessment in
light of the discovery of
facts with respect to legal
actions pending against
 us, not
presently known to
us or
by determination of
judges, juries
finders of
fact. We
may also
 be
subjected
to
legal
not
yet
known
to
us.
Adverse
decisions
or
settlements
of
disputes
may
 negatively impact our business, reputation and financial condition.
 Maintaining and improving our internal control over financial reporting
and other requirements
 necessary to operate as a public company may strain our resources, and
any material failure in
 these controls may negatively impact our business, the price of our common
stock and market
 confidence in our reported financial information.

As a public
company, we
are subject to
the reporting requirements
of the Securities
Exchange Act of
 1934, the
Sarbanes-Oxley Act
of 2002,
the rules
SEC and
New York
Stock Exchange
and certain
 aspects of the Dodd-Frank Wall
Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and
 related rule-making that
has been and
may continue to
be implemented over
the next several
years under
 the mandates of the Dodd-Frank Act. The
requirements of these rules and regulations have increased, and
 may continue to increase, our compliance costs and
place significant strain on our personnel, systems and
 resources.
To
satisfy
the
SEC's
rules
implementing
the
of
Section
of
the
Sarbanes-
 Oxley Act
of
2002, we
must continue
to
document, test,
monitor and
enhance our
internal control
over
 financial reporting, which is
a costly and time-consuming effort
that must be re-evaluated
frequently. We
 cannot give
assurance that
our disclosure
controls and
procedures and
our internal
control over
 reporting, as
defined by applicable
SEC rules,
will be adequate
in the future.
Any failure
to maintain the
 effectiveness
of
over
or
to
comply
with
the
other
laws
and
 regulations to
which we
are and
will continue
to be
subject, or
to
which we
may become
subject in
the
 future,
as
a
company
could
have
an
on
our
our
 condition and
the price
common stock.
our efforts
to comply
with these
existing and
 new requirements could significantly increase our compliance costs.
 Risks Relating to Our Investments and Liquidity:
 We may experience market conditions or other events that could adversely impact the valuation
 and liquidity of, and our ability to access, our short-term investments,
cash and cash equivalents
 and our revolving line of credit.

Our
short-term investments
and
cash
equivalents are
comprised of
investments in
federal,
 state, municipal
and corporate
debt securities.
The value
of those
securities may
be adversely
impacted
 by factors relating to these securities,
similar securities or the broader credit
markets in general.
Many of
 these factors
are beyond our
control, and include
but are
not limited to
changes to credit
ratings, rates of
 default, collateral
value, discount
rates, and
strength and
quality of
market credit
and liquidity,
 disruptions in the capital
markets and changes in the
underlying economic, financial and other
 that drive these
factors.
As federal, state
and municipal entities
struggle with declining
tax revenues and
 budget deficits,
we cannot
be
assured of
our ability
to timely
access these
investments if
the market
for
 these issues declines.
Similarly,
the default by
issuers of the
debt securities we
hold or similar
 could impair
the
value or
liquidity of
our investments.
The development
or persistence
of
any of
these
 conditions could
our financial
condition, results
of operations
and ability
to execute
our
strategy.
In
we
have
of
cash
and
cash
equivalents
at
 institutions that
are in
excess of
the federally
insured limits.
An economic
downturn or
development of
the
sector
and
stability
of
institutions
could
cause
us
to
 experience losses on our deposits.

Our ability
to access
credit markets
and our
revolving line
of credit,
either generally
or on
favorable
 market terms, may be
impacted by the
factors discussed in
the preceding paragraph, as
well as continued
 compliance with covenants under
our revolving credit agreement. The
development or persistence of
any

 of these
adverse factors or
failure to
comply with covenants
on which our
borrowing is conditioned
may
our financial
condition, results
of operations
and our
ability to
access our
revolving line
 of credit and to execute our business strategy.

 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. D. Cato, Chairman, President and Chief Executive Officer, beneficially
 owned approximately 51.9%
of the combined
voting power of
our common stock.
As a result,
Mr.
Cato
 has the ability to substantially influence or determine the outcome of all matters requiring approval by the
 shareholders,
the
election
of
directors
and
the
approval
of
mergers
and
other
 combinations
or
other
transactions.
Mr.
Cato
may
have
interests
that
from
 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
 the
as
a
of
his
position
as
Chief
Executive
Officer.
We
qualify
for
exemption
as
a
 "controlled
company"
from
with
New
York
Stock
governance
the
that
we
have
a
majority
of
independent
directors
on
our
Board,
an
 independent
committee
and
an
independent
governance
and
nominating
 committee.
If we
elected to
utilize these
"controlled company" exceptions,
our other shareholders
could
 lose the
benefit of
these corporate
governance requirements
and the
market value
of
our common
stock
 could be adversely affected.
 There can be no assurance that we will choose to declare or be able
to declare cash dividends in
 the future.

 The declaration and payment of any dividend is subject to the approval of our Board of Directors.
Our
 Board of
Directors regularly
evaluates
our ability
to
pay a
dividend based
on many
factors,
such as
but
 not
to,
applicable
legal
requirements,
the
position
of
the
Company,
contractual
 restrictions
and
our
allocation strategy.
There
can
be
no
that a
cash
dividend
will
be
 declared in the future in any particular amount, or at all.

 Our operating results are subject to seasonal and quarterly fluctuations,
which could adversely
 affect the market price of our common stock.

Our business
varies with
general seasonal
trends that
are characteristic
retail apparel
industry.

 As a
result, our
stores typically
generate a
higher percentage
annual net
sales and
profitability in
 the
first
and second
quarters of
our
year
compared to
other
quarters.
Accordingly,
our
 results for
any one
fiscal period
are not
necessarily indicative
of results
to
be expected
from any
 period,
and
such
seasonal
and
quarterly
fluctuations
could
the
price
of
our
 common stock.
 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
stock and
 make its trading price more volatile.

The trading
price of
our common
stock at
times has
been, and
is likely
to continue
to be,
 significant volatility.
A variety of
factors may cause
the price of
our common stock to
fluctuate, perhaps

 substantially,
including,
but
not
to,
those
elsewhere
in
this
report,
as
well
as
the
 following: low
trading volume;
general market
fluctuations resulting
from factors
not directly
related to
 our operations or the inherent value of
our common stock; announcements of developments related to our
 business; fluctuations in our reported operating results; general conditions or trends affecting or perceived
 to affect
the fashion and
retail industry; conditions or
trends affecting or
perceived to affect
the domestic
 or global
economy or
the domestic
or global
credit or
capital markets;
changes in
financial estimates
or
 the scope
of coverage
given to
our Company
by securities
analysts; negative
commentary regarding
our
and
corresponding
short-selling
behavior;
relations
developments;
 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,
 have
experienced
extreme
price
fluctuations
that
have
at
times
been
unrelated
to
the
 performance of
those companies.
Such fluctuations
and market
volatility based
on these
 may materially and adversely affect the market price of our common stock.

 Item 1B.

 Unresolved Staff Comments:

None.
 Item 1C.

 Cybersecurity:
 Risk Management Strategy

We
recognize
the
importance
of
effectively
managing
risk
in
protecting
our
and
employees,
and
we
manage
risk
as
part
of
our
overall
risk
and
processes.
We
maintain
a
process
designed
to
identify,
assess
and
manage
risks
from
threats,
risks
to
theft
of
data,
 payment cards, disruption
to business operations
or financial reporting
systems, fraud, extortion,
harm to
 employee
data
and
violation
of
privacy
laws.
In
recent
years,
we
have
our
in
risk
management within
our
environment and
have
developed an
enterprise
 program designed
to
detect, identify,
classify and
mitigate cybersecurity
data security
threats.
 This
program classifies
potential threats
by
risk
levels,
and
we
typically prioritize
our
threat
mitigation
 efforts
based
on those
risk classifications.
In the
event
we
identify a
potential cybersecurity,
privacy or
 other data security issue,
we have defined procedures for
responding to such issues,
including procedures
 that
address
when
and
how
to
engage
with
executives,
our
Board
of
Directors,
other
 stakeholders and
law enforcement
when responding
to
such
issues. Additionally,
various aspects
of
our
 cybersecurity program,
particularly compliance
with the
Payment Card
Industry standards,
are regularly
 reviewed by independent third
parties. We
also maintain cybersecurity insurance, which
we believe to
be
 commensurate
with
our
size
and
the
nature
of
our
as
part
of
our
comprehensive
 portfolio.

We
utilize
intrusion
detection
and
prevention
and
vulnerability
and
penetration
 testing to
monitor our
environment. We
also use
third-party software
to test
our employees' responses
to
 suspicious emails and to
inform targeted cyber
awareness training.
Our information security and
privacy
 policies
are
informed
by
regulatory
and
are
reviewed
periodically
for
and
 alignment
with
state
and
federal
laws
and
regulations.
We
comply
with
applicable
standards,
including the
Payment Card
Industry
Data
Security
Standard ("PCI
DSS").
Because
 we
are
aware
of
the
risks
with
providers,
we
also
have
implemented
 processes
to
oversee
and manage
these
We
conduct
assessments
of
providers
engagement
and
maintain ongoing
monitoring to
help
ensure
compliance with
our
 standards.

we
maintain
a
incident
response
plan,
which
is
reviewed
regularly,
and
 provides
a
framework
for
handling
and
escalating
incidents
based
on
the
severity
of
the
 incident and facilitates cross-functional coordination across the Company.

Through the
processes described
above,
we
did
not
identify
risks
during the
year
ended
 2024 from current or
past cybersecurity threats or cybersecurity
incidents that have materially affected
or
 are
reasonably
likely
to
our
strategy,
of
or
However,
we
face
ongoing
risks
from
threats
that,
if
realized,
are
 reasonably likely
to
materially affect
our
business strategy,
of
operations, or
financial condition.
 See
the
risk
under
the
heading,
"Risk
Factors
—
Risks
Relating
to
Our
 Technology,
Related Systems and Cybersecurity" for further information.

Our
Board
of
Directors
recognizes
the
important
roles
that
and
mitigating
 cybersecurity and other data security threats
play in our efforts
to protect and maintain the
confidentiality
 and security of
customer, employee and
vendor information, as
well as non-public
information about our
 Company.
Although
the
Board
as
a
whole
is
ultimately
responsible
for
the
oversight
of
our
risk
function,
the
Board
has
delegated
to
its
Audit
primary
responsibility
for
 oversight
of
risk
assessment
and
risk
risks
to
and
other
issues.
The
Audit
also
oversees
the
over
 reporting, including
with respect
to financial
reporting-related information
systems. The
Chief Financial
 Officer (CFO) and Chief
Accounting Officer (CAO) meet regularly
with the Audit Committee and
Board
 of Directors.

The
Audit
quarterly
our
activities,
review
of
annual
 external assessment
results, training
results, and
discussion of
cybersecurity risks
and resolutions,
and is
 responsible for elevating
significant matters to
the Board as
events arise.
The Audit
Committee receives
from
our
Chief
(CIO)
annually
our
framework,
as
 well as our plans to mitigate cybersecurity risks and respond to any data breaches.

From
a
perspective,
our
enterprise
is
overseen
by
our
 committee, which is chaired by our
CFO and includes our CAO, CIO, Chief
Information Security Officer
 (CISO),
as
well
as
key
members
of
and
audit.
Our
 cybersecurity infrastructure
is
overseen by
our
CISO, who
to
our
CIO.
Our
CIO reports
to
our
 CFO
and
has
served
in
roles
in
and
for
over
 Item 2.

 Properties:

distribution center
and general
offices
are located
in a
Company-owned building
of
552,000
square
feet
on
a
15-acre
tract
in
Charlotte,
North
Carolina.
The
automated
handling
and
occupy
418,000
 square
feet
of
this
building
and
its
offices
and
training
center
are
in
the
 remaining 134,000
square feet.
A building
of approximately
24,000 square
feet located
on a
2-acre tract
 adjacent
to
the
location is
used
for
e-commerce
storage.
The
Company also
owns
acres
of
land
in
York
County,
South
Carolina
as
a
new
site
for
our
 distribution center.

 Item 3.

 Legal Proceedings:

From time
to time,
claims are
asserted against
arising out
of operations
ordinary

 course
of
The
currently
is
not
a
party
to
any
pending
that
it
believes
is
 likely to have a
material adverse effect on
financial position, results of
operations or cash
 flows. See Note 15, "Commitments and Contingencies," for more
information.

 Item 3A.

 Executive Officers of the Registrant:

The executive officers of the Company and their ages as of March 27, 2024
are as follows:
 Name
 Age

 Position
 John P.
D. Cato............................

 Chairman, President and Chief Executive Officer
 Charles D. Knight........................

 Executive Vice President, Chief Financial Officer
 Gordon Smith
..............................

 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
since
1986.
Since
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
off-price
concept,
 serving
as
Executive Vice
President
and
as
President and
General Manager
of
the
It's
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
by
the
since
of
2022.
From
2018
to
2020,
he
served
in
roles
with
The
Vitamin
 Shoppe,
first
as
Senior
Vice
President,
Chief
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
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:

No matters requiring disclosure.

 PART
II

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
 Equity Securities:
 Market & Dividend Information

The
Class A Common
Stock
trades
on the
New York
Stock
Exchange ("NYSE") under
 the symbol CATO.

As of March 25, 2024, 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.

 Stock Performance Graph

The
graph
compares
the
yearly
in
the
cumulative
total
shareholder
 return on
Common Stock (which
includes Class
A Stock
and Class
B Stock)
for each
of
 the
last
five
years
with
(i)
the
Dow
Jones
U.S.
Retailers,
Apparel
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
 RUSSELL 2000

 2/1/2019
 1/31/2020
 1/29/2021
 1/28/2022
 1/27/2023
 2/2/2024

The graph assumes an initial investment of $100 on February 1, 2019,
the last trading day prior to the
 commencement of the Company's 2019 fiscal year, and that all dividends were reinvested.

 Issuer Purchases of Equity Securities

The following table summarizes the Company's purchases of its common stock for the three months
 ended February 3, 2024:
 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 2023
 -
 $
 -
 -
 December 2023
 -
 -
 -
 January 2024
 -
 -
 -
 Total
 -
 $
 -
 -
 909,653
 (1)
 Prices include trading costs.
 (2)
 During
the
fourth
quarter
ended
3,
2024,
the
did
not
repurchase
or
retire
any
 shares under
this program.
As of
2024, the
Company had
909,653 shares
remaining in
 open authorizations. There is no
specified expiration date for the Company's
repurchase program.

