cato-20250201

 FALSE 1763652 0000018255 FY 2.8 2.5 2027-05-31 --02-01 2024 0.5 No Yes Yes P5Y

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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
subject to
 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
(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
period
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
control over
financial reporting
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
value
of
the
Registrant's
Class A
Stock
held
by
non-affiliates
of
the
Registrant
as
of
August
3,
2024,
the
last
 business day of
most recent second
quarter, was
$
 88,395,998

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

As of February 1, 2025, there were
 18,313,929

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 2025 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 – 23
 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
........................................................................................

 27 – 29

 Item 7.

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

 30 – 36

 Item 7A.

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

 Item 8.

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

 37 – 71

 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
economic
 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
for
our
year
ending
31,
2026
("fiscal
2025")
and
beyond,
including,
but
not
 limited to, statements regarding expected amounts of capital expenditures and store openings, relocations,
 remodels
and
closures,
statements regarding
the
of
the
COVID-19 or
other
pandemics
 and related
responses and
mitigation efforts,
as well
as the
potential impact
of supply
chain disruptions,
 extreme weather
conditions, trade
policies, inflationary
pressures and
other economic
conditions on
our
of
and
condition
and
statements regarding
new
store
 strategy;
and
(5) statements
to
our
contingencies.
When
possible,
we
have
attempted
to
 identify
forward-looking
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
expressions.
We
can
give
no
that actual
results or
will not
differ
materially from
those
expressed or
implied in
any
 such
forward-looking
statements.
Forward-looking
included
in
this
are
based
on
 information available
to us
as of
the filing
date of
this report,
but subject
to known
and unknown
 uncertainties and other factors that could cause actual results
to differ materially from those contemplated
 by the forward-looking statements.
Such factors include, but are not limited to, the following:
any actual
 or perceived
deterioration in
the conditions
that drive
consumer confidence
and spending,
including, but
 not limited to, prevailing social,
economic, political and public health
conditions and uncertainties, levels
 of unemployment, fuel, energy and food costs,
inflation, wage rates, tax rates, interest rates, home values,
net
worth
and
the
of
credit;
in
laws,
or
government
policies
 affecting our business, including
but not limited to
tariffs and taxes; uncertainties
regarding the impact of
 any
governmental
action
regarding,
or
responses
to,
the
foregoing
conditions;
competitive
and
pressures;
our
to
predict
and
respond
to
rapidly
and
 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
threats
(including
the
COVID-19
or
other
pandemics)
or
that
may
our
 sales
or
operations;
risks
due
to
shifts
in
demand,
the
to
liquidate
 excess
at
anticipated
margins;
developments
or
volatility
the
 services 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 1,
2025 ("fiscal 2024"), as
 amended
or
supplemented,
and
in
other
we
file
with
or
furnish
to
the
and
 Commission ("SEC")
from time
to time.
We
do not
undertake, and
expressly decline,
any obligation
to
 update
any
such
forward-looking
in
this
report,
whether
as
a
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
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
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
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
founded
in
1946,
operated
1,117
specialty
at
1,
2025,
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
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
2024.
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
years.
The
Company originated
as
a
 family-owned business and
made its
first initial
public offering
of stock
in 1968.
In 1980,
 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
generally
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

the
purchases
from
suppliers,
most
of
its
 merchandise is
purchased from
approximately 100
primary vendors.
In
2024,
purchases from
the
largest
vendor
accounted
for
14%
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
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
in
2014.
a
portion
of
the
is
 manufactured
overseas,
in
Southeast
Asia,
the
does
not
expect
that
any
economic,
 political,
or
social
unrest in
any
one
country
would
have
a
adverse effect
on
the
to
obtain
adequate
supplies
of
merchandise.
However,
the
can
give
no
that
any
or
disruptions
in
its
chain
would
not
and
 adversely affect the
Company.
See "Risk Factors –
Risks Relating to Our
Business – Because we
 a
portion
of
our
directly
and
indirectly
from
overseas,
we
are
to
risks
with
changes,
disruptions,
costs
or
other
problems
the
chain,
risks
with
trade
policies,
costs
and
as
the
 result of
actual or
threatened tariffs,
the risks
of conducting
international operations
and risks
that affect
 the prevailing
social, economic,
political, public
health and
other conditions
areas from
which we
merchandise.
These
risks
have
and
could
to
and
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
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
0.8%,
1.0%
and
1.0%
of
sales
for
years
2024,
2023
and
 2022, respectively.
 Store Operations

The
store
team
consists
of
four
territorial
managers,
eight
 regional
managers and
70 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
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
 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 2020:

 Store Development
 Number of Stores
 Beginning of
 Number
 Number
 Number of Stores
 Year
 Opened
 Closed
 End of Year
 2020.....
 1,281

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

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

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

 1,178
 2024.........
 1,178

 1,117
 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%, 3.4% and 3.1% of
retail sales in
 fiscal 2024,
2023 and
2022, respectively.
bad debt
expense,
recovery,
was 3.9%,
 3.6% and 2.0% of credit sales in fiscal 2024, 2023 and 2022, respectively.
 Customers applying for the Company's credit card are approved for credit if
they have a satisfactory
record
and
the
has
positively
assessed
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
are
not
received
on
time,
the
is
assessed
a
late
fee
to
 limits.
 The
introduced
its
loyalty
in
October
2021.
The
loyalty
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
of
the
loyalty
is
immaterial
to
the
2024
statements.
The
 loyalty
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
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
period
in
 which the
layaway is
initiated.
Recognition of
restocking fees occurs
accounting period
when the
defaults
on
the
purchase.
Layaway
sales
represented
2.8%,
3.0%
and
 2.7% of retail sales in fiscal 2024, 2023 and 2022, respectively.

 Information Technology Systems
 The
daily
and
merchandising
that
is
used
by
management to
enhance
the
timeliness
and
effectiveness
of
purchasing
and
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. The Company 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 income.

 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
import
and
export
privacy
and
data
protection,
regulation,
 environmental
recordkeeping
and
tariffs,
taxes,
intellectual
property
 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 2024,
faces
risks
to
its
efforts
to
with
these
laws
and
and
risks
to
 noncompliance,
as
generally
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
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
1,
2025,
the
employed
7,000
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
 functions in
the Home
Office
and distribution
center and
the remainder
are engaged
in store
operations.
 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
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
and
level
of
pay.
The
endeavors
to
promote
an
 environment where all associates can develop and flourish, to provide opportunities for advancement, and
 to
treat
all
of
its
with
dignity
and
respect.
The
constantly
strives
to
improve
its
 training
programs
to
develop
associates.
Over
80%
of
store
and
field
are
promoted
from
 within,
allowing the
Company to
internally
staff
its
store
base.
The
Company has
training
programs
at
 each
level
of
store
operations.
The
also
performs
of
its
safety
protocols,
 including measures to promote the health 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
in
this
report,
the
 disclosures
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:
 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, risks associated with trade policies, including
 costs and uncertainties as the result of actual or threatened tariffs, the risks of conducting
 international operations and risks that affect the prevailing social, economic, political,
 health and other conditions in the areas from which we source
merchandise. These risks have and
 could continue to materially and adversely affect the Company's business, results of operations
 and financial condition.

 We
do
not
own
or
operate
any
manufacturing
facilities.
As
a
result,
the
success
of
our
is
tied
to
our
timely
receipt
of
quality
from
third
party
manufacturers
at
a
 reasonable
cost.
A
of
our
is
manufactured
overseas,
principally
in
 Southeast
Asia.
We
are
to
chain
disruptions
transit
times
and
 issues related
to
a sustained
drought in
Panama that
is
causing longer
transit times
through the
Panama
 Canal
and
limiting
the
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
issues
have
and
may
to
drive
up
our
ocean
delay

 deliveries,
and
our
to
access
the
already
of
ocean
container
shipping
 capacity that
we require.
we may
be subject
to additional
costs related
to our
supply chain
 such as
increased facility fees,
fuel, peak surcharg
es and
other additional charges
to transport
our goods,
 which may increase our costs. We
also are subject to domestic supply chain disruptions, including 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 and
other conditions that impact our
domestic supply chain. These supply chain
risks have
 and
may
to
in
both
higher
costs
to
transport
our
merchandise and
delayed
 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
sourced
from
China,
and
our
costs
for
these
materials
are
to
 increase as
a result
of newly implemented
tariffs on
Chinese products. We
are subject
to numerous
risks
 that can
cause significant
delays or
interruptions in
the supply
merchandise or
increase our
 These risks include political unrest,
labor disputes, terrorism, war,
public health threats, including but
not
to
communicable diseases
(such
as
COVID-19 or
other
pandemics), financial
or
other
forms
of
 instability or
other events
resulting in
the
disruption of
trade from
affecting our
supply chain,
for
imported
merchandise,
or
the
imposition
of,
or
in,
laws,
 regulations or
duties, quotas, tariffs,
taxes or
governmental policies regarding
or responses
to
 these
or
other
the
or
cost
of
imports.
In
geopolitical
 tensions,
sanctions,
prohibitions,
or
threatened
tariffs,
and
have resulted
in
costs
with
produced
in
regions.
 Any new sanctions, tariffs and reporting requirements enacted in the future may further
increase our costs
with
sourcing
from
those
regions
or
limit
our
to
procure
the
we
 source, and
our ability
to source
these products
from other
regions may
be limited
or result
in increased
 sourcing costs. If we are unable to
pass these increased sourcing costs onto our vendors or
our customers,
 it may adversely impact our results of operations.
 Any actual or perceived deterioration in the conditions that drive
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,
spending
for
our
and
accessories,
are
affected
by,
 among other
things, prevailing
social, economic,
political and
public health
conditions and
 (such
as
under
debate
in
the
U.S.
from
time
to
time
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
of
credit,
confidence
and
perceptions
of
in
or
 affecting 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 conditions
or
uncertainties regarding
them also
generally cause
consumers to
defer
 purchases
of
discretionary
items,
such
as
our
merchandise,
or
to
cheaper
alternatives
to
our
 merchandise, all
of which
may also
our
net sales
and results
of operations.
In addition,
 numerous events,
whether or
not
economic conditions,
such
as downturns
in
the
stock
 markets,
acts
of
war
or
terrorism,
geopolitical
uncertainty
or
unrest
or
natural
disasters,
outbreaks
of
 disease
or
events,
may
also
dampen
confidence,
and
accordingly,
lead
to
reduced
 consumer spending.
Any of
these events
could have
a material
adverse effect
business, results
of
 operations and financial condition.

 Continued high interest rates have and may continue to adversely
impact our customers'
 discretionary income or willingness to purchase discretionary items, which
may adversely affect
 our business, margins, results of operations and financial condition.
 Continued high interest rates have adversely affected our customers' discretionary income, in part due
 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,
 combined
with
inflationary
pressures
on
non-discretionary
items,
food,
fuel
and
 shelter reduce
our customers'
discretionary income
and their
willingness to
purchase discretionary items
 such as apparel, shoes or jewelry products. Any reduction in our customers' discretionary
spending on our
could
erode
our
sales
volume
and
our
of
and
 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
making it more
difficult to
hire new
associates and
retain existing associates.
The tight
 labor
and
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
offset
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
higher
for
discretionary
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
 discretionary
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.
 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
challenging.
To
the
extent
we
explore
other
to
our
or
explore
 increasing
the
of
sourced
from
countries,
we
may
be
to
legal
and
operational risks
with
doing
in
new
or
increasing our
 business in other countries.
 Further, the activities conducted by
our sourcing offices outside the
United States subject us to foreign
 operational
as
well
as
U.S.
and
international
and
as
 elsewhere
in
this
"Risk
Factors"
section,
in
particular
below
under
"Risk
Factors
–
Risks
Relating
to
 Accounting
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.
 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
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
of
global
are
expected
to
be
unpredictable
and
widespread.
 The
of
present
a
variety
of
risks.
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
of
present
transition
risks
and
 reputational risks. The potential cost of compliance with any future regulations may substantially increase
 our costs. For example, the
use of certain commodities in
the 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
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
our
consumers
and
consumers
shop.
In
our
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 shopping
 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.
 The inability of third-party vendors to produce goods on time and to
the Company's specifications
 may adversely affect the Company's business, results of operations and financial condition.
 Our
dependence
on
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,
or
other
failures
to
follow
our
vendor
guidelines
or
with
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
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."
 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
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.
 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
pressures,
marketing
expenditures,
costs
to
open
new
as
 well
as
loss
of
share,
which
could
and
our
of
 operations and financial condition.

 Fluctuations in the price, availability and quality of inventory have and
may continue to result in
 higher cost of goods, which the Company may not be able to pass on
to its customers.
 The price
and availability
of raw
materials may
be impacted
by demand,
regulation, tariffs,
weather
 and
crop
yields,
currency
value
fluctuations,
inflation,
as
well
as
other
factors.
 manufacturers
have
and
may
to
have
increases
in
other
manufacturing
such
as
 transportation,
labor
and
benefit
These
increases
in
production
costs
may
in
higher
 merchandise costs to the Company.
Due to the Company's
limited flexibility in price point, the
 may
not
be
able
to
pass
on
those
cost
increases
to
the
consumer,
which
could
have
a
 effect on our margins, results 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
or
threats
and
economic
 conditions, including
but not
limited to
continued high
interest rates
and persistent
inflation. In
must
be
ordered
well
in
advance
of
the
selling
season
and
are
 confirmed
by
sales.
When
we
are
not
able
to
accurately predict
customers' preferences
for
our
 items, we may have too
much inventory, which
may cause excessive markdowns. When we
are unable to
 accurately
predict
demand
for
our
merchandise,
we
may
end
up
with
shortages,
resulting
in
 missed
sales.
Our
inability
to
effectively
manage
may
to
our
gross
 margin and results of operations.
 Adverse developments affecting the financial services industry or events or concerns
involving
 liquidity, defaults or non-performance by financial 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
or other
companies in
the financial
services
or
the
services
generally,
or
concerns
or
rumors
about
any
of
these
 kinds
or
other
have
in
the
past
and
may
in
the
lead
to
sporadic
or
market-wide
 liquidity problems
that
could adversely
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
generated
by
our
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
may adversely
our
financial condition,
of
and
our
to
execute
our
strategy.
Furthermore,
these
 developments affecting
the
financial services
industry or
related perceptions
may negatively
impact our
discretionary
or
our
willingness
to
apparel,
shoes
or
jewelry
 products. Any
reduction in
our customers'
discretionary spending
products could
erode our
sales
 volume and adversely affect our results of operations and financial condition.
 The competitive hiring environment and our failure to attract, train,
and retain skilled personnel
 has and could continue to adversely affect our business and our financial condition.
 Like most
retailers, we experience
significant associate turnover
rates, particularly among
store sales
and
managers.
Moreover,
attracting
and
retaining
skilled
personnel
has
been
and
could
to
be
challenging.
To
offset
this
turnover
as
well
as
support
new
store
growth,
we
must
 continually attract, hire and train new store associates to meet our staffing needs.
A significant increase in