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results
of Operations:

Management's
Discussion and
Analysis of
Financial Condition
and Results
of Operations
is intended
 to provide information to assist readers in better
understanding and evaluating our financial condition and
of
The
should
be
read
in
conjunction
with
the
 Financial Statements, including the accompanying Notes appearing in
Part II, Item 8 of this
annual report
 on Form 10-K.
This section of the annual report
on Form 10-K generally discusses fiscal 2023
and fiscal
 2022
and
year-to-year
comparisons
2023
and
2022,
as
well
as
2021
 items.
Discussions
of
2021
items
and
year-to-year
comparisons
2022
and
 2021 that are not included
in this Form 10-K can
be found in "Management's
Discussion and Analysis of
Condition
and
Results
of
Operations"
in
Part
II,
Item
of
the
annual
on
 Form 10-K for the fiscal year ended January 28, 2023.
 Recent Developments
 Inflationary Cost Pressure and High Interest Rates

Our
disposable
was
negatively
impacted
by
high
rates
and
continued
 inflation related to
fuel, food, housing,
including rent, and
other consumable products
and a flattening
of
 wage rates in 2023. The
persistence of high interest rates and
inflation negatively affected our customers'
 willingness to purchase discretionary items such as apparel, jewelry
and shoes.

Though the Federal Reserve paused
raising rates in the
fall of 2023, it
has indicated it is
committed to
 maintaining
rates
at
or
near
these
elevated
levels
until
inflation
subsides
to
its
targeted
levels.

 These high interest rates have adversely affected the availability and cost of credit for both businesses and
 our
customers.
Increasing
costs
to
credit,
auto
loans
and
mortgages
to
 negatively
our
Our
willingness
to
our
 products may continue to be negatively impacted by these inflationary
pressures and high interest rates.

We
believe continued
inflation and
high interest
rates negatively
impacted fiscal
2023 and
will likely
 continue to have a negative impact on
consumer behavior and, by extension, our results of
operations and
 financial condition during fiscal 2024.
 Merchandise Supply Chain

A
of
our
is
manufactured
overseas,
principally
Southeast
Asia,
and
 traverses through the Panama Canal or
the Suez Canal.
Due to a sustained regional
drought, the Panama
 Canal
has
reduced
the
of
transits
by
37%
and
has
also
reduced
the
permissible
 draft of vessels
transiting the Panama Canal,
which reduces the volume
and number of
containers carried
 by container
ships and
increases our
The recent
hostilities affecting
the Red
Sea and
Suez Canal
 are
causing
container
ships
to
travel
a
much
longer
distance
around
the
Cape
of
Good
Hope,
which
is
 increasing both lead times for merchandise during our key selling times and our costs to ship
these goods.

 Both of these situations have negatively impacted 2023 and will likely continue to have a negative impact
 on our results of operations and financial condition during fiscal 2024.

 Results of Operations

The table below sets forth certain financial data of the Company
expressed as a percentage of
 retail sales for the years indicated:
 Retail sales..
 100.0
 %
 100.0
 %
 Other revenue
 1.1
 0.9
 Total revenues.
 101.1
 100.9
 Cost of goods sold..
 66.3
 67.7
 Selling, general and administrative.
 36.1
 32.3
 1.4
 1.5
 0.7
 0.8
 Income (loss) before income taxes
 (2.0)
 0.2
 Net income (loss)..
 (3.4)
 %
 -
 %
 Fiscal 2023 Compared to Fiscal 2022

Retail sales
decreased by
6.9% to
$700.3 million
2023 compared
to $752.4
million in
 2022. The decrease in
retail sales in fiscal
2023 was primarily due
to a 5.9% decrease
in same-store sales
 and
sales from
closed stores
in
2022
and
closed
in
the
first
half
of
2023,
partially offset
by
an
 additional
week of sales
in 2023 and a
small increase in
sales from stores opened in 2023. Fiscal
2023 had
 53 weeks
versus 52
weeks in
fiscal 2022.
Same-store sales
for the
fiscal year
2023 decreased
 due
to
lower
transactions,
by
fewer
returns
and
slightly
average
sales
per
 transaction. Same-store
sales includes
stores that
have been
open more
than 15
months. Stores
that have
 been relocated or expanded are also included in the same-store sales calculation after they have been open
 more
than
months.
In
2023 and
2022,
e-commerce sales
were less
than
5%
and
6%
of
 total sales and same-store sales, respectively.
The method of calculating same-store sales varies across the
industry.
As
a
result,
our
same-store
sales
calculation
may
not
be
comparable
to
similarly
titled
 measures
by
other
companies.
Total
revenues,
comprised
of
sales
and
other
revenue
 (principally finance
charges and
late
fees
on
customer accounts
receivable, gift
card
breakage, shipping
 charges for e-commerce purchases
and layaway fees), decreased by 6.7%
to $708.1
million in
fiscal 2023
to
$759.3
in
2022.
The
operated
1,178
at
3,
2024
 compared to 1,280 stores operated at January 28, 2023.

In fiscal 2023, the Company opened nine new stores and closed 111 stores.

Other
revenue,
a
of
total
revenues,
to
$7.7
in
2023
from
$6.9
in
2022.
The
was
due
to
increases
in
gift
card
breakage
and
finance
charges
with
the
proprietary
card,
by
decreases
in
e-commerce
 shipping revenue.

revenue
of
$2.6
represented
0.4%
of
total
revenue
in
2023,
a
$0.4
 increase compared to fiscal 2022 credit
revenue of $2.2 million or 0.3% of
total revenue.
The increase in
 credit revenue was
primarily due to
increases in finance
charges and late
fee income as
a result of
 accounts receivable
balances.
Credit revenue
is comprised
of interest
earned on
private
 label credit
card portfolio
and related
fee income.
Related expenses
principally payroll,
postage
 and
other
administrative
and
totaled
$1.7
in
2023
to
$1.7
in
2022.
See
Note 13
to
the
Consolidated Financial
"Reportable Segment
Information"
 for
a schedule
of
credit-related expenses.
Total
credit segment
income before
taxes
was $0.9
million in
 fiscal 2023 and $0.6 million in fiscal 2022.

Cost
of
goods sold
was $464.3
million, or
66.3% of
sales, in
2023 compared
to
$509.7
 million, or 67.7% of retail sales, in fiscal 2022. The decrease in cost of goods sold as a percentage of sales
 resulted
from
lower
ocean
costs
and
sales
of
regular
priced
goods,
by deleveraging
of
occupancy and
buying costs.
Cost of
goods sold
includes
merchandise costs,
 net
of
discounts
and
allowances,
buying
occupancy
and
and
shrinkage.
Net
costs
and
in-bound
are
capitalized
as
 Buying and distribution costs include
payroll, payroll-related costs and operating expenses for
the buying
 departments
and
center.
Occupancy
rent,
real
estate
taxes,
insurance,
area
maintenance,
utilities
and
maintenance
for
and
facilities.
Total
gross
 margin
dollars
(retail
sales
less
cost
of
goods
sold
and
excluding
depreciation)
decreased
by
2.8%
to
 $236.0 million
2023 from
$242.7 million
2022. Gross
margin as
presented may
not be
 comparable to that of other companies.

Selling, general
and administrative expenses
("SG&A"), which
primarily include corporate
and store
 payroll,
payroll
taxes
and
benefits,
insurance,
supplies,
advertising,
bank
and
card
 processing fees were $252.8 million in fiscal
2023 compared to $242.6 million in fiscal
2022, an increase
 of 4.2%. As a percent of retail sales, SG&A was 36.1% compared to 32.3% in the prior year. The increase
 in SG&A
expense in
fiscal 2023
was primarily
attributable to
higher payroll,
insurance and
closed store
 expenses.

was
$9.9
in
2023
to
$11.1
in
2022.
decreased
from
2022
due
to
fully
depreciated
older
and
prior
 impairments
of
leasehold
improvements
and
fixtures,
by
store
and
 information technology expenditures.

Interest and
other income
decreased to
$5.1 million
2023 compared
to $5.9
million in
 2022.
The
decrease
is
attributable
to
receiving
a
Business
Recovery
Grant
from
the
State
of
 North
Carolina
in
2022,
by
earned
on
due
to
 interest rates.

Income tax expense was
$10.1 million, or 1.4%
of retail sales in
fiscal 2023 compared to
income tax
of
$1.7
or
0.2%
of
sales
in
2022.
The
tax
was
 primarily due to a valuation allowance
recorded against U.S. federal and state
deferred tax assets due to
a
 pre-tax loss,
partially offset
by foreign
rate differential.
The effective
tax rate
was (73.5%)
(Expense) in
2023
to
98.4%
(Expense)
in
2022.
See
Note
to
the
 Statements, "Income Taxes," for further details.
 Off-Balance Sheet Arrangements

None.
 Critical Accounting Policies and Estimates

accounting policies are
more fully described
in Note
1 to the
Consolidated Financial
 Statements.
As
disclosed
in
Note
to
the
the
preparation
of
the
in
conformity
with
accepted
principles
in
the
States
("GAAP")
requires
to
make
and
assumptions
about
 that
the
amounts reported
in
the
financial statements
and
accompanying notes.
Future events
and
 their
effects
cannot
be
determined
with
absolute
certainty.
Therefore,
the
determination
of
 requires
the
exercise
of
judgment.
Actual
inevitably
will
from
those
estimates,
and
such
 differences
may
be
to
the
statements.
The
most
 inherent in the preparation of the Company's financial statements include the calculation of potential asset
 impairment, income tax
valuation allowances, reserves relating
to self-insured health
insurance, workers'

 compensation, general
and auto
insurance liabilities,
uncertain tax
positions, the
allowance for
 credit losses, and inventory shrinkage.

The Company's critical accounting policies and estimates are discussed with the Audit Committee.
 Allowance for Customer Credit Losses

The Company evaluates
the collectability
of customer
accounts receivable
and records
an allowance
 for customer
credit losses
based on
the accounts
receivable aging and
estimates of
actual write-offs.
The
 allowance is
reviewed for
adequacy and
adjusted, as
necessary,
on a
quarterly basis.
also
 provides
for
uncollectible
late
fees
charged
based
on
write-offs.
The
 financial results
can be
impacted by
changes in
customer loss
write-off experience
and the
aging of
the
 accounts receivable portfolio.

Merchandise Inventories

inventory is
valued using
the weighted-average
cost method
and is
stated at
the net
 realizable value. Physical inventories
are conducted throughout the
year to calculate actual
shrinkage and
 inventory on
hand. Estimates
based on
actual shrinkage results
are used
to estimate
inventory shrinkage,
 which is
accrued for
the period
between the
last physical
inventory and
the financial
reporting date.
The
regularly
its
levels
to
identify
slow
moving
and
uses
 markdowns to clear slow moving inventory.

Lease Accounting
 The Company determines whether an arrangement is a lease at inception. The Company has operating
 leases for
offices,
warehouse space
and equipment.
Its leases
have remaining
lease terms
of
one
 year to 10 years, some of which
include options to extend the lease term for
up to five years, and some of
 which
to
terminate
the
lease
one
year.
The
Company considers
these
in
 determining
the
lease term
used
to
establish its
right-of-use assets
and lease
liabilities. The
 lease agreements do not contain any material residual value guarantees or material
restrictive covenants.
 As
most
of
the
do
not
an
implicit
rate,
the
uses
its
 incremental
borrowing
rate
based
on
the
at
commencement
date
of
the
lease
in
 determining the present
value of lease
payments.
See Note 11
to the
Consolidated Financial Statements,
 "Leases" for further information.

Impairment of Long-Lived Assets

The
Company invests
in
leaseholds,
right-of use
and
equipment primarily
in
connection
with
 the opening and remodeling of stores
and in computer software and hardware. The
Company periodically
 reviews its store
locations and estimates
the recoverability of
its long-lived assets,
which primarily relate
 to
Fixtures
and
equipment,
Leasehold
improvements,
Right-of-use
net
of
Lease
and
equipment
and
software.
An
impairment
charge
is
for
the
by
 which the
carrying value
exceeds the
estimated fair
value when
determines that
projected
 cash flows associated with those long-lived assets will not be sufficient to recover the carrying value.
This
 determination is based on a
number of factors, including the store's
historical operating results and future
 projected cash flows, which include contribution margin projections. The Company assesses the fair value
 of each lease
by considering market
rents and
any lease terms
that may adjust
market rents under
 conditions, such as the loss of
an anchor tenant or a leased
space in a shopping center not
meeting certain
 criteria. Further,
in determining when
to close a
store, the Company considers
real estate development
in
 the
area and
perceived local
market conditions,
which can
be difficult
to
predict and
may be
to
 change.

Insurance Liabilities

The
is
self-insured
for
healthcare,
workers'
and
 costs. These costs are
significant primarily due to the
large number of the
Company's retail locations
and
 associates. The Company's
self-insurance liabilities are
based on the
total estimated costs
of claims filed
 and
of
incurred
but
not
reported,
less
paid
such
claims,
and
are
not
 discounted.
Management
and
data
in
developing
its
estimates.
The
also
uses
by
outside
actuaries
with
respect
to
healthcare,
workers'
 compensation and general liability claims.
If the underlying facts and
circumstances of the claims change
 or
the
experience
upon
which
provisions
are
is
not
indicative
of
 trends, then
may be
required to
make adjustments
to the
provision for
insurance costs
that
 could
be
to
the
financial condition
and
of
Historically,
 actual results have not significantly deviated from estimates.

Uncertain Tax Positions

The Company records
liabilities for
uncertain tax
positions primarily
related to
state income
taxes as
 of the balance sheet
date.
These liabilities reflect the
Company's best
estimate of its ultimate
income tax
based
on
the
tax
codes,
regulations,
and
pronouncements
of
the
jurisdictions
in
which
we
do
Estimating our ultimate tax liability involves significant judgments regarding the
application of
 complex tax
regulations across
many jurisdictions.
Despite the
belief that
the estimates
and
 judgments
are
reasonable,
differences
the
and
tax
can
and
do
exist
 from time to time.
These differences may arise from settlements
of tax audits, expiration of the statute of
 limitations, and the evolution and application of the
various jurisdictional tax codes and regulations.
Any
 differences will
be recorded
period in
which they become
known and
could have
a material
 on the results of operations in the period the adjustment is recorded.

Deferred Tax Valuation
Allowance

The
assesses
the
likelihood
that
tax
will
be
realized
in
light
of
the
performance
and
projected
performance.
Based
on
this
 assessment, the
Company then
determines if
a valuation
allowance should
be recorded.
If the
 concludes
that
it
is
more
likely
than
not
that
the
will
not
be
able
to
realize
its
tax
 assets, a valuation allowance is recorded for the proportion of the deferred tax asset it
determines may not
 be realized.
 Liquidity, Capital Resources and Market Risk

believes that
its cash,
cash equivalents
and short-term
investments, together
with cash
 flows from operations, will be
adequate to fund the Company's
regular operating requirements, including
 $66.9
of
lease
obligations
and
planned
of
$8.7
of
expenditures,
for
 fiscal 2024 and for the foreseeable future.