 the
turnover
rate
among
our
store
sales
and
managers
would
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 industry 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 grow.
 If
we
are
unable
to
retain
our
key management
and
store
associates 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.
 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
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,
payable,
ledger,
 receivable,
sales, banking,
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,
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
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
effect
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
through
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
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
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
 provides
the
online
experience
and
introduces
the
to
a
new
 customer base,
it also
exposes us
to numerous
risks. We
are subject
to potential
failures in
the efficient
 and uninterrupted operation
websites, customer contact center
or our distribution
center, including
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
subject to
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
methods).
For
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
services
to
us.
We
are
also
to
card
association
rules,
data
rules,
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
and subject to fines
 and higher transaction
fees. In addition,
we may lose
our ability to
accept credit and
debit card payments
 from our
customers 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:
 If we fail to protect our trademarks and other intellectual property
rights or infringe the
 intellectual property rights of others, our business, brand image,
growth strategy, results of
 operations and financial condition could be adversely affected.
 We
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.
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
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.
 The
is
from
time
to
time
to
that
its
products,
processes,
advertising,
or
 trademarks
infringe
the
intellectual
property
rights
of
others.
The
defense
of
these
claims,
even
if
 ultimately successful, may result in costly litigation, and if the Company is not successful in its defense, it
 could be subject to
injunctions and liability for
damages or royalty obligations,
and the Company's
 profitability, cash flows, financial condition and reputation could be adversely affected.

 Our business operations subject us to legal compliance and litigation risks,
as well as regulations
 and regulatory enforcement priorities, which could result in increased
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
U.S. and
 foreign
laws
and
to
our
in
foreign
from
which
we
our
 merchandise and operate our sourcing offices. Our business is also subject to regulatory and litigation risk
 in all of these
jurisdictions, including foreign jurisdictions that may
lack well-established or reliable legal
 systems for resolving legal disputes. Compliance risks and litigation claims have
arisen and may continue
 to
arise
in
the
ordinary
course
of
our
and
include,
among
other
intellectual
property
employment
commercial
disputes,
product-oriented
tax,
relations
and
 personal injury
claims. International
activities subject
us to
numerous U.S.
and international
regulations,
but
not
to,
restrictions
on
trade,
license
and
permit
import
and
export
 license
privacy
and
data
protection
laws,
environmental
laws,
records
and
 management regulations, tariffs
and taxes
and anti-corruption
laws, violations
of which
by employees or
 persons acting
behalf may
in significant
investigation costs,
severe criminal
or
 civil
sanctions
and
reputational
harm.
These
and
other
to
which
we
may
be
could
 negatively
our
and
These
frequently
raise
 complex factual and
legal issues, which
are subject to
risks and uncertainties
and could divert
time.
The
may
also
be
to
and
audits,
the
of
 which could materially and adversely
affect 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 litigation matters could result
in unexpected expenses and liability,
as
 well as have an adverse effect on our operations and our reputation.
 New
legislation
or
regulation
and
interpretation
of
laws
and
regulations,
those
data privacy
or sustainability
could increase
our costs
of compliance,
technology and
 business operations.
The interpretation
of existing
or new
laws to
existing and
evolving 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
or other
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.
 Continued scrutiny and changing expectations surrounding sustainability
matters from investors,
 customers, government regulators and other stakeholders may impose additional
 requirements, additional costs and compliance risks.
 Public companies
from across
all industries
have and
may continue
to
face scrutiny
from investors,
 customers,
regulators
and
other
stakeholders
concerning
sustainability
matters.
In
the
U.S.,
there
have
 been
new
rules
or
proposals
for
new
or
enhanced
 emissions,
sustainability,
workforce
composition
and
metrics,
among
other
topics.
Complying
 with
these
complex
obligations
or
expectations
could
our
costs
with
 compliance, disclosure and reporting. Furthermore, evolving laws, regulations or stakeholder expectations
 may
in
uncertain,
potentially
burdensome,
and
or
expectations,

 and
our
failure
to
with
such
or
expectations
may
our
reputation,
 business or financial performance.
 Changes to accounting rules and regulations may adversely affect our reported
results of
 operations and financial condition.
 Changes
to
U.S.
Generally
Accepted
Accounting
Principles
and
SEC
accounting,
and
rules
are
and
have
become
more
frequent
and
in
the
past
several
years.
 Changes in accounting rules, disclosures
or regulations and varying interpretations of
existing accounting
 rules, disclosures
and regulations
have significantly
affected
our reported
financial statements
and those
 of
other
participants
in
the
in
the
past
and
may
to
do
so
in
the
future.
Future
to
rules,
disclosures
or
may
our
of
 operations and financial position or perceptions of our performance 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
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.
In addition,
our efforts
to comply
with these
existing and
 new requirements could significantly increase our compliance costs.
 Changes in tax and accounting laws and the mix and level of earnings
in any of the jurisdictions in
 which we operate and the outcome of tax audits can cause fluctuations in
our overall tax rate,
 which impact our reported earnings.
 We
are subject to income
taxes in the
United States and numerous
domestic states, as well
as foreign
 jurisdictions. In
addition, our
products are
subject to
import and
excise duties
and/or sales,
consumption
 or value-added taxes in many jurisdictions. Significant judgment is required to determine and estimate tax
 liabilities,
and
there
are
many
transactions
and
calculations
where
the
ultimate
tax
termination
is
 uncertain. We
record tax
expense based
estimates of
future payments,
which include
reserves for
 estimates of probable settlements of domestic
and foreign tax audits. At any
one time, many tax years
are
to
audit
by
taxing
jurisdictions.
Adverse
determinations
in
these
audits
may
have
an
 adverse effect
reported financial results
period such
determinations are
made, as
in
 future periods.
In addition, our
effective tax
rate may be
materially impacted by
changes in tax
rates and
 duties,
the
mix
and
level
of
or
by
taxing
jurisdictions,
or
by
to
 accounting rules
or
regulations. As
a result,
we
expect
that throughout
the
year there
could
be
 variability in
our quarterly
tax rates
as events
occur and
exposures are
evaluated. Changes
to foreign
or
 domestic tax
and accounting laws
and regulations, the
outcome of
tax audits and
changes in the
mix and

 level
of
by
jurisdictions
could
have
a
on
our
effective
tax
rate,
 condition, results of operations or cash flows.
 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
primarily comprised
of investments
in
federal,
 state, municipal and corporate debt securities. The value of those securities may be adversely impacted by
to
these
securities,
or
the
broader
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
ability to
timely access
these investments
if the
market for
 these issues
declines. Similarly,
the default
by issuers
debt securities
we hold
or similar
 could
impair
the
value
or
liquidity of
our
investments.
The
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.
 The terms of our asset-based revolving credit facility ("ABL Facility")
restrict our operations and
 financial flexibility, which could adversely affect our ability to respond to changes in our business
 and to manage our operations.
 We
are
to
the
terms
of
our
ABL
Facility,
which
is
by
a
base
 consisting of certain eligible accounts
receivable and eligible inventory,
reduced by specified reserves, as
 follows:

 90% of eligible credit card receivables, plus

 90% of the
net recovery percentage
of eligible inventory
multiplied by the
most recent appraised
 value of such inventory, calculated at the lower of (a) cost computed on a first-in first-out basis or
 (b) market value (net of intercompany profits and certain other adjustments),
minus

 applicable reserves.
 In
the
prohibits
minimum excess
availability at
any time
to
be
less than
the
 greater of
(i) 10%
loan cap
(defined as
the lesser
of (A)
the borrowing
base at
such time
and (B)
 $35 million (as of the date hereof)) and (ii) $5 million.
 In addition, the covenants under
our ABL Facility include
restrictions that, among other things,
limit
 our ability
to incur
additional indebtedness,
create liens
on assets,
make investments,
loans or
advances,
 engage in mergers, consolidations, sell assets,
make acquisitions, pay dividends and make other restricted

 payments,
and
enter
in
to
transactions
with
affiliates.
A
failure
by
us
to
with
these
covenants
 could result
in an
event of
default, which
could adversely
affect our
ability to
respond to
our
 business and
manage our
operations. Upon the
occurrence of
an event
of default,
the lenders
could elect
 to declare all
amounts outstanding to
be immediately due
and payable and
exercise other remedies
as set
 forth under
our ABL
Facility,
including without
limitation foreclosing
collateral pledged
to
such
 lenders. If
the indebtedness
under our
was to
be accelerated,
our future
financial condition
 could be materially adversely affected.
 Risks Relating to the Market Value of Our Common Stock:
 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
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.
 We cannot provide assurance that we will pay dividends, or that if paid, any dividend payments will
 be consistent with historical levels.
 The declaration and payment of any dividend is subject to the approval of our Board of Directors.
Our
 Board of
Directors regularly
evaluates
our ability
to
pay a
dividend based
on many
factors,
such as
but
 not
to,
legal
the
position
of
the
contractual
 restrictions
and
our
allocation
strategy.
Our
Board
of
Directors
most
recently
suspended
the
 payment of quarterly dividends in November 2024 and may continue to suspend the
payment of dividends
 if it deems such an action to
be in the best interests of the
Company and its shareholders. There can be no
 assurance that a cash dividend will be declared in the future in any particular
amount, or at all.
 Conditions in the stock market generally, or particularly relating to our industry, Company or
 common stock, may materially and adversely affect the market price of our
common 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,
subject to
 significant volatility.
A variety of
factors may cause
the price
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
 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;
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 operating performance
of
 those companies.
Such fluctuations
and market
volatility based
on these
or other
factors may
 and adversely
affect the
market price
common stock.
Further,
securities class
action litigation
has
 often
been
initiated
companies
periods
of
volatility
in
their
stock
price.
This
type
of
 litigation,
should
it
materialize,
could
in
substantial
costs
and
divert
our
management's
attention

 and
resources,
and
could
also
require
us
to
make subst
antial
to
justify
judgments
or
to
settle
 litigation. The threat of class action litigation could also cause the price of
our common stock to decline.

 The interests of our principal shareholder may limit the ability of other
shareholders to influence
 the direction of the Company and otherwise affect our corporate governance and
the market price
 of our common stock.
 Our common stock
consists of two
classes: Class
A and
Class B.
Holders of
Class A common
stock
 are entitled to one vote per share, and holders of Class B common stock are entitled to
10 votes per share,
 on all matters to be voted on by our common shareholders. All of the shares of Class B common stock are
 beneficially owned by
D. Cato. As
a result, Mr.
Cato owns a
significant economic interest in
the
 Company and
the
majority
of
the
total
voting
power
of
our
stock
at
53.3%
as
of
 March
24,
2025.
In
Mr.
Cato
serves
as
Chairman
of
the
Board
of
Directors,
President
and
 Chief Executive
Officer.
As a
result, Mr.
Cato has
the ability
to substantially
influence or
determine the
 outcome of all
matters requiring approval by
the shareholders, including the
election of directors
 approval
of
mergers
and
other
combinations
or
other
transactions.
Mr.
 Cato may
have interests
that differ
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,
even if
the
 change in
control might
benefit the
shareholders generally.
This ownership
concentration may adversely
 impact the trading
Class A common stock
because of
perceptions of a
conflict of interest,
thereby
 depressing
the
value
of
our
Class
A
stock.
Mr.
Cato
also
has
the
to
the
 management of
as a
of his
position as
Chief Executive
Officer.
Further,
we qualify
 for
exemption
as
a
"controlled
company"
from
with
New
York
Stock
governance
listing
standards,
the
that
we
have
a
majority
of
directors
on
our
Board,
an
committee
and
an
governance
and
nominating
committee.
we
currently
intend
to
to
 with these listing
standards even though
we are a
controlled company,
there can be
no assurance that
we
 will continue
to comply
with these
optional listing
standards in
the future.
If we
elected to
utilize these
 "controlled
company"
exceptions,
our
other
shareholders
could
lose
the
benefit
of
these
 governance requirements and the market value of our common
stock could be adversely affected.
 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
 strategy
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, external
 exposure
of
employee
data
and
violation
of
privacy
laws.
In
recent
years,
we
have
our
in
cybersecurity risk
management and
have developed
an
enterprise cybersecurity
 designed
to
detect,
identify,
classify
and
mitigate
and
other
data
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
issue,
we
have
procedures
for
responding
to
such
procedures
that
 address
when and
how to
engage with
Company executives,
our
Board of
Directors, other
stakeholders

 and law
enforcement when
responding to
such issues.
various aspects
 program,
particularly
with
the
Payment
Card
Industry
standards,
are
regularly
reviewed
by
third
parties.
We
also
maintain
which
we
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

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
and
are
reviewed
periodically
for
and
 alignment
with
state
and
laws
and
regulations.
We
with
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
risks.
We
conduct
assessments
of
providers
engagement
and
maintain ongoing
monitoring to
help
ensure
compliance with
our
 standards.

we maintain and
regularly review a
cybersecurity incident response
plan that
provides a
 framework for
handling and
escalating cybersecurity
incidents based
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
 2025 from current or
past cybersecurity threats or cybersecurity
incidents that have materially affected
or
 are
reasonably
to
our
strategy,
of
or
However,
we
face
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.