Cash
by
2023
was
$0.5
as
to
 $13.4 million in
fiscal 2022
and $59.8
2021. Cash
provided by
operating activities
during 2023
 was primarily attributable to net income adjusted for depreciation, share-based compensation, impairment
 and changes in
working capital. The
decrease of $12.9
million for fiscal
2023 compared to
fiscal 2022 is
due
to
lower
net
by
a
decrease
in
inventories
and
 deferred taxes.

At
2024,
the
Company had
working
of
$55.1 million compared
to
$74.7 million
 and
$111.5
at
28,
2023
and
29,
2022,
respectively.
The
decrease in
working

to
the
prior
year
is
due
to
lower
and
lower
inventory,
 partially offset by lower accounts payable
and current lease liability.

At February 3,
2024, the Company
had an
unsecured revolving credit
agreement, which provided
for
 borrowings of
up to
$35.0 million less
the
balance of
any revocable
letters of
credit related
to
 commitments,
and
was
committed
May
2027.
The
agreement
contains
 covenants and limitations, including the maintenance of specific financial
ratios with which the Company
 was in
compliance as
of
2024. There
were no
borrowings outstanding,
nor
any outstanding
 letters of
credit that
reduced borrowing
availability,
under this
credit facility
as of
the fiscal
year ended
 February 3, 2024 or the fiscal year ended January 28, 2023.

The
had
no
outstanding
revocable
letters
of
to
commitments
at
 February 3, 2024 or at January 28, 2023.

Expenditures
for
and
equipment
totaled
$12.5
$19.4
and
$4.1
in
 fiscal 2023,
2022 and
2021, respectively.
The
expenditures for
fiscal 2023
were primarily
for additional
 investments in nine new stores, our
distribution center and information technology.

Net
cash
by
investing
totaled
$19.8
for
2023
to
$16.0
 million provided
2022 and
$25.3 million
used in
fiscal 2021.
In fiscal
2023, the
cash provided
 was primarily
attributable to
the net
sales of
short-term investments,
partially offset
by expenditures
for
 property and equipment.

Net cash used in financing activities totaled
$16.1 million in fiscal 2023 compared to
net cash used of
 $29.3
for
2022
and
$31.8
for
2021.
The decrease in
cash used during
 2023 was primarily due to lower
share repurchase amounts.

The Company does not use derivative financial instruments.

See
Note
to
the
"Fair
Value
Measurements,"
for
 regarding the Company's financial assets that are measured at fair value.

The
portfolio
was
invested
in
bonds
and
taxable
 governmental debt securities held in managed accounts
with underlying ratings of A or
better at February
 3, 2024. The state,
municipal and corporate bonds and
asset-backed securities have contractual maturities
 which
range
from
seven
days
to
3.1
The
U.S.
Treasury
Notes
have
contractual
maturities
which
 range
from
four
days to
2.0
years. These
securities are
classified as
available-for-sale and
are recorded
as
 Short-term investments, Restricted cash, and Other assets on the accompanying Consolidated Balance Sheets.
 These assets
are carried
at fair
value with
unrealized gains
and losses
reported net
of taxes
in Accumulated
 other comprehensive income. The
asset-backed securities are bonds
comprised of auto loans
and bank credit
 cards that carry
AAA ratings. The
auto loan
asset-backed securities
are backed
by static
pools of
auto loans
 that were originated and serviced by captive auto finance units, banks or finance companies.
The bank credit
 card
asset-backed
are
backed
by revolving
pools
of credit
card receivables
generated
by account
 holders of cards from American Express, Citibank,
JPMorgan Chase, Capital One, and Discover.

at
3,
2024
and
28,
2023,
the
had
$1.1
and
$0.9
 respectively,
of
equities,
which
are
Other
in
the
 Consolidated Balance Sheets.

Level
category
are
measured
at
fair
value
using
quoted
active
prices.
Level
 investment securities include corporate and municipal bonds for which quoted prices may
not be available on
 active exchanges for identical instruments.
Their fair value is principally based on market values determined
 by management with the assistance of a third-party pricing service.
Since quoted prices in active markets for

 identical assets are
not available, these
prices are determined
by the pricing
service using observable
such
as
quotes
from
less
active
markets
and/or
quoted
of
with
 characteristics, among other factors.
compensation plan
consist
primarily of
life
policies. These
life
 policies are valued based on the cash surrender value of the insurance contract, which is determined based
 on
such
as
the
fair
value
of
the
underlying
and
discounted
cash
flow
and
are
therefore
Level
of
the
valuation
hierarchy.
The
Level
with
the
life
policies
represents
a
obligation,
the
value
of
which
is
tracked
via
 underlying
funds'
net
asset
values,
as
in
Other
noncurrent
in
the
 Consolidated Balance Sheets. These
funds are designed
to mirror the
return of existing
mutual funds and
 money market funds that are observable and actively traded.

 Contractual Obligations

Contractual
obligations
for
payments
at
3,
2024
relate
to
lease
 commitments for
store leases.
Operating leases
represent minimum
required lease
payments under
non-
 cancellable
lease
terms.
Most
store
also
require
payment
of
such
as
 taxes, utilities, insurance and maintenance, which are not included in our estimated lease obligations.
See
 Note
to
the
"Leases"
for
the
maturities
of
our
lease
 obligations.
 Recent Accounting Pronouncements

See
Note 1
to
the
Consolidated Financial
"Summary of
Significant Accounting
Policies,
 Recently Issued Accounting Pronouncements."
 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk:

The
is
to
rate
risk
from
exposure
to
in
rates
based
on
its
 financing, investing and
cash management activities,
but the Company
does not
believe such exposure
is
 material.

 Item 8.

 Financial Statements and Supplementary Data:
 INDEX TO FINANCIAL STATEMENTS AND SCHEDULE

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID
).....................................

 Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
for the fiscal

years ended February 3, 2024, January 28, 2023 and January 29, 2022................................
...........

 Consolidated Balance Sheets at February 3, 2024 and January 28, 2023
.............................................

 Consolidated Statements of Cash Flows for the fiscal years ended February 3, 2024,

and January 29, 2022................................
................................................................
.........................

 Consolidated Statements of Stockholders' Equity for the fiscal years ended February 3,
2024,

January 28, 2023 and January 29, 2022................................................................
............................

 Notes to Consolidated Financial Statements..........................................................................................

 Schedule II — Valuation
and Qualifying Accounts for the fiscal years ended February 3, 2024,

January 28, 2023 and January 29, 2022................................................................
............................

 Report of Independent Registered Public Accounting Firm

 To the Board of Directors and Stockholders of The Cato Corporation
 Opinions on the Financial Statements and Internal Control over Financial
Reporting
 We have audited the accompanying consolidated balance sheets of The Cato Corporation and its
 subsidiaries (the "Company") as of February 3, 2024 and
January 28, 2023, and the related consolidated
 statements of income (loss), of comprehensive income (loss), of stockholders'
equity and of cash flows
 for each of the three years in the period ended February 3, 2024, including
the related notes and financial
 statement schedule listed in the accompanying index (collectively referred
to as the "consolidated
 financial statements"). We also have audited the Company's internal control over financial reporting as of
 February 3, 2024, based on criteria established in Internal Control - Integrated
Framework (2013) issued
 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
 In our opinion, the consolidated financial statements referred to above
present fairly, in all material
 respects, the financial position of the Company as of February
3, 2024 and January 28, 2023, and the
 results of its operations and its cash flows for each of the three years
in the period ended February 3, 2024
 in conformity with accounting principles generally accepted in the United
States of America. Also in our
 opinion, the Company maintained, in all material respects, effective internal control
over financial
 reporting as of February 3, 2024, based on criteria established in Internal
Control - Integrated Framework
 (2013) issued by the COSO.
 Basis for Opinions
 The Company's management is responsible for these consolidated financial
statements, for maintaining
 effective internal control over financial reporting, and for its assessment of the effectiveness of internal
 control over financial reporting, included in Management's Report on Internal Control Over Financial
 Reporting appearing under Item 9A. Our responsibility is to express opinions
on the Company's
 consolidated financial statements and on the Company's internal control over
financial reporting based on
 our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
 Board (United States) (PCAOB) and are required to be independent with
respect to the Company in
 accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities
 and Exchange Commission and the PCAOB.
 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that
 we plan and perform the audits to obtain reasonable assurance about
whether the consolidated financial
 statements are free of material misstatement, whether due to error or fraud,
and whether effective internal
 control over financial reporting was maintained in all material respects.
 Our audits of the consolidated financial statements included performing
procedures to assess the risks of
 material misstatement of the consolidated financial statements, whether
due to error or fraud, and
 performing procedures that respond to those risks. Such procedures
included examining, on a test basis,
 evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also
 included evaluating the accounting principles used and significant
estimates made by management, as
 well as evaluating the overall presentation of the consolidated
financial statements. Our audit of internal
 control over financial reporting included obtaining an understanding
of internal control over financial
 reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and
 operating effectiveness of internal control based on the assessed risk. Our audits
also included performing
 such other procedures as we considered necessary in the circumstances. We believe that our audits
 provide a reasonable basis for our opinions.
 Definition and Limitations of Internal Control over Financial Reporting

 A company's internal control over financial reporting is a process designed to provide reasonable
 assurance regarding the reliability of financial reporting
and the preparation of financial statements for
 external purposes in accordance with generally accepted accounting
principles. A company's internal
 control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance
 of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the
 assets of the company; (ii) provide reasonable assurance that transactions
are recorded as necessary to
 permit preparation of financial statements in accordance with generally
accepted accounting principles,
 and that receipts and expenditures of the company are being made
only in accordance with authorizations
 of management and directors of the company; and (iii) provide
reasonable assurance regarding prevention
 or timely detection of unauthorized acquisition, use, or disposition
of the company's assets that could
 have a material effect on the financial statements.
 Because of its inherent limitations, internal control over financial reporting
may not prevent or detect
 misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk
 that controls may become inadequate because of changes in conditions, or
that the degree of compliance
 with the policies or procedures may deteriorate.
 Critical Audit Matters
 The critical audit matter communicated below is a matter arising
from the current period audit of the
 consolidated financial statements that was communicated or required to
be communicated to the audit
 committee and that (i) relates to accounts or disclosures that are material
to the consolidated financial
 statements and (ii) involved our especially challenging, subjective, or
complex judgments. The
 communication of critical audit matters does not alter in any way
our opinion on the consolidated
 financial statements, taken as a whole, and we are not, by communicating
the critical audit matter below,
 providing a separate opinion on the critical audit matter or on the accounts
or disclosures to which it
 relates.
 Impairment of Long-Lived Assets - Store Location Asset Groupings
 As described in Notes 1 and 6 to the consolidated financial statements,
the Company's consolidated
 property and equipment, net balance was $64.0 million, of which the store
locations were a portion, and
 consolidated operating lease right-of-use assets, net balance was $154.7
million as of February 3, 2024.
 The Company invests in leaseholds, right-of-use assets and equipment,
primarily in connection with the
 opening and remodeling of stores, and in computer software and hardware.
The Company periodically
 reviews its store locations and estimates the recoverability
of its long-lived assets, which primarily relate
 to fixtures and equipment, leasehold improvements, right-of-use assets net
of lease liabilities, and
 information technology equipment and software. An impairment
charge is recorded for the amount by
 which the carrying value exceeds the estimated fair value when management
determines that projected
 cash flows associated with those long-lived assets will not be sufficient to recover
the carrying value. This
 determination is based on a number of factors, including the store's historical operating results and future
 projected cash flows, which include contribution margin projections. The Company
assesses the fair value
 of each lease by considering market rents and any lease terms
that may adjust market rents under certain
 conditions such as the loss of an anchor tenant or a leased space in a shopping
center not meeting certain
 criteria. An impairment charge for store assets of $1.8 million was recorded during
the year ended
 February 3, 2024.

 The principal considerations for our determination that performing
procedures relating to the impairment
 of long-lived assets – store location asset groupings is a critical audit matter
are (i) the significant
 judgment by management when determining the fair value measurement
of the store location asset
 groupings, which led to (ii) a high degree of auditor judgment, subjectivity, and effort in performing
 procedures and evaluating management's projected cash flow assumptions related to contribution margin
 projections.

 Addressing the matter involved performing procedures and evaluating
audit evidence in connection with
 forming our overall opinion on the consolidated financial statements.
These procedures included testing
 the effectiveness of controls relating to management's long-lived assets – store location recoverability test
 and determination of the fair value of the asset group. These procedures
also included, among others (i)
 testing the completeness and accuracy of underlying data used in the projected
cash flows and store
 location asset groupings, (ii) evaluating the reasonableness of management's assumptions related to
 contribution margin projections by considering current and historical performance
of the store location
 asset groupings and whether the assumptions were consistent with evidence
obtained in other areas of the
 audit, (iii) evaluating the appropriateness of the projected cash flow model,
and (iv) evaluating
 management's assessment of the fair value of the leased assets included in the store location asset
 groupings.
 /s/
 PricewaterhouseCoopers LLP
 Charlotte, North Carolina
 March 27, 2024
 We have served as the Company's
auditor since 2003.

 CONSOLIDATED STATEMENTS
OF INCOME (LOSS) AND
 COMPREHENSIVE INCOME (LOSS)
 (Dollars in thousands, except per share data)
 REVENUES

Retail sales
 $
 700,318
 $
 752,370
 $
 761,358

Other revenue (principally finance charges,

late fees and layaway charges)
 7,741
 6,890
 7,913

Total revenues
 708,059
 759,260
 769,271
 COSTS AND EXPENSES, NET

Cost of goods sold (exclusive of

depreciation shown below)
 464,313
 509,664
 453,065

Selling, general and administrative (exclusive

of depreciation shown below)
 252,742
 242,561
 266,954

 9,871
 11,080
 12,356

Interest expense

 ( 5,101)
 ( 5,902)
 ( 2,141)

Costs and expenses, net
 721,860
 757,490
 730,306
 Income (loss) before income taxes
 ( 13,801)
 1,770
 38,965
 Income tax expense
 10,140
 1,741
 2,121
 Net income (loss)
 $
 $
 $
 Basic earnings (loss) per share
 $
 ( 1.17)
 $
 -
 $
 1.65
 Diluted earnings (loss) per share
 $
 ( 1.17)
 $
 -
 $
 1.65
 Dividends per share
 $
 0.68
 $
 0.68
 $
 0.45
 Comprehensive income:
 Net income (loss)
 $
 $
 $
 Unrealized gain (loss) on available-for-sale

securities, net of deferred income taxes of

$
, ($
), and ($
) for fiscal 2023, 2022

and 2021, respectively
 1,633
 ( 958)
 ( 1,435)
 Comprehensive income (loss)
 $
 ( 22,308)
 $
 ( 929)
 $
 35,409
 See notes to consolidated financial statements.