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
 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

 years.

 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 31, 2025
are as follows:
 Name
 Age

 Position
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

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
Accounting
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
New York
Stock
Exchange ("NYSE") under
 the symbol CATO.

As of March 24, 2025,
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

 1/31/2020
 1/29/2021
 1/28/2022
 1/27/2023
 2/2/2024
 1/31/2025

The graph assumes an initial investment of $100 on January 31, 2020,
the last trading day prior to the
 commencement of the Company's 2020 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 1, 2025:
 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 2024
 96,306
 $
 3.32
 96,306
 December 2024
 320,271
 3.35
 320,271
 January 2025
 28,799
 3.50
 28,799
 Total
 445,376
 $
 3.35
 445,376
 997,455
 (1)
 Prices include trading costs.
 (2)
 During
the
fourth
quarter
ended
1,
2025,
the
repurchased
and
retired
445,376
under
this
for
$1,491,984
or
an
average
price
of
$3.35
per
 share. As of the
fourth quarter ended February
1, 2025, the Company
had 997,455 shares remaining
 in open authorizations. There is no specified expiration date
for the Company's repurchase program.
 The
Board
of
Directors
authorized
an
of
1,000,000
in
the
share
 repurchase program on December 23, 2024.

 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
operations.
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 2024
and fiscal
 2023
and
year-to-year
comparisons
2024
and
2023,
as
well
as
2022
 items.
Discussions
of
2022
items
and
year-to-year
comparisons
2023
and
 2022 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
on
 Form 10-K for the fiscal year ended February 3, 2024.
 Recent Developments
 Inflationary Cost Pressure and High Interest Rates

The
pressure
on
our
disposable
in
2024,
due
to
prolonged
and
 persistently high prices caused by high inflation
rates, especially related to housing, groceries and
fuel, as
high interest
rates.
These high
interest rates
have adversely
affected the
availability and
cost of
 credit for our customers, including
revolving credit and auto loans,
and continue to negatively impact
our
 customers' disposable income.
Our customers'
willingness to purchase
our products may
continue to
be
 negatively impacted by these inflationary pressures and high interest
rates.
rates
and
inflation
have
decreased,
we
the
pressure
on
our
 disposable income
adversely impacted
fiscal 2024
and will
likely continue
to have
a negative
impact on
 consumer behavior and, by extension, our results of operations and financial condition during
at least part
 of fiscal 2025.
 Merchandise Supply Chain and Tariff Pressures

A significant amount of
our merchandise is manufactured
overseas, principally in Southeast
Asia, and
 traverses
through
the
Panama
Canal
or
the
Suez
Canal.
In
the
first
quarter
of
2024,
the
drought
experienced
in
the
region
surrounding
the
Panama
Canal
reduced
the
of
transits
by
 approximately 37% and
also reduced the
permissible draft of
vessels transiting the
Panama Canal, which
 reduced the volume
and number of
containers carried by container
ships and increased
our costs.
These
 conditions improved as
the Panama
Canal authority
increased the
daily transits
permissible draft
 of vessels, raising the number of
transits to 95% of pre-drought operations in the
second quarter and back
 to pre-drought
levels in
the third
and fourth
quarters. The
hostilities affecting
the region
surrounding the
 Suez Canal are causing container ships to travel longer distances around the Cape of Good Hope, which is
 increasing lead times for merchandise and
our costs to ship these
goods, as well as decreasing the
pool of
 containers
available.
The
combination
of
these
situations
has
negatively
impacted
2024.
In
the
third
and
fourth
quarters
were
impacted
by
later
shipments
in
part
due
to
congestion
at
 certain Asian
ports. In
the third
quarter,
our shipments
were negatively
impacted by
the U.S.
port strike
 on
the
east coast
and civil
unrest in
some Asian
countries that
caused
merchandise to
miss its
shipping
 windows.
Though
incrementally
improved
in
the
fourth
quarter,
we
the
totality
of
 these conditions
will likely
continue to
have a
negative impact on
our results
of operations
and financial
 condition for the foreseeable future.
 In
addition
to
the
chain
the
newly
implemented
provisional
tariffs
on
 Chinese products may have several impacts on the results
of our financial operations. Our costs associated
 with products made in China are likely to increase. These cost increases will negatively impact our results
 of
and
condition
unless
we
are
able
to
mitigate
these
costs
by
having
our

 share
the
costs
of
tariffs,
or
move
production
to
another
county.
Certain
 categories
such
as
shoes
and
handbags
will
be
difficult
to
in
other
countries.
These
provisional
 tariffs
may also
cause supply
chain issues,
as companies
move production
from China.
Potential supply
 chain
issues
such
as
products being
late
due
to
port congestion,
longer
transit times
and
dwell
times
at
 port,
and
container
may
the
costs
we
pay
for
ocean
or
the
timeliness
of
our
 product deliveries, any of which may
negatively impact our results of operations
and financial condition.
 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
 1.2
 1.1
 Total revenues.
 101.2
 101.1
 Cost of goods sold..
 68.0
 66.3
 Selling, general and administrative.
 36.1
 36.1
 1.5
 1.4
 1.8
 0.7
 Loss before income taxes
 (2.5)
 (2.0)
 Net loss..
 (2.8)
 %
 (3.4)
 %
 Fiscal 2024 Compared to Fiscal 2023

Retail sales
decreased by
8.3% to
$642.1 million
in fiscal
2024 compared
to $700.3
million in
 2023. Fiscal 2024 had 52 weeks versus 53 weeks in fiscal 2023. The decrease in retail sales
in fiscal 2024
 was
due
to
a
3.2%
decrease
in
same-store sales,
from closed stores in
2023
and
an
 week
of
sales
in
2023.
Same-store
sales
for
the
year
2024
decreased
due
to
lower
 transactions, partially offset by fewer returns and slightly higher average sales per transaction. Same-store
 sales
includes
that
have
been
open
more
than
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 fiscal 2024 and fiscal 2023, e-commerce sales were less than 5%
of total sales and same-store
 sales. The
method of
calculating same-store sales
varies across the
retail industry.
As a
result, our same-
 store sales
calculation may
not be
comparable to
similarly titled
measures reported
by other
companies.

 Total
revenues, comprised of
retail sales
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 8.2% to
$649.8 million in
fiscal 2024 compared to
$708.1 million in
fiscal 2023. The
operated
1,117
at
1,
2025
to
1,178
operated
at
3,
 2024.

In fiscal 2024, the Company opened five new stores and closed 66

Other revenue,
a component
of total
revenues, remained
flat at
$7.7 million
in fiscal
2024 compared
 to fiscal 2023.

of
$2.7
represented
0.4%
of
total
in
2024,
a
$0.1
 increase compared to fiscal 2023 credit
revenue of $2.6 million or 0.4% of
total revenue.
The increase in
 credit revenue was
primarily due to
increases in finance
charges and late
fee income as
a result of
higher
receivable
balances.
is
comprised
of
earned
on
the
private
 label credit
card portfolio
and related
fee income.
Related expenses
principally payroll,
postage
 and
other
and
totaled
$1.6
in
2024
to
$1.6
in
 fiscal 2023.
Total credit
segment income before taxes was $2.2 million in fiscal
2024 and $1.7 million in

 fiscal 2023.