 CONSOLIDATED BALANCE SHEETS
 ASSETS
 Current Assets:
 Cash and cash equivalents

 $
 23,940
 $
 20,005
 Short-term investments
 79,012
 108,652
 Restricted cash
 3,973
 3,787
 Accounts receivable, net of allowance for customer credit losses of $

at

February 3, 2024 and $

at January 28, 2023
 29,751
 26,497
 Merchandise inventories

 98,603
 112,056
 Prepaid expenses and other current assets
 7,783
 6,676

Total Current Assets

 243,062
 277,673
 Property and equipment – net

 64,022
 70,382
 Deferred income taxes
 -
 9,213
 Other assets

 25,047
 21,596
 Right-of-Use assets - net
 154,686
 174,276

Total Assets

 $
 486,817
 $
 553,140
 LIABILITIES AND STOCKHOLDERS' EQUITY
 Current Liabilities:
 Accounts payable

 $
 87,821
 $
 91,956
 Accrued expenses

 37,404
 41,338
 Accrued bonus and benefits

 1,675
 1,690
 Accrued income taxes

 -
 Current lease liability
 61,108
 67,360

Total Current Liabilities

 188,008
 202,957
 Other noncurrent liabilities
 14,475
 16,183
 Lease liability
 92,013
 107,407
 Commitments and contingencies
 -
 -
 Stockholders' Equity:
 Preferred stock, $

par value per share,
 100,000

shares authorized,

none issued

 -
 -
 Class A common stock, $
 0.033

par value per share,
 50,000,000

shares authorized;
 18,802,742

and
 18,723,225

shares issued at

February 3, 2024 and January 28, 2023, respectively
 Convertible Class B common stock, $
 0.033

par value per share,

 15,000,000

shares authorized;
 1,763,652

and
 1,763,652

shares issued at

February 3, 2024 and January 28, 2023, respectively
 Additional paid-in capital

 126,953
 122,431
 Retained earnings

 64,279
 104,709
 Accumulated other comprehensive income

Total Stockholders' Equity

 192,321
 226,593

Total Liabilities and Stockholders' Equity

 $
 486,817
 $
 553,140
 See notes to consolidated financial statements.

 CONSOLIDATED STATEMENTS
OF CASH FLOWS
 Operating Activities:
 Net income (loss)
 $
 $
 $
 Adjustments to reconcile net income (loss) to net cash provided

by operating activities:

 9,871
 11,080
 12,356

Provision for customer credit losses

Purchase premium and premium amortization of investments
 ( 711)
 ( 332)

Gain on sale of assets held for investment
 -
 -

Share based compensation
 4,170
 2,606
 4,090

Deferred income taxes
 8,724
 ( 3,194)

Loss on disposal of property and equipment

Impairment of assets
 1,811

Changes in operating assets and liabilities which provided

(used) cash:

Accounts receivable
 ( 608)
 29,034
 ( 3,499)

Merchandise inventories
 13,453
 12,851
 ( 40,784)

Prepaid and other assets
 ( 216)
 1,543
 ( 505)

Operating lease right-of-use assets and liabilities
 ( 2,056)
 ( 2,573)
 ( 3,855)

Accrued income taxes
 ( 613)
 ( 307)
 ( 1,118)

Accounts payable, accrued expenses and other liabilities
 ( 10,053)
 ( 43,179)
 57,826
 Net cash provided by operating activities
 13,370
 59,788
 Investing Activities:
 Expenditures for property and equipment

 ( 12,532)
 ( 19,433)
 ( 4,105)
 Purchase of short-term investments
 ( 48,055)
 ( 54,734)
 ( 141,937)
 Sales of short-term investments
 80,371
 90,190
 121,110
 Purchase of other assets
 -
 -
 ( 400)
 Sales of other assets
 ( 8)
 -
 -
 Net cash provided by (used in) investing activities
 19,776
 16,023
 ( 25,332)
 Financing Activities:
 Dividends paid
 ( 13,954)
 ( 14,369)
 ( 9,972)
 Repurchase of common stock
 ( 2,562)
 ( 15,216)
 ( 22,033)
 Proceeds from employee stock purchase plan
 Net cash used in financing activities
 ( 16,132)
 ( 29,278)
 ( 31,801)
 Net increase in cash, cash equivalents, and restricted cash
 4,121
 2,655
 Cash, cash equivalents, and restricted cash at beginning of period
 23,792
 23,677
 21,022
 Cash, cash equivalents, and restricted cash at end of period

 $
 27,913
 $
 23,792
 $
 23,677
 Non-cash activity:
 Accrued property and equipment expenditures
 $
 $
 $
 See notes to consolidated financial statements.

 CONSOLIDATED STATEMENTS
OF STOCKHOLDERS' EQUITY
 Additional

 Other
 Total
 Paid-In
 Retained
 Comprehensive
 Stockholders'
 Stock
 Capital
 Earnings
 Equity
 Balance — January 30, 2021
 $
 $
 115,278
 $
 129,303
 $
 1,155
 $
 246,498
 Comprehensive income:

Net income
 -
 -
 -

Unrealized gains (loss) on available-for-sale securities, net of

deferred income tax benefit of ($
)
 -
 -
 -
 ( 1,435)
 ( 1,435)
 Dividends paid ($
 0.45

per share)
 -
 -
 ( 9,972)
 -
 ( 9,972)
 Class A common stock sold through employee stock purchase
plan
 -
 -
 -
 Share-based compensation expense
 4,023
 -
 4,055
 Repurchase and retirement of treasury shares
 ( 47)
 -
 ( 21,986)
 -
 ( 22,033)
 Balance — January 29, 2022
 $
 $
 119,540
 $
 134,208
 $
 ( 280)
 $
 254,196
 Comprehensive income:

Net income
 -
 -
 -

Unrealized gains (loss) on available-for-sale securities, net of

deferred income tax benefit of ($
)
 -
 -
 -
 ( 958)
 ( 958)
 Dividends paid ($
 0.68

per share)
 -
 -
 ( 14,369)
 -
 ( 14,369)
 Class A common stock sold through employee stock purchase
plan
 -
 -
 -
 Share-based compensation expense
 2,531
 -
 2,552
 Repurchase and retirement of treasury shares
 ( 41)
 -
 ( 15,176)
 -
 ( 15,217)
 Balance — January 28, 2023
 $
 $
 122,431
 $
 104,709
 $
 $
 226,593
 Comprehensive income:

Net loss
 -
 -
 -

Unrealized gains (loss) on available-for-sale securities, net of

deferred income tax expense of $
 -
 -
 -
 1,633
 1,633
 Dividends paid ($
 0.68

per share)
 -
 -
 ( 13,954)
 -
 ( 13,954)
 Class A common stock sold through employee stock purchase
plan
 -
 -
 Share-based compensation expense
 4,077
 -
 4,105
 Repurchase and retirement of treasury shares
 ( 9)
 -
 ( 2,553)
 -
 ( 2,562)
 Balance — February 3, 2024
 $
 $
 126,953
 $
 64,279
 $
 $
 192,321
 See notes to consolidated financial statements.

 1.
Summary of Significant Accounting Policies:

 Principles of Consolidation:
 The Consolidated Financial Statements include the accounts of The Cato
 Corporation and
its
wholly-owned subsidiaries
(the "Company").
All
significant intercompany
accounts
 and transactions have been eliminated.

 Description
of
Business
and
Fiscal
 Year:

The
has
 two

reportable
segments
—
the
 operation
of
a
specialty
segment
("Retail
Segment")
and
a
card
segment
("Credit
 Segment"). The
apparel specialty
stores operate
names "Cato,"
"Cato Fashions,"
"Cato Plus,"
 "It's Fashion," "It's
Fashion Metro," "Versona
"
and "Cache," including e-commerce websites. The stores
 are
in
strip
centers
principally
in
the
southeastern
States.
The
 Company's fiscal year ends on the Saturday nearest January 31 of the subsequent year. Fiscal year 2023 is
 a 53-week year and 2022 and 2021 are
 -week years.

 Use
of
Estimates:

The
preparation
of
the
in
conformity
with
principles
generally accepted
in
the
States
("GAAP")
requires
management to
make
and
assumptions
that
the
of
and
and
of
 contingent
and
at
the
date
of
the
and
the
of
 revenues
and
the
period.
Actual
could
from
those
estimates.
reflected
in
the
the
 for
losses,
shrinkage,
the
calculation
of
asset
impairment,
workers'
 compensation,
and
auto
liabilities,
reserves
to
self-insured
insurance,
 uncertain tax positions and valuation allowances on deferred tax
assets.

 Cash
and
Cash
Equivalents:

 Cash
and
cash
equivalents
consist
of
highly
liquid
with
 original maturities of three months or less.

 Short-Term
Investments:

Investments with
original maturities
beyond three
months are
 as short-term
investments. See
Note 3
for the
estimated fair
value of,
 regarding,
its
investments.
 The
are
all
as
 available-for-sale.
As
they
are
for
they
are
on
the
 Balance Sheets
as
Current Assets.
Available-for-sale
securities are
carried at
fair value,
with
 gains
and
temporary
losses,
net
of
taxes,
as
a
of
other
 comprehensive income.
Other than
temporary declines
fair value
of investments
are recorded
as a
in
the
cost
of
the
in
the
Balance
Sheets
and
a
of
Interest
and
other
in
the
Statements
of
and
 Comprehensive
Income.
The
cost
of
debt
is
adjusted
for
amortization
of
premiums
and
 accretion
of
discounts
to
maturity.
The
amortization
of
premiums,
accretion
of
discounts
and
realized
 gains and losses are included in Interest and other income.

 Restricted Cash:
 The Company had $
 4.0

million and $
 3.8

million in escrow at February 3, 2024 and
 January 28, 2023, respectively, as security and collateral for administration of the Company's
self-insured
 workers'
and
coverage,
which
is
as
Restricted
cash
on
the
 Consolidated Balance Sheets.

 Supplemental Cash Flow
Information:
 Income tax
payments, net
of refunds
received, for
the fiscal
 years ended
2024, January
28, 2023
and January
29, 2022
were a
payment of
$
 4,121,000
, a
 refund of $
 29,206,000

and a payment of $
 13,176,000
, respectively.

 Inventories:
 Merchandise
inventories
are
stated
at
the
net
realizable
value
as
determined
by
the
 weighted-average cost method.

 Property and Equipment:
 Property and equipment are
recorded at cost, including
land. Maintenance
 and repairs are expensed to operations as incurred; renewals and betterments are capitalized. Depreciation
 is
determined on
the
straight-line method
over the
estimated useful
lives of
the
related assets
excluding
 leasehold improvements.
Leasehold improvements are amortized over the
shorter of the estimated useful
 life or lease term.
For leases with renewal periods at
option, the Company generally uses
 the
original
lease
term
plus
reasonably
assured
renewal
option
periods
(generally
one
five-year
option
 period) to determine estimated useful lives.
Typical estimated useful lives are as follows:

 `
 Estimated
 Classification
 Useful Lives
 Land improvements

years
 Buildings

 -

years
 Leasehold improvements

 -

years
 Fixtures and equipment

 -

years
 Information technology equipment and software

 -

years
 Aircraft

years

 Impairment
of
Long-Lived
Assets:

The
invests
in
leaseholds,
right-of-use
and
 equipment primarily
in connection
with the
opening and
remodeling of
stores and
in computer
software and
 hardware. The
Company periodically
reviews its
store locations
and estimates
the recoverability
of its
long-
 lived assets,
which primarily relate
to Fixtures
and equipment,
Leasehold improvements,
Right-of-use assets
 net
of
Lease
and
equipment
and
software.
An
impairment
charge
is
for
the
by
which
the
carrying
value
exceeds
the
fair
value
when
the
 determines that
projected cash
flows associated
with those
long-lived assets
will not
be sufficient
to recover
 the
carrying
value.
This
determination
is
based
on
a
of
factors,
the
store's
and
projected
cash
flows,
which
contribution
margin
projections.
The
assesses
the
fair
value
of
each
lease
by
considering
rents
and
any
lease
terms
that
may
 adjust
rents
under
conditions,
such
as
the
loss
of
an
anchor
tenant
or
a
leased
space
in
a
center
not
meeting
criteria.
Further,
in
determining
when
to
close
a
store,
the
 considers real estate development in
the area and
perceived local market conditions, which
can be difficult
to
 predict and may be
subject to change. Asset
impairment charges of $
 1,811,000
, $
 884,000

and $
 901,000

were
 incurred in fiscal 2023, fiscal 2022 and fiscal 2021, respectively.

 Other Assets:
 Other assets are comprised
of long-term assets, primarily
insurance contracts related to
 deferred compensation assets and land held for investment purposes.

 `
 Balance as of
 Other Assets

Deferred Compensation Investments
 $
 8,586
 $
 9,274

Land Held for Investment
 9,334
 9,334

Miscellaneous Investments
 2,076
 1,923

Asset Held for Sale
 4,183
 -

Other Deposits

Other
 Total
Other Assets
 $
 25,047
 $
 21,596

 Leases:
 The
all
of
its
Most
lease
agreements
contain
construction
 allowances and rent escalations.
For purposes of recognizing incentives and minimum rental expenses on

 a straight-line basis over the terms of the leases, including renewal periods considered reasonably
assured,
 the Company begins amortization
as of the
initial possession date which
is when the Company
enters the
 space and begins to make improvements in preparation for intended use.

 Revenue
Recognition:
 The
recognizes
sales
at
the
point
of
when
the
 takes possession
merchandise and pays
for the
purchase, generally with
cash or
credit. Sales
from
 purchases
made
with
Cato
credit,
gift
cards
and
sales
from
are
also
when
the
takes
possession
of
the
merchandise.
E-commerce sales
are
recorded when
the
risk
of
loss
is
 transferred
to
the
customer.
Gift
cards
are
as
revenue
until
they
are
redeemed
or
 forfeited. Layaway
sales are
recorded as
deferred revenue
until the
customer takes
possession or
forfeits
 the merchandise. Gift
cards do not
have expiration dates.
A provision is
made for estimated
 returns based
on sales
volumes and
experience; actual
returns have
not varied
 from historical amounts. A provision is made for estimated write-offs associated with sales made with
the
 Company's proprietary credit card.
In addition, a provision is made for estimated rewards cards issued
to
based
on
their
purchases
with
the
propriety
card.
Amounts
to
 shipping and
handling billed
to
customers in
a sales
transaction
are classified
as
Other
revenue and
the
 costs related to shipping product to customers (billed and accrued) are classified
as Cost of goods sold.

In accordance with ASU 2014-09,
 Revenue from Contracts with Customers (Topic
606)

("Topic 606"),
 in
2023,
2022
and
2021,
the
$
 1,116,000
,
$
 256,000

and
$
 1,482,000
,
 respectively,
of
on
unredeemed
gift
cards
("gift
card
breakage")
as
a
of
Other
 Revenue
on
the
Statements
of
Income (Loss)
and
Comprehensive Income
(Loss).
Under
 Topic
606, the
Company recognizes
gift card
breakage using
an expected
breakage percentage
based on
 redeemed
gift
cards.
See
Note
for
further
on
miscellaneous
The
rewards
cards
 issued by the Company have a 90-day expiration.

offers
its own
proprietary credit
card to
customers. All
credit activity
is performed
by
 the
wholly-owned
subsidiaries.
None
of
the
card
receivables
are
secured.
The
of
$
 578,000

and
$
 349,000

for
the
twelve
months
ended
2024 and
January 28,
2023, respectively,
on sales
purchased on
proprietary
 credit card of $
 23.5

million and $
 23.3

million for the twelve months
ended February 3, 2024 and January
 28, 2023, respectively.

The following table provides information about receivables
and contract liabilities from contracts with
 customers (in thousands):

 `
 Balance as of
 Proprietary Credit Card Receivables, net
 $
 10,909
 $
 10,553
 Gift Card Liability
 $
 8,143
 $
 8,523

 Cost of Goods Sold:
 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
are
capitalized
as
Buying
and
costs
payroll,
 payroll-related
costs
and
for
the
buying
departments
and
 center.
Occupancy expenses include rent, real
estate taxes, insurance, common area
maintenance, utilities
 and
maintenance
for
and
facilities.
Buying,
distribution,
occupancy
and
 transfer
costs
are
treated
as
costs
and
are
not
capitalized
as
part
of
inventory.
The
direct
costs
 associated with shipping goods to customers are recorded as a component
of Cost of goods sold.

 Advertising:
 Advertising
costs
are
expensed
in
the
in
which
they
are
incurred.
Advertising
 expense was approximately $
 6,277,000
, $
 6,868,000

and $
 6,037,000

for the fiscal years ended February 3,
 2024, January 28, 2023 and January 29, 2022, respectively.

 Stock Repurchase Program:

 For the fiscal year ended
February 3, 2024, the Company had

 909,653
remaining
in
open
authorizations.
There
is
no
specified
expiration
date
for
the
 repurchase program. Share repurchases are recorded in Retained
earnings, net of par value.

 Earnings
Per
Share:
 ASC
–
 Earnings
Per
Share

requires
dual
presentation
of
basic
EPS
and
 diluted
EPS
on
the
face
of
all
for
all
entities
with
complex
structures.
The
has
presented
one
basic
EPS
and
one
diluted
EPS
for
all
in
the
 accompanying Consolidated Statements of
Income (Loss) and Comprehensive
Income (Loss).
While the
 Company's certificate
of incorporation provides
the right for
the Board
of Directors to
declare dividends
 on Class
A shares
without declaration
of commensurate
dividends on
Class B
shares, the
Company has
 historically paid the same dividends
to both Class A and
Class B shareholders and the
Board of Directors
 has resolved to
continue this practice.
Accordingly, the
Company's allocation
of income for
purposes of
 EPS
computation is
the
same for
Class
A and
Class B
shares and
the
EPS
amounts reported
herein are
 applicable to both Class A and Class B shares.

Basic
EPS
is
computed
as
net
(loss)
less
allocated
to
non-vested
equity
awards
 divided
by
the
weighted
average
of
outstanding
for
the
period.
Diluted
EPS
 reflects the potential dilution that could occur from common shares issuable through stock options and the
 Employee Stock Purchase Plan.

The following table reflects
the basic and
diluted EPS calculations for
the fiscal years ended
 3, 2024, January 28, 2023 and January 29, 2022:

 `
 Numerator
 Net earnings (loss)
 $
 $
 $
 (Earnings) loss allocated to non-vested equity awards
 1,347
 ( 1,937)
 Net earnings (loss) available to common stockholders
 $
 ( 22,594)
 $
 $
 34,907
 Denominator
 Basic weighted average common shares outstanding
 19,389,907
 19,930,960
 21,113,828
 Diluted weighted average common shares outstanding
 19,389,907
 19,930,960
 21,113,828
 Net income (loss) per common share
 Basic earnings (loss) per share
 $
 ( 1.17)
 $
 -
 $
 1.65
 Diluted earnings (loss) per share
 $
 ( 1.17)
 $
 -
 $
 1.65

 Vendor
Allowances:
 The
receives
allowances
from
vendors
to
 purchase discounts and markdown and
damage allowances. All allowances are
reflected in Cost of
goods
 sold
as
earned
when
the
are
sold.
Cash
consideration
received
from
a
vendor
is
 presumed
to
be
a
of
the
cost
of
and
is
reflected
as
a
of
 inventory.
The Company does not receive cooperative advertising allowances.

Taxes:
 The
files
a
consolidated
federal
tax
return.
taxes
are
based
on
the
asset
and
method
of
accounting,
whereby
taxes
are
for
temporary
differences
the
basis
and
the
tax
basis
of
the

 Company's assets and liabilities.

Unrecognized tax
benefits for
uncertain tax
positions are
established in
with
ASC 740
–
 Income Taxes

when, despite
the fact
that the
tax return
positions are
supportable, the
Company believes
 these positions may be
challenged and the
results are uncertain.
The Company adjusts
these liabilities in
 light
of
changing
facts
and
circumstances.
Potential
accrued
and
penalties
to
 unrecognized
tax
are
as
a
of
 taxes.

The Company assesses the
likelihood that deferred tax
assets will be
able to be
realized, and based
on
 that assessment, the Company will determine if a valuation allowance should
be recorded.

the Tax
Cuts and
Jobs
Act implemented
a
new minimum
tax
on
global intangible
low-
 taxed income
("GILTI").
The Company has
elected to
account for
GILTI
tax in
the period
in which
it is
 incurred, which is included as a component of its current year provision
for income taxes.

Tax
Allowance:
 The
Company assesses
the
likelihood
that
tax
 will
be
realized
in
light
of
the
performance
and
projected
 performance. Based on this
assessment, the Company then
determines if a valuation
allowance should be
 recorded.
If the
Company concludes that
it is
more likely than
not that
the Company will
not be
able to
 realize its tax deferred assets, a valuation allowance is recorded for
the proportion of the deferred tax asset
 it determines may not be realized.

 Store
Opening
Costs:
 Costs
to
the
opening
of
new
or
the
relocating
or

 expanding
of
are
expensed
as
incurred.
A
portion
of
construction,
design,
and
site
 selection costs are capitalized to new, relocated and remodeled stores.

 Insurance:
 The Company is self-insured with respect to employee health care, workers' compensation
 and
liability.
The
self-insurance
are
based
on
the
total
cost
of
 claims filed and estimates of
claims incurred but not reported, less
amounts paid against such claims,
and
 are
not discounted.
Management reviews
current and
historical claims
data in
developing its
estimates.
 The Company has stop-loss
insurance coverage for individual claims in
excess of $
 325,000

for employee
 healthcare, $
 350,000

for workers' compensation and $
 250,000

for general liability.

of Financial Instruments:

carrying values of
financial instruments, such
 as
cash
and
cash
equivalents,
investments,
and
restricted
cash,
approximate their
fair
values
 due to their short terms to maturity and/or their variable interest rates.

 Stock Based
Compensation:

The Company records
compensation expense associated
with restricted
 stock
and
other
forms
of
equity
in
with
ASC
-
–
Stock
 Compensation.

cost
with
stock
awards
in
all
years
presented
 includes: 1) amortization related to
the remaining unvested portion of
all stock awards based
on the grant
 date fair value and 2) adjustments for the effects of actual forfeitures versus initial
estimated forfeitures.

 Subsequent
Events:

On
16,
2024,
the
closed
on
the
sale
of
land
held
for
for
$
 4.2

less
commissions.
This
transaction
will
be
reflected
in
the
 consolidated financial statements in the first quarter of fiscal 2024.

 Recently
Issued
Pronouncements:

In
November
2023,
the
 Standards Board ("FASB")
issued Accounting Standards
Update ("ASU") 2023-07,
"Segment Reporting
 (Topic 280):
Improvements to Reportable Segment Disclosures", which modifies disclosure requirements

 for
all
entities
that
are
to
segment
information.
The
update
will
the
 reporting of
segments by
adding significant
segment expenses, other
segment items, title
and position
of
 the
chief
decision
maker
("COD")
and
how
the
COD
uses
the
measures
to
make
 decisions.
The update
also requires
all annual
disclosure about
a reportable
segment's
profit or
loss and
 assets in
interim periods.
This guidance
is effective
for fiscal
years beginning
after December
15, 2023
 and interim
periods within fiscal
years beginning after
December 15,
2024.
Early adoption is
permitted,
 and
the
guidance
is
applicable
retrospectively to
all
prior
periods
presented
in
the
statements.

 The
is
currently
in
the
process
of
evaluating
the
of
adoption
of
this
new
 guidance on its consolidated financial statements and related disclosures.

In
December
2023,
the
FASB
issued
ASU
2023-09,
"Income
Taxes
(Topic
740):
Improvements
to
Tax
Disclosures",
which
modifies
the
on
tax
to
require
 disaggregated
about
a
entity's
effective
tax
rate
reconciliation
as
well
as
 information on
income taxes
paid.
This guidance
is effective
for fiscal
years beginning
after December
 15, 2024 for all public
business entities, with early adoption and retrospective application
permitted.
The
 Company is
currently in
the process
of evaluating
the potential
impact of
adoption of
this new
guidance
 on its consolidated financial statements and related disclosures.

 2.
Interest and Other Income:
 The components of Interest and other income are shown below (in thousands):
 Dividend income
 $
 ( 78)
 $
 ( 47)
 $
 ( 76)
 Interest income
 ( 3,919)
 ( 1,876)
 ( 1,321)
 State recovery grant
 -
 ( 1,431)
 -
 Insurance proceeds
 -
 ( 1,683)
 -
 Miscellaneous income
 ( 1,079)
 ( 896)
 ( 580)
 Net loss (gain) on investment sales
 ( 25)
 ( 164)
 $
 ( 5,101)
 $
 ( 5,902)
 $
 ( 2,141)

 In
2022,
the
received
$
 1.4

from
the
state
of
North
Carolina's
Business
 Recovery
Program,
which
aid
to
eligible
North
Carolina
businesses
that
suffered
damage from
the
COVID-19 pandemic.
in
2022,
the
Company received
 $
 1.7

million in property insurance claims, including business interruption, from Hurricanes
Ida and Laura
 in 2021 and 2020.

 3.
Short-Term Investments:

At
3,
2024,
the
portfolio
was
invested
in
and
 governmental debt
securities held
in managed
accounts.
These securities
are classified
as available-for-
 sale as they are highly liquid and are recorded on the Consolidated Balance Sheets at estimated fair value,
 with
gains
and
temporary
net
of
taxes
in
other
comprehensive

The
table
below
reflects
gross
accumulated
gains
(losses)
in
at
 February 3, 2024 and January 28, 2023 (in thousands):

 `
 Debt securities
 Debt securities
 issued by the U.S
 issued by the U.S
 Government, its various
 Government, its various
 States, municipalities
 Corporate
 States, municipalities
 Corporate
 and agencies
 debt
 and agencies
 debt
 of each
 Total
 of each
 Total
 Cost basis
 $
 30,989
 $
 48,320
 $
 79,309
 $
 51,372
 $
 59,541
 $
 110,913
 Unrealized gains
 -
 -
 -
 -
 Unrealized (loss)
 ( 335)
 -
 ( 335)
 ( 1,020)
 ( 1,241)
 ( 2,261)
 Estimated fair value
 $
 30,654
 $
 48,358
 $
 79,012
 $
 50,352
 $
 58,300
 $
 108,652

other
comprehensive
on
the
Balance
Sheets
reflects
the
 accumulated
gains
and
in
short-term investments
in
addition
to
gains
and
from
equity
and
restricted
cash
investments.
The
table
below
reflects
gross
 accumulated unrealized
gains and
losses in
these investments
at February
3, 2024
and January
28, 2023
 (in thousands):

 `
 Unrealized
 Unrealized
 Unrealized
 Tax Benefit/
 Net Gain/
 Unrealized
 Tax Benefit/
 Net Gain/
 Security Type
 Gain/(Loss)
 (Expense)
 (Loss)
 Gain/(Loss)
 (Expense)
 (Loss)
 Short-Term Investments
 $
 ( 297)
 $
 $
 ( 229)
 $
 ( 2,261)
 $
 $
 ( 1,740)
 Equity Investments
 ( 187)
 ( 150)
 Total
 $
 $
 ( 119)
 $
 $
 ( 1,609)
 $
 $

 4.
Fair Value Measurements:

The following tables set forth information regarding the Company's financial
assets that are measured
 at fair value as of February 3, 2024 and January 28, 2023 (in thousands):

 `
 Prices in

 Active

 Markets for
 Other

 Identical
 Observable
 Unobservable

 Assets
 Inputs
 Inputs
 Description
 Level 1
 Level 2
 Level 3
 Assets:

State/Municipal Bonds
 $
 12,540
 $
 -
 $
 12,540
 $
 -

Corporate Bonds
 45,400
 -
 45,400
 -

U.S. Treasury/Agencies Notes and Bonds
 18,114
 -
 18,114
 -

Cash Surrender Value of Life Insurance
 8,586
 -
 -
 8,586

Asset-backed Securities (ABS)
 2,958
 -
 2,958
 -

Corporate Equities
 1,084
 1,084
 -
 -
 Total Assets
 $
 88,682
 $
 1,084
 $
 79,012
 $
 8,586
 Liabilities:

Deferred Compensation
 $
 $
 -
 $
 -
 $
 Total Liabilities
 $
 $
 -
 $
 -
 $
 Prices in

 Active

 Markets for
 Other

 Identical
 Observable
 Unobservable

 Assets
 Inputs
 Inputs
 Description
 Level 1
 Level 2
 Level 3
 Assets:

State/Municipal Bonds
 $
 23,102
 $
 -
 $
 23,102
 $
 -

Corporate Bonds
 47,901
 -
 47,901
 -

U.S. Treasury/Agencies Notes and Bonds
 27,250
 -
 27,250
 -

Cash Surrender Value of Life Insurance
 9,274
 -
 -
 9,274

Asset-backed Securities (ABS)
 9,373
 -
 9,373
 -

Corporate Equities
 -
 -

Commercial Paper
 1,026
 -
 1,026
 -
 Total Assets
 $
 118,849
 $
 $
 108,652
 $
 9,274
 Liabilities:

Deferred Compensation
 $
 $
 -
 $
 -
 $
 Total Liabilities
 $
 $
 -
 $
 -
 $

 The
portfolio
was
invested
in
bonds
and
taxable
 governmental debt securities held in managed accounts
with underlying ratings of A or
better at February
 3, 2024. The state,
municipal and corporate bonds and
asset-backed securities have contractual maturities
 which
range
from
 seven days

to
3.1
The
U.S.
Treasury
Notes
have
contractual
maturities
which
 range from
 four days

to 2.0 years. These
securities are classified as
available-for-sale and are recorded
as
 Short-term
investments,
Restricted
cash,
and
Other
on
the
Balance
 Sheets.
These
are
carried
at
fair
value
with
gains
and
net
of
taxes
in
 Accumulated other comprehensive income. The asset-backed securities are bonds
comprised of auto loans
 and bank
credit cards
that carry
AAA ratings.
The auto
loan asset-backed securities
are backed
by static
 pools
of
auto
loans
that
were
originated
and
serviced
by
captive
auto
finance
units,
banks
or
finance
 companies.
The
bank
card
asset-backed
are
backed
by
pools
of
card

 receivables
generated
by
account
of
cards
from American
Express,
Citibank,
JPMorgan
Chase,
 Capital One, and Discover.

at
3,
2024
and
28,
2023,
the
had
$
 1.1

and
$
 0.9

 respectively,
of
equities,
which
are
Other
in
the
 Consolidated Balance Sheets.