Cost
of
goods sold
was $436.4
million, or
68.0% of
sales, in
2024 compared
to
$464.3
 million, or 66.3% of retail sales, in fiscal 2023. The increase in cost of goods sold as a percentage of sales
 resulted primarily
from higher
distribution and
freight costs,
increased sales
of markdown
priced goods,
 and deleveraging
of occupancy
and buying
costs. Cost
of goods
sold includes
merchandise costs,
 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,
area
 maintenance,
utilities
and
maintenance
for
and
facilities.
Total
gross
margin
dollars
 (retail sales
less cost
of goods
sold and excluding
depreciation) decreased by
12.8% to
$205.7 million in
 fiscal 2024 from $236.0
million in fiscal
2023. 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,
supplies,
advertising,
bank
and
card
 processing fees were
$231.5 million in
fiscal 2024 compared
to $252.8 million
in fiscal 2023,
a decrease
 of
8.4%.
As
a
percent
of
SG&A
was
36.1%
to
36.1%
in
the
prior
year.
The
 decrease in SG&A expense in fiscal 2024 was primarily attributable to decreased incentive compensation,
 insurance, closed store and impairment expenses, partially offset by increased professional
fees.

was
$9.8
in
2024
to
$9.9
in
2023.
 Depreciation expense
decreased slightly
from fiscal
2023 due
to fully
depreciated older
stores and
prior
 period impairments of leasehold improvements and fixtures,
partially offset by the distribution
center and
 information technology expenditures.

Interest and other
income increased to
$11.8 million
in fiscal 2024
compared to $5.1
million in fiscal
 2023. The increase is
primarily attributable to a $3.2
million net gain on
sale of land held
for investment,
 gains on
the disposal
corporate aircraft
and certain
equity securities,
as well
as higher
 interest earned on the Company's investments.

Income tax
expense was
$1.9 million,
or 0.3%
of retail
sales in
fiscal 2024
compared to
income tax
of
$10.1
million, or
1.4%
of
sales
in
2023.
The
tax
decrease
was
 primarily due
to a
valuation allowance
recorded against
U.S. federal
and state
deferred tax
assets in
the
 prior
year
due to
a
pre-tax loss,
partially offset
by foreign
rate
differential. The
effective
tax
rate
 was (12.1%)
(Expense) in fiscal
2024 compared to
(73.5%)
(Expense) in fiscal
2023. See Note
12 to
the
 Consolidated Financial 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
generally
accepted
principles
in
the
States
("GAAP")
to
make
and
assumptions
about
 that
the
amounts reported
in
the
financial statements
and
accompanying notes.
Future events
and
 their
effects
cannot
be
with
absolute
certainty.
Therefore,
the
determination
of
the
exercise
of
judgment.
Actual
inevitably
will
differ
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
customer loss
write-off experience
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. 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
Company 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
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
 "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
 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
operations.
Historically,
 actual results have not significantly deviated from estimates.

Uncertain Tax Positions

The Company records
liabilities for
uncertain tax
positions primarily
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
effect
 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
and
performance.
Based
on
this
 assessment, the
Company then
determines if
a valuation
allowance should
be recorded.
If the
 concludes
that
it
is
more
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.
This evaluation
requires significant
judgment and
involves the
consideration of
all available
 positive
and
negative
evidence,
our
results,
the
existence
of
cumulative
in
recent
years,
prudent
and
feasible
tax
planning
strategies,
and
projections
of
 taxable income.
 Liquidity, Capital Resources and Market Risk

believes that
its cash,
cash equivalents
and short-term
investments, together
with cash
 flows from
operations and
its new
asset-backed revolving line
of credit
(see below),
will be
adequate to
 fund
the
regular
$64.6
of
lease
obligations
and
 planned investments of $7.3 million of capital expenditures,
for the next twelve months from the issuance
 of this report.

Cash
used
in
2024
was
$19.7
as
to
$0.5 million
 provided in fiscal 2023 and $13.4 million provided in fiscal 2022. Cash used in operating activities during
 2024 was
primarily attributable
to net
income adjusted
for depreciation,
working capital
and

 subtraction of
net income
for non-operating
gains on
sale of
assets held
for investment.
The decrease
of
 $20.2
for
2024
to
2023
is
primarily due
to
an
increase in
 inventories
and
gains
on
sale
of
held
for
investments,
partially
offset
by
an
in
 payable.

At
2025,
the
Company had
working
of
$34.9 million compared
to
$55.1 million
 and $74.7 million at February 3,
2024 and January 28, 2023, respectively.
The decrease
in working
 compared to the prior
year is primarily due
to lower short-term investments and
accounts receivables, higher
 accounts payable and accrued expenses, partially offset
by higher inventory and lower current
lease liability.

At February 1,
2025, 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
through May
2027.
The credit
agreement contained
various financial
 covenants and limitations, including the maintenance of specific financial
ratios with which the Company
 was not in compliance as of
February 1, 2025. There were no
borrowings outstanding,
or any outstanding
 letters of
credit,
under this
credit facility
as
fiscal year
ended February
1, 2025
or
the fiscal
year
 ended
2024.
On
March
13,
2025,
the
Company terminated
the
unsecured revolving
line
of
 credit when it entered into a
new $35.0 million asset-backed revolving line
of credit (the "ABL Facility")
 secured primarily by
inventory and third-party
credit card receivables.
As of March
31, 2025 there
were
 no
borrowings
under
the
ABL
and
under
the
ABL
was
$30.0
For
 additional information regarding the ABL Facility, see Note 1 to the Consolidated Financial Statements.

The
had
no
revocable
letters
of
to
at
 February 1, 2025 or at February 3, 2024.

 On April 25,
2024, the Company amended
the now terminated
unsecured revolving credit agreement
 to modify a definition used in calculating the Company's
minimum EBITDAR coverage ratio to add back
tax
receivables
included
in
the
calculation
of
the
ratio.
On
November
1,
2024,
the
amended
the
now
terminated
unsecured
revolving
agreement
to
lower
the
minimum
 EBITDAR
coverage
ratio
and
the
corresponding minimum
cash
and
used
to
determine the
 EBITDAR coverage ratio in exchange for a secured position in any
future borrowings.

Expenditures
for
property
and
equipment
totaled
$7.9
million,
$12.5
and
$19.4
in
 fiscal 2024, 2023
and
2022, respectively.
The decrease in
expenditures for fiscal
2024 was primarily
due
 to finishing projects related to
investments in the distribution center and
information technology.

Net
cash
by
investing
totaled
$29.0
for
2024
to
$19.8
 million provided in
fiscal 2023 and
$16.0 million provided
in fiscal
2022.
In fiscal 2024,
the increase in
 cash
was
attributable
to
sales
of
other
and
the
net
sales
of
 investments and other assets, partially offset by expenditures for property and equipment.