Level
category
are
measured
at
fair
value
using
quoted
active
prices.
Level
 investment securities include corporate and municipal bonds for which quoted prices may
not be available on
 active exchanges for identical instruments.
Their fair value is principally based on market values determined
 by management with the assistance of a third-party pricing service.
Since quoted prices in active markets for
 identical assets are
not available, these
prices are determined
by the pricing
service using observable
such
as
quotes
from
less
active
markets
and/or
quoted
of
with
 characteristics, among other factors.

plan
consist
of
life
policies.
These
life
 policies are valued based on the cash surrender value of the insurance contract, which is determined based
 on
such
as
the
fair
value
of
the
underlying
and
discounted
cash
flow
and
are
therefore
Level
of
the
valuation
hierarchy.
The
Level
with
the
life
policies
represents
a
obligation,
the
value
of
which
is
tracked
via
 underlying
funds'
net
asset
values,
as
in
Other
noncurrent
in
the
 Consolidated Balance Sheets. These
funds are designed
to mirror the
return of existing
mutual funds and
 money market funds that are observable and actively traded.

 The following tables summarize
the change in fair
value of the Company's
financial assets and liabilities
 measured using Level 3 inputs for the
years ended February 3, 2024 and

(in thousands):

 `
 Measurements Using
 Significant Unobservable
 Asset Inputs (Level 3)
 Cash
 Surrender Value
 Beginning Balance at January 28, 2023
 $
 9,274

Redemptions
 ( 1,168)

Total gains or (losses)

Included in interest and other income (or

changes in net assets)
 Ending Balance at February 3, 2024
 $
 8,586
 Measurements Using
 Significant Unobservable
 Liability Inputs (Level 3)
 Beginning Balance at January 28, 2023
 $

Redemptions
 1,119

Additions
 ( 292)

Total (gains) or losses

Included in interest and other income (or

changes in net assets)
 ( 578)
 Ending Balance at February 3, 2024
 $
 Measurements Using
 Significant Unobservable
 Asset Inputs (Level 3)
 Cash
 Surrender Value
 Beginning Balance at January 29, 2022
 $
 11,472

Redemptions
 ( 1,718)

Total gains or (losses)

Included in interest and other income (or

changes in net assets)
 ( 480)
 Ending Balance at January 28, 2023
 $
 9,274
 Measurements Using
 Significant Unobservable
 Liability Inputs (Level 3)
 Beginning Balance at January 29, 2022
 $
 ( 10,020)

Redemptions
 1,142

Additions
 ( 379)

Total (gains) or losses

Included in interest and other income (or

changes in net assets)
 Ending Balance at January 28, 2023
 $

 5.
 Accounts Receivable:
 Accounts receivable consist of the following (in thousands):
 Customer accounts — principally deferred payment accounts

 $
 11,614
 $
 11,313
 Income tax receivable
 6,285
 6,442
 Miscellaneous receivables

 7,171
 3,991
 Bank card receivables
 5,386
 5,512
 Total

 30,456
 27,258
 Less allowance for customer credit losses
 Accounts receivable — net

 $
 29,751
 $
 26,497

 Finance charge
and late
charge
revenue on
customer deferred
payment accounts
totaled $
 2,640,000
,
 $
 2,243,000

and $
 2,066,000

for the fiscal
 years ended February 3, 2024, January 28, 2023
and January 29,
 2022,
respectively,
and
charges
the
for
were
 $
 554,000
,
$
 280,000

and
$
 429,000

for
the
years
ended
3,
2024,
28,
2023
and
29,
2022,
respectively.
Expenses
to
the
for
are
as
a
of
Selling,
and
administrative
in
the
 Consolidated Statements of Income (Loss) and Comprehensive Income
(Loss).

Current
year
Miscellaneous
receivables
includes
$
 3.2

for
the
cost
to
repair
the
 Company's corporate jet, which had sustained damage at the end of the second quarter.

 6.
 Property and Equipment:
 Property and equipment consist of the following (in thousands):
 Land and improvements

 $
 13,755
 $
 13,595
 Buildings

 35,756
 35,537
 Leasehold improvements

 74,782
 77,609
 Fixtures and equipment

 155,357
 174,640
 Information technology equipment and software
 39,904
 38,202
 Construction in progress

 18,034
 12,989
 Total

 337,588
 352,572
 Less accumulated depreciation

 273,566
 282,190
 Property and equipment — net

 $
 64,022
 $
 70,382

Construction in progress primarily represents costs related to new
store development,
 distribution center improvements and investments in new technology.

 7.
 Accrued Expenses:
 Accrued expenses consist of the following (in thousands):
 Accrued employment and related items

 $
 4,736
 $
 7,377
 Property and other taxes

 13,544
 16,546
 Accrued self-insurance

 9,500
 7,968
 Fixed assets
 Other

 8,682
 8,762
 Total

 $
 37,404
 $
 41,338

 8.
Financing Arrangements:

As of
2024, the
Company had
an unsecured
revolving credit
agreement, which
 for
borrowings
of
up
to
$
 35.0

less
the
balance
of
any
revocable
letters
of
to
commitments,
and
is
committed
May
2027.
The
agreement
contains
covenants
and
limitations,
the
maintenance
of
specific
ratios.
On
 August
9,
2023,
the
amended
the
agreement
to
modify
a
definition
used
in
 calculating
the
minimum
EBITDAR
coverage
ratio
to
add
back
tax
 receivables
for
purposes
of
calculating
the
ratio
3,
2024.
On
October
24,
2023,
the
 Company further
amended
the
agreement to
flex
the
minimum EBITDAR
 coverage
ratio
based
upon
the
of
the
cash
and
investments.
The
was
in
with
the
amended
agreement
as
of
3,
2024.
There
were
 no
 borrowings outstanding,
 no
 r any
outstanding letters
of credit
that reduced
borrowing availability,
under this
 credit facility
as of
the fiscal
year ended
2024 or
the fiscal
year ended
January 28,
2023.
The
 weighted
average interest
rate
credit facility
was
 zero

at
3, 2024
due
to
 no

borrowings
 outstanding.

The Company had
 no

outstanding revocable letters of credit relating to purchase commitments at February
 3, 2024 or at January 28, 2023.

 9.
Stockholders' Equity:

The
of
Class A
Stock
are
entitled
to
 one vote per share
,
whereas
the
of
 Class B Common Stock are entitled
to
 ten votes per share
. Each share of
Class B Common Stock may be
 converted at any time into one share of Class A Common Stock
. Subject to the rights of the holders of any
 shares of
Preferred Stock
that may
be outstanding
at the
time, in
the event
of liquidation,
dissolution or
 winding
up
of
the
Company,
of
Class A
Stock
are
entitled
to
receive
a
preferential
 distribution of $
 1.00

per share of the
net assets of the Company.
Cash dividends on the
Class B Common
 Stock cannot be
paid unless cash
dividends of at
least an equal
amount are paid
on the Class A
 Stock.

The
certificate of
incorporation
provides that
of
Class B Common
Stock
may be
 transferred
only
to
"Permitted
Transferees"
consisting
of
the
lineal
descendants
of
of
Class B
Stock,
trusts
for
their
benefit,
corporations
and
partnerships controlled
by
 them and the
Company's employee benefit
plans. Any transfer
of Class B Common Stock
in violation of
 these
restrictions,
a
transfer
to
the
Company,
in
the
automatic
conversion
of
the
 transferred
of
Class B
Stock
held
by
the
transferee
into
an
equal
of
of
 Class A Common Stock.

 10.
Employee Benefit Plans:

The
has
a
defined
contribution
retirement
savings
plan
("401(k)
plan")
which
covers
all
who
meet
minimum
age
and
requirements.
 The 401(k) plan allows participants to
 contribute up to 75 % of their annual compensation up to the maximum elective deferral, designated by
 the Internal Revenue Service.

is obligated
to make
a minimum
contribution to
cover plan
 administrative expenses.
Further Company
contributions
are
at the
discretion of
the
Board of
Directors.
 The
contributions
for
the
years
ended
2024,
28,
2023
and
29,
 2022 were approximately $
 1,099,000
, $
 1,184,000

and $
 1,210,000
, respectively.

 The Company has a trusteed, non-contributory Employee Stock Ownership Plan ("ESOP"), which
 covers substantially all associates who meet minimum age and service requirements.

The amount

 Company's discretionary
contribution to the ESOP
is determined by the
Compensation Committee of the
 Board of Directors and can be
made in Company Class A Common stock or
cash.
Due to a net operating
 loss
in
2023,
the
did
not
approve
a
contribution
to
the
ESOP
for
the
year
ended
3,
2024.
The
contributions
were
$
 32,510

and
$
 29,430,000

for
the
years
ended
 January 28, 2023 and January 29, 2022, respectively.

The Company is primarily self-insured for healthcare.
These costs are significant primarily due to the
 large
number of
retail locations
and associates.
self-insurance liabilities
 are
based
on the
total
estimated costs
of
claims filed
and estimates
of
claims incurred
but not
reported,
 less
paid
such
claims.
Management
and
data
in
 developing its
estimates. If
the underlying
facts and
circumstances of
the claims
change or
the historical
 trend is not indicative of future trends, then the Company may be required to record
additional expense or
 a
to
which
could
be
to
the
of
in
the
 period recorded. The Company funds healthcare contributions
to a third-party provider.

 11.

 Leases:

 The Company determines whether an
arrangement is a lease
at inception. The Company has
 leases for
offices,
warehouse space
and equipment.
Its
have remaining
lease terms
of
 one
 year

to
 10 years
, some of which include options to
extend the lease term for
 up to five years
, and some of
 which
to
terminate
the
lease
 within one year
.
The
considers
these
in
 determining
the
lease term
used
to
establish its
right-of-use assets
and lease
liabilities. The
 lease agreements do not contain any material residual value guarantees or material
restrictive covenants.

As
most
of
the
do
not
an
implicit
rate,
the
uses
its
 incremental
borrowing
rate
based
on
the
at
commencement
date
of
the
lease
in
 determining the present value of lease payments.

The components of lease cost are shown below (in thousands):

 `
 Operating lease cost (a)
 $
 70,363
 $
 71,513
 Variable
lease cost (b)
 $
 2,646
 $
 3,127
 (a) Includes right-of-use asset amortization of ($
 1.3
) million and ($
 1.7
) million for the twelve months
 ended February 3, 2024 and January 28, 2023, respectively.
 (b) Primarily relates to monthly percentage rent for stores not presented on the balance sheet.

 Supplemental cash flow
information and
non-cash activity related
to the
Company's operating
 are as follows (in thousands):

 Operating cash flow information:
 Cash paid for amounts included in the measurement of lease liabilities
 $
 65,872
 $
 67,194
 Non-cash activity:
 Right-of-use assets obtained in exchange for lease obligations, net of rent violations
 $
 44,284
 $
 57,628

 Weighted-average
remaining lease
term and
discount rate
for the
operating leases
are as
 follows:

 `
 As of
 Weighted-average remaining lease term
 2.3

years
 2.5

years
 Weighted-average discount rate
 4.58 %
 3.13 %

 Maturities
of
lease
by
year
for
the
are
as
follows
(in
 thousands):

 2024
 $
 66,868
 2025
 45,125
 2026
 29,070
 2027
 16,517
 2028
 7,716
 Thereafter
 Total lease payments
 165,986
 Less: Imputed interest
 12,865
 Present value of lease liabilities
 $
 153,121

 12.
Income Taxes:

Unrecognized
tax
for
uncertain
tax
positions,
in
Other
noncurrent
 liabilities, are established in accordance
with ASC 740 when, despite
the fact that the
tax return positions
 are
supportable, the
Company believes
these
positions may
be
challenged
and the
are
uncertain.

 The
Company adjusts
these
in
light
of
changing
facts
and
circumstances.
As
of
3,
 2024,
the
Company had
gross
unrecognized
tax
totaling
$
 3.9

of
which
$
 5.0

million (inclusive
of
interest)
would
the
effective
tax
rate
if
recognized.
The
 Company had approximately $
 1.8

million, $
 2.0

million and $
 2.0

million of interest and
penalties accrued
to
uncertain
tax
positions
as
of
3,
2024,
28,
2023
and
29,
2022,
 respectively.
The
Company recognizes
and
penalties
to
the
resolution
of
uncertain
tax
 positions
as
a
of
tax
expense.
The
$
 393,000
,
$
 517,000

and
 $
 452,000

of interest
and penalties
Consolidated Statements
of Income
(Loss) and
Comprehensive
 Income (Loss) for the years ended February 3, 2024, January 28, 2023
and January 29, 2022, respectively.

 The
Company is
no
longer
to
U.S.
federal
tax
examinations
for
years
2020.
In
 state
and
local
tax
jurisdictions,
the
has
exposure
2013.
During
the
next
 months,
state
and
local
taxing
authorities'
statutes
of
limitations
will
expire
and
state
 examinations
may
close,
which
could
in
a
of
unrecognized
tax
for
 which a range cannot be determined.

A reconciliation
beginning and
ending amount
of gross
unrecognized tax
benefits is
as follows
 (in thousands):

 `
Ended
 Balances, beginning
 $
 4,886
 $
 5,286
 $
 5,946

Additions for tax positions of the current year
 1,312

Additions for tax positions of prior years
 -
 Reduction for tax positions of prior years for:

Lapses of applicable statutes of limitations
 ( 1,065)
 ( 968)
 ( 2,652)
 Balances, ending
 $
 3,897
 $
 4,886
 $
 5,286

 The provision for income taxes consists of
the following (in thousands):

 `
Ended
 Current income taxes:

Federal
 $
 ( 148)
 $
 ( 817)
 $
 2,532

State
 ( 334)
 ( 231)

Foreign
 1,898
 2,403
 1,984

Total
 1,416
 1,355
 5,318
 Deferred income taxes:

Federal
 6,613
 ( 2,558)

State
 2,093
 ( 639)

Foreign
 -
 -

Total
 8,724
 ( 3,197)
 Total income tax expense
 $
 10,140
 $
 1,741
 $
 2,121

components of
the
Company's deferred
tax assets
and liabilities
as of
2024
and
 January 28, 2023 are as follows
(in thousands):

 `
 Deferred tax assets:
 Allowance for customer credit losses
 $
 $
 Inventory valuation
 1,076
 1,042
 Non-deductible accrued liabilities
 1,367
 1,435
 Other taxes
 Federal benefit of uncertain tax positions
 Equity compensation expense
 2,975
 2,892
 Federal tax credits
 -
 Net operating losses
 7,854
 5,567
 Charitable contribution carryover
 State tax credits
 -
 Lease liabilities
 34,810
 40,090
 Property and equipment
 3,885
 3,400
 Amortization
 1,401
 -
 Other
 2,150
 2,822
 Total deferred
tax assets before valuation allowance
 57,886
 59,692
 ( 17,998)
 ( 5,058)
 Total deferred
tax assets after valuation allowance
 39,888
 54,634
 Deferred tax liabilities:
 Right-of-Use assets
 39,721
 44,732
 Accrued self-insurance reserves
 Total deferred
tax liabilities
 39,888
 45,421
 Net deferred tax assets
 $
 -
 $
 9,213
 The changes in the valuation allowance are presented below:
Allowance Beginning Balance
 $
 ( 5,058)
 $
 ( 4,473)

Net Valuation
Allowance (Additions) / Reductions
 ( 12,940)
 ( 585)
Allowance Ending Balance
 $
 ( 17,998)
 $
 ( 5,058)

 The Company had $
 0.3

million of state tax credits to offset future state income tax expense, which expired
 during fiscal 2023. The Company had previously
recorded a valuation allowance of $
 0.3

million.

As of February
3, 2024, the
Company had $
 6.8

million of net
deferred tax assets
attributable to state
net
loss
carryforwards
and
$
 0.3

of
other
tax
state
tax.
The
 Company assessed the likelihood that deferred tax
assets related to state net operating
loss carryforwards and
 other deferred tax
assets affecting state
income tax will
be realized. Based
on this assessment,
 concluded that it is more likely than not the Company will not be able to
realize $
 6.8

million and $
 0.3

net operating losses
deferred assets, respectively,
and accordingly, has
recorded a
valuation
 allowance for the same amount.

As
of
3,
2024,
the
had
$
 11.0

of
net
tax
attributable
to
U.S.
 federal net
loss
carryforwards,
other
credit carryforwards
and
all
other deferred
tax assets
net of

 deferred tax liabilities.
The Company assessed the likelihood that deferred tax
assets related to net operating
 loss
carryforwards,
carryforwards
and
all
other
remaining
tax
net
of
tax
 liabilities will be
realized.
Based on this
assessment, the Company
concluded that it
is more likely
than not
 the
will
not
be
able
to
realize
$
 1.1

of
net
loss
carryforwards,
$
 0.4

of
 credit carryforwards and $
 9.5

million of remaining deferred tax assets
net of deferred tax liabilities.
 The net change in the
valuation allowance of $
 12.9

million for the year ended February
3, 2024 is due to
 recording a valuation allowance of $
 11.0

million against net deferred tax assets
attributable to U.S. federal net
 operating loss
carryforwards, other
credit carryforwards
and all
other deferred
tax assets
net of
deferred tax
and
increases
in
state
net
and
state
tax
credits.
The
net
in
the
valuation
 allowance for the year ended January 28, 2023
is due to state net operating losses and
state tax credits.

As
of
3,
2024,
the
position
is
that
its
overseas
subsidiaries
will
not
invest
 undistributed
indefinitely.
Future
unremitted
when
distributed
are
expected
to
be
either
 distributions
of
GILTI-previously
taxed income
or eligible
for
a
 %
dividends received
deduction.
The
 withholding
tax
rate
on
any
unremitted
is
 zero

and
state
taxes
on
such
are
 considered
immaterial.
Therefore,
the
has
not
U.S.
taxes
on
 approximately $
 27.4

million of cumulative earnings from non-U.S. subsidiaries.

 The reconciliation of the Company's effective
income tax rate with the
statutory rate is as follows:

 `
Ended
 Federal income tax rate
 21.0
 %
 21.0
 %
 21.0
 %
 State income taxes
 4.5
 ( 36.4)
 2.7
 CARES ACT - Carryback differential
 -
 -
 ( 5.8)
 Global intangible low-taxed income
 ( 33.4)
 333.0
 6.7
 Foreign tax credit
 0.3
 ( 11.2)
 ( 4.3)
 Foreign rate differential
 7.8
 ( 74.4)
 ( 2.8)
 Offshore claim
 15.2
 ( 141.2)
 ( 5.5)
 Limitation on officer compensation
 ( 3.1)
 27.2
 1.9
 Work opportunity credit
 1.5
 ( 63.7)
 ( 1.8)
 Addback on wage related credits
 ( 0.3)
 13.4
 0.4
 Tax exempt interest
 0.5
 ( 14.4)
 -
 Insurance
 -
 ( 8.1)
 ( 1.0)
 Charitable contribution of inventory
 ( 0.6)
 -
 ( 1.1)
 Uncertain tax positions
 7.4
 ( 18.7)
 ( 3.5)
 Deferred rate change
 -
 1.1
 0.1
 ( 96.0)
 70.9
 ( 2.1)
 Other
 1.7
 ( 0.1)
 0.5
 Effective income tax rate
 ( 73.5)
 %
 98.4
 %
 5.4
 %

 The
largest
driver
for
the
difference
the
effective
tax
rate
for
the
year
 ended February 3, 2024 and the
U.S. federal income tax rate is
the valuation allowance (discussed above)
the
net
tax
attributable
to
U.S.
federal
net
loss
 carryforwards, other credit carryforwards and all other deferred tax assets
net of deferred tax liabilities.

 13.
Reportable Segment Information:
 The
has
determined
that
it
has
 four

segments,
as
defined
under
ASC
280-10
–
 Segment
Reporting
,
including Cato,
It's
Fashion, Verso
na
and
Credit.
As
outlined in
ASC
280-10, the
has
 two

reportable
segments:
and
Credit.
The
has
aggregated
its
three
 operating segments, including e-commerce, based on
the aggregation criteria outlined in ASC
280-10, which
 states that two or more operating segments may be aggregated into a single reportable segment if aggregation
 is consistent with the objective
and basic principles of ASC 280-10,
which require the segments have similar
 economic characteristics, products, production processes, customers
and methods of distribution.
 The
segments
have
characteristics
and
operating,
 financial and
competitive risks.
The products
sold in
each retail
operating segment
are similar
in nature,
as
 they
all
offer
women's
apparel,
shoes
and
accessories.
Merchandise
of
the
segments
is
sourced
from
the
same
and
some
of
the
same
vendors,
using
 production processes.
Merchandise for the Company's retail operating segments is distributed to retail stores
 in a similar manner through
the Company's single distribution center and is
subsequently sold to customers in
 a similar
manner.

 The Company offers its own credit
card to its customers and
all credit authorizations, payment processing
 and collection efforts are performed by a
wholly-owned subsidiary of the Company.

 The following schedule summarizes certain segment
information (in thousands):

 `
 Fiscal 2023
 Total
 Revenues
 $
 705,419
 $
 2,640
 $
 708,059
 9,869
 9,871
 5,101
 -
 5,101
 Income (loss) before taxes
 ( 14,746)
 ( 13,801)
 Capital expenditures
 12,532
 -
 12,532
 Fiscal 2022
 Total
 Revenues
 $
 757,017
 $
 2,243
 $
 759,260
 11,078
 11,080
 5,902
 -
 5,902
 Income before taxes
 1,179
 1,770
 Capital expenditures
 19,433
 -
 19,433
 Fiscal 2021
 Total
 Revenues
 $
 767,205
 $
 2,066
 $
 769,271
 12,354
 12,356
 2,141
 -
 2,141
 Income before taxes
 38,340
 38,965
 Capital expenditures
 4,101
 4,105
 Total
 Total assets as of February 3,
2024
 $
 448,488
 $
 38,329
 $
 486,817
 Total assets as of January 28,
2023
 514,609
 38,531
 553,140

 The accounting
policies of
the segments are
the same
as those
described in the
Summary of
 Accounting Policies in
Note 1. The Company
evaluates performance based on
profit or loss from
 before income taxes. The Company does not
allocate certain corporate expenses to the
Credit segment.

 The
schedule
summarizes
the
direct
of
the
segment
which
are
reflected
in
 Selling, general and administrative expenses (in thousands):

Ended
 `
 Payroll
 $
 $
 $
 Postage
 Other expenses
 Total expenses
 $
 1,692
 $
 1,650
 $
 1,438

 14.
Stock Based Compensation:

As
of
3,
2024,
the
had the
2018
Incentive
Plan for
the
granting of
forms
of
equity-based
awards,
restricted
stock
and
stock
for
grant,
to
officers,
 directors and key employees.

The following table presents the number of options and shares of restricted
stock initially authorized
 and available for grant under this plan as of February 3, 2024:

 `
 2018
 Plan
 Options and/or restricted stock initially authorized
 4,725,000
 Options and/or restricted stock available for grant:

 3,461,061

 3,147,393

 In accordance with
ASC 718, the
fair value of
restricted stock awards
is estimated on
the date
of
 grant based
on the
market price
stock and
is amortized
to compensation
expense on
a
 straight-line basis
over a
 five-year

vesting period.
As of
2024, there
was $
 9,334,000

of total
 unrecognized compensation
expense related
to unvested
restricted stock
awards, which
is expected
to be
 recognized over a remaining weighted-average vesting period of
 2.1

The total grant date fair value
 of
the
as
the
twelve
months
ended
3,
2024,
 January 28,
2023 and
January 29,
2022 was
$
 4,105,000
, $
 2,556,000

and $
 4,055,000
, respectively.
The
 increase in total compensation expense for fiscal 2023 is
due to a true-up in fiscal 2022 that
resulted from
 forfeitures
driven
by
the
retirement
of
several
senior
members
of
management.
The
are
 classified as a
component of Selling, general
and administrative expenses in
the Consolidated Statements
 of Income (Loss) and Comprehensive Income (Loss).

 The following summary shows
the changes in the
shares of unvested
restricted stock outstanding
 the years ended February 3, 2024,
January 28, 2023 and January 29, 2022:

 `
 Weighted Average
 Number of
 Grant Date Fair
 Shares
 Value Per
Share
 Restricted stock awards at January 30, 2021
 1,023,956
 $
 15.33

 Granted
 407,910
 13.49

 Vested
 ( 176,575)
 22.22

 Forfeited or expired
 ( 59,003)
 13.95

 Restricted stock awards at January 29, 2022
 1,196,288
 $
 13.76

 Granted
 319,441
 13.70
 Vested
 ( 231,638)
 16.99

 Forfeited or expired
 ( 224,658)
 13.43

 Restricted stock awards at January 28, 2023
 1,059,433
 $
 13.10

 Granted
 414,502
 8.29

 Vested
 ( 217,238)
 13.97

 Forfeited or expired
 ( 132,824)
 11.73

 Restricted stock awards at February 3, 2024
 1,123,873
 $
 11.32

 The
Employee
Stock
Purchase
Plan
allows
eligible
full-time
employees
to
a
of
of
the
Class
A
Stock
each
semi-annual
offering
 period at
a
 % discount through
payroll deductions. During
the twelve
month period ended
 2024, the
Company sold
 54,889

shares to
employees at an
average discount of
$
 1.22

per share
 Employee Stock Purchase Plan.
The compensation expense
recognized for the
 % discount given
under
 the
Employee
Stock
Purchase
Plan
was
$
 67,000
,
$
 54,000

and
$
 36,000

for
years

 2023, 2022 and 2021,
respectively.
These expenses are classified
as a component of
Selling, general and
 administrative expenses.

 15.
Commitments and Contingencies:

The
is,
from
time
to
time,
involved
in
routine
incidental
to
the
conduct
of
its
the
that
it
sells,
 property,
litigation instituted
by persons
injured upon
premises under
our control,
litigation with
respect
 to
employment
alleged
discrimination
and
wage
and
hour
litigation,
and
 litigation with present or former employees.

Although such
litigation is
routine and
incidental to
the conduct
business, as
with
 any business
of its
size with
a significant
number of
employees and
significant merchandise
sales, such
 litigation could
result in
large
monetary awards.
Based on
information currently
available,
 does
not
believe
that
any
reasonably
possible
arising
from current
pending litigation
will
have a
 material adverse effect
on the Company's
consolidated financial statements. However,
given the inherent
involved
in
such
an
outcome
in
one
or
more
of
such
could
 materially and adversely affect the Company's
financial condition, results of operations and cash flows in
 any
particular
period.
The
accrues
for
these
when
the
is
deemed
 probable and reasonably estimable.

 16.
Accumulated Other Comprehensive Income:
 The
table
sets
forth
the
reclassification
out
of
other
 comprehensive income (in thousands) for the
year ended February 3, 2024:

 `
 Changes in Accumulated Other

 Comprehensive Income (a)
 Unrealized Gains
 and (Losses) on
 Available-for-Sale
 Securities
 Beginning Balance at January 28, 2023
 $

Other comprehensive income (loss) before

reclassification
 1,614

Amounts reclassified from accumulated

other comprehensive income (b)
 Net current-period other comprehensive income
 (loss)
 1,633
 Ending Balance at February 3, 2024
 $
 (a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to
accumulated other
 comprehensive income.
 (b) Includes $

impact of Accumulated other comprehensive income reclassifications into Interest and other
 income for net gains on available-for-sale securities. The
tax impact of this reclassification was $
. Amounts
 in parentheses indicate a debit/reduction to accumulated other comprehensive income.

 The following table sets forth information regarding the reclassification
out of Accumulated other
 comprehensive income (in thousands) for the year ended January 28, 2023:

 Changes in Accumulated Other

 Comprehensive Income (a)
 Unrealized Gains
 and (Losses) on
 Available-for-Sale
 Securities
 Beginning Balance at January 29, 2022
 $
 ( 280)

Other comprehensive income (loss) before

reclassification
 ( 982)

Amounts reclassified from accumulated

other comprehensive income (b)
 Net current-period other comprehensive income (loss)
 ( 958)
 Ending Balance at January 28, 2023
 $
 (a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to
accumulated other
 comprehensive income.
 (b) Includes $

impact of Accumulated other comprehensive income reclassifications into Interest and other
 income for net gains on available-for-sale securities. The
tax impact of this reclassification was $
. Amounts in
 parentheses indicate a debit/reduction to accumulated other comprehensive income.