Net cash used in financing activities totaled
$14.1 million in fiscal 2024 compared to
net cash used of
 $16.1
for
2023
and
$29.3
for
2022.
The decrease in
cash used during
 2024
was
due
to
in
dividends
paid,
partially
offset
by
an
in
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

 1, 2025. The state,
municipal and corporate bonds and
asset-backed securities have contractual maturities
 which range from nine days to 2.8 years.
The U.S. Treasury notes have contractual maturities which range
 from 13 days to 2.5 years. These securities are classified as available-for-sale and are recorded as Short-term
 investments and Other
assets on the
accompanying Consolidated Balance
Sheets. These assets
are carried at
 fair
value
with
gains
and
net
of
taxes
in
other
comprehensive
 income.

at
1,
2025
and
3,
2024,
the
had
$0.0
and
$1.1
 million of
corporate equities,
respectively,
which are
within Other
assets in
the
 Consolidated Balance Sheets.

Level
category
are
measured
at
fair
value
using
quoted
active
prices.
Level
corporate,
state
and
municipal
bonds
for
which
quoted
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
for
identical
are
not
available,
these
are
by
the
using
 observable market information such as quotes from less active markets and/or quoted prices of securities with
 similar 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
at
1,
2025
relate
to
lease
 commitments for
store leases.
Operating leases
represent minimum
required lease
payments under
non-
 cancellable
lease
terms.
Most
store
also
require
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 Adopted Accounting Policies and 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 1, 2025, February 3, 2024 and January 28, 2023................................
...........

 Consolidated Balance Sheets at February 1, 2025 and February 3, 2024
.............................................

 Consolidated Statements of Cash Flows for the fiscal years ended February 1, 2025,

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

 Consolidated Statements of Stockholders' Equity for the fiscal years ended February 1,
2025,

February 3, 2024 and January 28, 2023................................................................
............................

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

 Schedule II — Valuation
and Qualifying Accounts for the fiscal years ended February 1, 2025,

February 3, 2024 and January 28, 2023................................................................
............................

 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 1, 2025 and February 3, 2024,
and the related consolidated
 statements of income (loss) and comprehensive income (loss), of stockholders'
equity and of cash flows
 for each of the three years in the period ended February 1, 2025, 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 1, 2025, 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
1, 2025 and February 3, 2024, and the
 results of its operations and its cash flows for each of the three years
in the period ended February 1, 2025
 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 1, 2025, 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 $60.3 million, of which the store
locations were a portion, and
 consolidated operating lease right-of-use assets, net balance was $148.9
million as of February 1, 2025.
 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 $0.8 million was recorded during
the year ended
 February 1, 2025.
 The principal considerations for our determination that performing
procedures relating to 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 groupings.
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 31, 2025
 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
 $
 642,140
 $
 700,318
 $
 752,370

Other revenue (principally finance charges,

late fees and layaway charges)
 7,666
 7,741
 6,890

Total revenues
 649,806
 708,059
 759,260
 COSTS AND EXPENSES, NET

Cost of goods sold (exclusive of

depreciation shown below)
 436,440
 464,313
 509,664

Selling, general and administrative (exclusive

of depreciation shown below)
 231,430
 252,742
 242,561

 9,817
 9,871
 11,080

Interest expense

 ( 11,827)
 ( 5,101)
 ( 5,902)

Costs and expenses, net
 665,919
 721,860
 757,490
 Income (loss) before income taxes
 ( 16,113)
 ( 13,801)
 1,770
 Income tax expense
 1,944
 10,140
 1,741
 Net income (loss)
 $
 $
 $
 Basic earnings (loss) per share
 $
 ( 0.97)
 $
 ( 1.17)
 $
 -
 Diluted earnings (loss) per share
 $
 ( 0.97)
 $
 ( 1.17)
 $
 -
 Dividends per share
 $
 0.51
 $
 0.68
 $
 0.68
 Comprehensive income:
 Net income (loss)
 $
 $
 $
 Unrealized gain (loss) on available-for-sale

securities, net of deferred income taxes of

$
, $
, and ($
) for fiscal 2024, 2023

and 2022, respectively
 ( 242)
 1,633
 ( 958)
 Comprehensive loss
 $
 ( 18,299)
 $
 ( 22,308)
 $
 ( 929)
 See notes to consolidated financial statements.

 CONSOLIDATED BALANCE SHEETS
 (Dollars in thousands)
 ASSETS
 Current Assets:
 Cash and cash equivalents

 $
 20,279
 $
 23,940
 Short-term investments
 57,423
 79,012
 Restricted cash
 2,799
 3,973
 Accounts receivable, net of allowance for customer credit losses of $

at

February 1, 2025 and $

at February 3, 2024
 24,540
 29,751
 Merchandise inventories

 110,739
 98,603
 Prepaid expenses and other current assets
 7,406
 7,783

Total Current Assets

 223,186
 243,062
 Property and equipment – net

 60,326
 64,022
 Other assets

 19,979
 25,047
 Right-of-Use assets - net
 148,870
 154,686

Total Assets

 $
 452,361
 $
 486,817
 LIABILITIES AND STOCKHOLDERS' EQUITY
 Current Liabilities:
 Accounts payable

 $
 88,641
 $
 87,821
 Accrued expenses

 41,717
 37,404
 Accrued bonus and benefits

 1,675
 Current lease liability
 57,555
 61,108

Total Current Liabilities

 188,239
 188,008
 Other noncurrent liabilities
 13,485
 14,475
 Lease liability
 88,341
 92,013
 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;
 18,313,929

and
 18,802,742

shares issued at

February 1, 2025 and February 3, 2024, respectively
 Convertible Class B common stock, $
 0.033

par value per share,

 15,000,000

shares authorized;
 1,763,652

shares issued at

February 1, 2025 and February 3, 2024
 Additional paid-in capital

 129,530
 126,953
 Retained earnings

 31,935
 64,279
 Accumulated other comprehensive income

Total Stockholders' Equity

 162,296
 192,321

Total Liabilities and Stockholders' Equity

 $
 452,361
 $
 486,817
 See notes to consolidated financial statements.

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

by operating activities:

 9,817
 9,871
 11,080

Provision for customer credit losses

Purchase premium and premium amortization of investments
 ( 1,131)
 ( 711)

(Gain) Loss on sale of assets held for investment
 ( 5,343)
 -

Share based compensation
 2,283
 4,170
 2,606

Deferred income taxes
 -
 8,724

Loss on disposal of property and equipment

Impairment of assets
 1,811

Changes in operating assets and liabilities which provided

(used) cash:

Accounts receivable
 1,357
 ( 608)
 29,034

Merchandise inventories
 ( 12,136)
 13,453
 12,851

Prepaid and other assets
 ( 212)
 ( 216)
 1,543

Operating lease right-of-use assets and liabilities
 ( 1,410)
 ( 2,056)
 ( 2,573)

Accrued income taxes
 -
 ( 613)
 ( 307)

Accounts payable, accrued expenses and other liabilities
 3,455
 ( 10,053)
 ( 43,179)
 Net cash (used in) provided by operating activities
 ( 19,745)
 13,370
 Investing Activities:
 Expenditures for property and equipment