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure:

None.
 Item 9A.

 Controls and Procedures:
 Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

We
carried out
an evaluation,
with the
participation of
our Principal
Executive Officer
and Principal
 Financial Officer,
effectiveness of
our disclosure
controls and
procedures as
of February
3, 2024.

 Based on this
evaluation, our Principal
Executive Officer
and Principal Financial
Officer concluded that,
 as
of
2024, our
disclosure controls
and procedures,
as
defined in
Rule 13a-15(e),
 Securities Exchange Act
of 1934
(the "Exchange
Act"), were effective
to ensure that
information we are
 required to
disclose in
the reports
that we
file or
submit under
the Exchange
Act is
recorded, processed,
 summarized
and
the
time
periods
specified
in
the
SEC's
rules and
forms
and
that
such
is
accumulated
and
communicated
to
our
our
Executive
and
Officer,
as
appropriate
to
allow
timely
decisions
 disclosure.
 Management's Report on Internal Control Over Financial Reporting

Management is
responsible
for
establishing
and
maintaining adequate
over
 reporting, as defined in Exchange Act Rule 13a-15(f).
Under the supervision and with the participation of
 our
management, including
our
Executive Officer
and
Officer,
we
carried
 out
an
evaluation
of
the
effectiveness
of
our
over
as
of
3,
 2024
based
on
the

Internal
Control
–
Integrated
Framework
 (2013)

issued
by
the
of
 Sponsoring
Organizations
of
the
Treadway
Commission
("COSO").
Based
on
this
evaluation,
 management concluded
that our
internal control
over financial
reporting was
effective as
of February
3,
 2024.

PricewaterhouseCoopers
LLP,
an
independent
registered
firm,
has
audited
the
 effectiveness of our internal
control over financial reporting as
of February 3, 2024, as
stated in its report
 which is included herein.
 Changes in Internal Control Over Financial Reporting

No
in
the
over
(as
defined
in
Act
 Rule
13a-15(f))
has
occurred
the
quarter
ended
3,
2024
that
has
affected,
or
is
reasonably
likely
to
affect,
the
over
 financial reporting.
 Inherent Limitations on Effectiveness of Controls

The
its
Executive
and
 Officer,
does not
expect our
disclosure controls
and procedures
or internal
controls to
prevent all
errors
 and all
fraud. A
control system, no
matter how
well conceived or
operated, can provide
only reasonable,
 not absolute,
assurance that
the objectives
control system are
met. Further,
the design
of a
must
reflect
the
fact
that
there
are
resource
constraints,
and
the
of
controls
must
be
 considered relative to their costs.
Because of the inherent limitations
in all control systems,
no evaluation
 of
controls
can
absolute
all
issues
and
instances
of
fraud,
if
any,
the
 company have
been detected.
These inherent
limitations include
the realities
that judgments
in decision-
 making can be faulty and that breakdowns can occur because of simple
error or mistake. Controls can also
 be
circumvented
by
the
individual
acts
of
some
persons,
by
collusion
of
two
or
more
people,
or
by
override
of
the
controls.
The
design
of
any
of
controls
is
based
in
part
on
 assumptions about the likelihood
of future events,
and there can
be no assurance any
design will succeed

 in
achieving
its
stated
goals
under
all
conditions.
Over
time,
controls
may
become
 inadequate because of changes
in conditions or
deterioration in the degree
of compliance with policies
or
 procedures.
Because
of
the inherent
limitations in
a
cost-effective
system, misstatements
due to
 error or fraud may occur and not be detected.
 Item 9B.

 Other Information:

During
the
three
months
ended
3,
2024,
none
of
the
directors
or
officers
(as
 defined
in
Rule 16a-1(f)
of
the
Securities Exchange
Act
of
1934,
as
amended)
 adopted

or
 terminated

a
 "Rule10b5-1 trading arrangement" or a "
 non
 -
 Rule10b5-1

trading arrangement" (as such terms are defined
 in Item 408 of Regulation S-K).
 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
:

None

 PART
III

 Item 10.
 Directors, Executive Officers and Corporate Governance:

contained
under
the
captions
"Election
of
Directors,"
"Meetings
and
Committees,"
 "Corporate
Matters"
and
"Delinquent
Section
16(a)
Reports"
in
the
Registrant's
Proxy
 Statement
for
its
2024
annual
stockholders'
meeting
(the
"2024
Proxy
Statement")
is
incorporated
by
 reference
in
response
to
this
Item 10.
The
in
response
to
this
Item 10
executive
 officers
Company is
contained in
Item 3A, Part I
hereof under
the caption
"Executive Officers
of
 the Registrant."
 Item 11.
 Executive Compensation:

Information contained under the captions
"2023 Executive Compensation" (except for
the information
 under
the
heading
"Pay
Versus
Performance"),
"Fiscal
Year
2023
Director
Compensation,"
and
 "Corporate
Matters-Compensation
Interlocks
and
Insider
Participation"
in
the
 Company's 2024 Proxy Statement is incorporated by reference in response to this Item.
 Item 12.
 Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder

 Matters:
 Equity Compensation Plan Information

The
table
provides
about
stock
outstanding
and
for
 future awards under all of the Company's equity compensation plans. The information is as of February
3,
 2024.
 (a)
 Number of Securities to
 be Issued upon
 Exercise of
 Outstanding Options,
 Warrants and Rights
 (1)
 (b)
 Weighted-Average
 Exercise Price of
 Outstanding Options,
 Warrants and Rights
 (1)
 (c)
 Number of Securities
 Remaining Available
 for Future Issuance
 Under Equity
 Compensation Plans
 (Excluding Securities
 Reflected in Column
 (a)) (2)
 Plan Category

 Equity compensation plans approved

by security holders

 -
 -
 3,305,360
 Equity compensation plans not

approved by security holders

 -
 -
 -
 Total

 -
 -
 3,305,360

 (1)

 There are no outstanding stock options, warrants or stock appreciation
rights.

 (2)

 Includes the following:

 Under
the
stock
incentive
plan,
referred
to
as
the
2018

 Incentive
Plan,
3,147,393
are
for
grant.
Under
this
plan,
non-
 qualified stock options may be granted to key associates.

 Under
the
2021
Employee Stock
Purchase
Plan,
157,967 shares
are
available. Eligible
 may
participate
in
the
of
designated
of
the
stock.
The
 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.

Information contained under "Security Ownership of Certain Owners
and Management" in the
 2024 Proxy Statement is incorporated by reference in response to this Item.

 Item 13.
 Certain Relationships and Related Transactions, and Director Independence:

contained
under
the
caption
"Certain
Relationships
and
Related
Person
Transactions,"
 "Corporate
Matters-Director
Independence"
and
"Meetings
and
Committees"
in
the
2024
 Proxy Statement is incorporated by reference in response to this Item.

Item 14.
 Principal Accountant Fees and Services:

Information contained
captions "Ratification
of
Independent Registered
Public Accounting
 Firm-Audit Fees"
and
"-Policy on
Audit
Committee Pre-Approval
of
Audit
and Permissible
Non-Audit
 Services
by
the
Independent
Registered
Public
Firm"
in
the
2024
Proxy
Statement
is
 incorporated by reference in response to this Item.

 PART
IV
 Item 15.
 Exhibits and Financial Statement Schedules:

(a) The following documents are filed as part of this report:

(1) Financial Statements:

 Page

 Report of Independent Registered Public Accounting Firm
....................................................................

 Consolidated Statements of Income (Loss) and Comprehensive Income
(Loss) for the fiscal

years ended February 3, 2024, January 28, 2023 and January 29, 2022
................................................

 Consolidated Balance Sheets at February 3, 2024 and January 28, 2023
.................................................

 Consolidated Statements of Cash Flows for the fiscal years ended
February 3, 2024, January 28, 2023

 and January 29, 2022................................................................................................................................

 Consolidated Statements of Stockholders' Equity for the fiscal years ended
February 3, 2024,

 January 28, 2023 and January 29, 2022
....................................................................................................

 Notes to Consolidated Financial Statements
.............................................................................................

(2) Financial Statement Schedule: The following report and
financial statement schedule is filed

herewith:
 Schedule II — Valuation and Qualifying Accounts.................................................................................

All
other
schedules
are
omitted
as
the
is
inapplicable
or
the
is
 presented in the Consolidated Financial Statements or related Notes thereto.

(3) Index to Exhibits: The
following exhibits listed in
the Index below are
filed with this report
or, as
 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,
 8100 Denmark
Road, Charlotte,
NC 28273
and the
payment of
$.50 per
page to
help defray
the costs
of
 handling,
copying
and
postage.
In
most
cases,
documents
incorporated
by
reference
to
exhibits
to
our
 registration
statements,
or
proxy
filed
by
the
with
the
Securities
and
Commission
are
to
the
over
the
Internet
from
the
SEC's
web
site
at

 Exhibit

 Number

 Description of Exhibit

 3.1

 Registrant's Amended and Restated Certificate of Incorporation, incorporated by reference
 to Exhibit 3.1 to Form 10-Q of the Registrant for the quarter ended May 2, 2020.

 3.2

 Registrant's Amended and Restated By Laws, incorporated by reference to Exhibit 3.2 to
 Form 10-Q of the Registrant for the quarter ended May 2, 2020.
 4.1
 Description of the Registrant's Securities Registered Pursuant to Section 12 of the
 Securities Exchange Act of 1934, incorporated by reference to Exhibit 4.1 to Form 10-K of
 the Registrant for the year ended February 1, 2020.
 10.1*
 The Cato Corporation 2013 Employee Stock Purchase Plan (Amended and Restated as of
 April 1, 2021) incorporated by reference to Appendix A to 8-K of the Company filed on
 April 8, 2021(SEC file No. 333-25638).
 10.2*
 2013 Incentive Compensation Plan, incorporated by reference to Exhibit 4.1 to Form S-8
 of the Registrant filed May 31, 2013 (SEC file No. 333-188993).
 10.3*

 2018 Incentive Compensation Plan, incorporated by reference to Exhibit 99.1 to Form S-8
 of the Registrant filed June 1, 2018 (SEC file No. 333-225350).

 10.4*

 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.

 10.5*

 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.

 10.6*

 Retirement Agreement between Registrant and Wayland H. Cato, Jr. dated August 29,
 2003 incorporated by reference to Exhibit 10.1 to Form 10-Q of the Registrant for quarter
 ended August 2, 2003.

 10.7*

 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.
 10.8*
 Deferred Compensation Plan effective July 28, 2011, incorporated by reference to Exhibit
 10.1 to Form 8-K of the Registrant filed on July 19, 2011.
 10.9*
 Letter Agreement between the Registrant and Charles Knight dated as of January 4, 2022,
 incorporated by reference to Exhibit 10.1 to Form 8-K of the Registrant filed on January 6,
 2022.
 10.10
 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,
 2022.

 10.11
 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.
 10.12
 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.
 10.13
 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.

 21.1**

 Subsidiaries of Registrant.

 23.1**

 Consent of Independent Registered Public Accounting Firm.

 31.1**

 Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.

 31.2**

 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.

 32.1**

 Section 1350 Certification of Chief Executive Officer.

 32.2**

 Section 1350 Certification of Chief Financial Officer.
 97.1**
 Registrant's Dodd-Frank Clawback Policy.
 101.INS
 101.SCH
 101.CAL
 101.DEF
 101.LAB
 101.PRE
 104.1
contained in the Interactive
 Data Files submitted as Exhibit 101.1**).
 ___________
 * Management contract or compensatory plan required to be filed under Item 15 of this report and Item
 of Regulation S-K.
 ** Filed or submitted electronically herewith.
 Item 16.
 Form 10-K Summary:

None.

 SIGNATURES

Pursuant
to
the
of
Section 13
or
15(d)
of
the
Securities
Act
of
1934,
Cato
has
duly
 caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 The Cato Corporation
 By
 /s/ JOHN P.
D. CATO
 By
 /s/ CHARLES D. KNIGHT

 John P.
D. Cato
 Chairman, President and
 Chief Executive Officer
 Charles D. Knight
 Executive Vice President
 Chief Financial Officer
 By
 /s/ JEFFREY R. SHOCK
 Jeffrey R. Shock
 Senior Vice President
 Controller
 Date: March 27, 2024

Pursuant to the
requirements of the
Securities Exchange
Act of 1934,
this report has
been signed below
on March 27,
2024
 by the following persons on behalf of the Registrant and in the capacities indicated:

 /s/ JOHN P.
D. CATO
 John P.
D. Cato
 (President and Chief Executive Officer
 (Principal Executive Officer) and Director)
 /s/ BAILEY W.
PATRICK
 Bailey W.
Patrick

 /s/ CHARLES D. KNIGHT
 Charles D. Knight
 (Executive Vice President
 Chief Financial Officer (Principal Financial Officer))
 /s/ THOMAS B. HENSON
 Thomas B. Henson

 /s/ JEFFREY R. SHOCK
 Jeffrey R. Shock
 (Senior Vice President
 Controller (Principal Accounting Officer))
 /s/ BRYAN
F. KENNEDY
III
 Bryan F. Kennedy III
 /s/ THOMAS E. MECKLEY
 Thomas E. Meckley
 /s/ D. HARDING STOWE
 D. Harding Stowe

 /s/ THERESA J. DREW
 Theresa J. Drew
 /s/ PAMELA
L. DAVIES
 Pamela L. Davies

 Schedule II
 VALUATION
AND QUALIFYING ACCOUNTS
 (in thousands)
 Allowance
 for
 Customer
 Self Insurance
 Credit Losses(a)
 Reserves(b)
 Balance at January 30, 2021
 $
 $
 10,975
 Additions charged to costs and expenses

 13,464
 Additions (reductions) charged to other accounts

 (c)
 ( 1,447)
 Deductions

 ( 385)
 (d)
 ( 14,721)
 Balance at January 29, 2022
 $
 $
 8,271
 Additions charged to costs and expenses

 13,287
 Additions (reductions) charged to other accounts

 (c)
 Deductions

 ( 475)
 (d)
 ( 14,523)
 Balance at January 28, 2023
 $
 $
 7,673
 Additions charged to costs and expenses

 16,063
 Additions (reductions) charged to other accounts

 (c)
 Deductions

 ( 706)
 (d)
 ( 15,075)
 Balance at February 3, 2024
 $
 $
 9,128
 (a)
Deducted from trade accounts receivable.
 (b)
Reserve for Workers' Compensation,
General Liability and Healthcare.
 (c)
Recoveries of amounts previously written off.
 (d)
Uncollectible accounts written off.