 ( 7,872)
 ( 12,532)
 ( 19,433)
 Purchase of short-term investments
 ( 39,612)
 ( 48,055)
 ( 54,734)
 Sales of short-term investments
 62,782
 80,371
 90,190
 Sales of other assets
 13,667
 ( 8)
 -
 Net cash provided by investing activities
 28,965
 19,776
 16,023
 Financing Activities:
 Dividends paid
 ( 10,516)
 ( 13,954)
 ( 14,369)
 Repurchase of common stock
 ( 3,877)
 ( 2,562)
 ( 15,216)
 Proceeds from employee stock purchase plan
 Net cash used in financing activities
 ( 14,055)
 ( 16,132)
 ( 29,278)
 Net (decrease) increase in cash, cash equivalents, and restricted cash
 ( 4,835)
 4,121
 Cash, cash equivalents, and restricted cash at beginning of period
 27,913
 23,792
 23,677
 Cash, cash equivalents, and restricted cash at end of period

 $
 23,078
 $
 27,913
 $
 23,792
 Non-cash activity:
 Accrued property and equipment expenditures
 $
 $
 $
 Accrued treasury stock
 -
 -
 See notes to consolidated financial statements.

 CONSOLIDATED STATEMENTS
OF STOCKHOLDERS' EQUITY
 Additional

 Other
 Total
 Paid-In
 Retained
 Comprehensive
 Stockholders'
 Stock
 Capital
 Earnings
 Equity
 (Dollars in thousands, except per share data)
 Balance — January 29, 2022
 $
 $
 119,540
 $
 134,208
 $
 ( 280)
 $
 254,196
 Comprehensive income:

Net income
 -
 -
 -

Unrealized 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
 $
 ( 1,238)
 $
 226,593
 Comprehensive income:

Net loss
 -
 -
 -

Unrealized gain 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
 Comprehensive income:

Net loss
 -
 -
 -

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

deferred income tax benefit of $
 -
 -
 -
 ( 242)
 ( 242)
 Dividends paid ($
 0.51

per share)
 -
 -
 ( 10,516)
 -
 ( 10,516)
 Class A common stock sold through employee stock purchase
plan
 -
 -
 Share-based compensation expense
 2,182
 -
 2,270
 Repurchase and retirement of treasury shares
 ( 30)
 -
 ( 3,847)
 -
 ( 3,877)
 Balance — February 1, 2025
 $
 $
 129,530
 $
 31,935
 $
 $
 162,296
 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
 and transactions have been eliminated.

 Description
of
Business
and
Fiscal
 Year:

The
has
 two

reportable
segments
—
the
 operation
of
a
specialty
("Retail
Segment")
and
a
card
("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 2024 is
 a
 -week year, 2023 is a
 -week year and 2022 is a
 -week year.

 Use
of
Estimates:

The
preparation
of
the
in
conformity
with
principles
generally accepted
in
the
States
("GAAP")
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
differ
from
those
estimates.
reflected
in
the
the
 for
losses,
shrinkage,
the
calculation
of
asset
impairment,
workers'
 compensation,
and
auto
liabilities,
reserves
to
self-insured
 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
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 $
 2.8

million and $
 4.0

million in escrow at February 1, 2025 and
 February 3, 2024, 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
2025, February
3, 2024
and January
28, 2023
were a
payment of
$
 1,874,000
, a
 payment of $
 4,121,000

and a refund of $
 29,206,000
, respectively.

 Inventories:
 Merchandise
inventories
are
stated
at
the
net
realizable
value
as
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
net
of
Lease
and
equipment
and
software.
An
impairment
 charge is
recorded for the
amount by which
the carrying value
exceeds the estimated
fair value when
the
determines
that
cash
flows
with
those
long-lived
will
not
be
 sufficient to recover the
carrying value. This determination is
based on a number of
factors, including the
 store's
and
cash
flows,
which
contribution
margin
 projections. The Company assesses the fair
value of each lease by
considering market 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
Company considers real
estate development
area and
perceived local
market conditions,
 which can
be difficult
to
predict and
may be
to
change. Asset
impairment charges
of
$
 786,000
,
 $
 1,811,000

and $
 884,000

were incurred in fiscal 2024, fiscal 2023 and fiscal 2022, 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
 (Dollars in thousands)
 Other Assets

Deferred Compensation Investments
 $
 9,301
 $
 8,586

Land Held for Investment
 8,679
 9,334

Miscellaneous Investments
 1,139
 2,076

Asset Held for Sale
 -
 4,183

Other Deposits

Other
 Total
Other Assets
 $
 19,979
 $
 25,047

 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
until
they
are
redeemed
or
 forfeited. Gift
cards do
not have
expiration dates.
Layaway sales
are recorded
as deferred
revenue until
 the customer takes possession or forfeits the merchandise. A provision is made for estimated merchandise
 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
 customers based
on their
purchases with the
Company's propriety
credit card.
The rewards
cards issued
 by the Company have a
 -day expiration.
Amounts related to shipping and handling billed to
 in
a
sales
transaction
are
as
Other
and
the
costs
to
shipping
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
2024,
2023
and
2022,
the
$
 1,447,934
,
$
 1,116,000

and
$
 256,000
,
 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 2 for further information on miscellaneous
income.

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
$
 654,000

and
$
 578,000

for
the
twelve
ended
2025 and
2024, respectively,
on sales
purchased on
proprietary
card
of
$
 21.8

and
$
 23.5

for
the
twelve
ended
1,
2025
and
 February 3, 2024, 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
 $
 10,848
 $
 10,909
 Gift Card Liability
 $
 7,541
 $
 8,143

 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
period
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
period
in
which
they
are
incurred.
Advertising
 expense was approximately $
 4,686,000
, $
 6,277,000

and $
 6,868,000

for the fiscal years ended February 1,
 2025, February 3, 2024 and January 28, 2023, respectively.

 Stock Repurchase Program:

 For the fiscal year ended
February 1, 2025, the Company had

 997,455
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.
From year
 end
through
March
31,
2025,
the
repurchased
 264,282

for
$
 828,181
.
The
Board
of
 Directors
authorized
an
of
 1,000,000

in
the
share
repurchase
on
 December 23, 2024.

 Earnings
Per
Share:
 ASC
–
 Earnings
Per
Share

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
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
 1, 2025, February 3, 2024 and January 28, 2023:

 `
 Numerator
 (Dollars in thousands)
 Net earnings (loss)
 $
 $
 $
 (Earnings) loss allocated to non-vested equity awards
 ( 548)
 1,347
 Net earnings (loss) available to common stockholders
 $
 ( 18,605)
 $
 ( 22,594)
 $
 Denominator
 Basic weighted average common shares outstanding
 19,249,081
 19,389,907
 19,930,960
 Diluted weighted average common shares outstanding
 19,249,081
 19,389,907
 19,930,960
 Net income (loss) per common share
 Basic earnings (loss) per share
 $
 ( 0.97)
 $
 ( 1.17)
 $
 -
 Diluted earnings (loss) per share
 $
 ( 0.97)
 $
 ( 1.17)
 $
 -

 Vendor
Allowances:
 The
receives
allowances
from
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
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
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.

In addition,
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
and
 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 $
 375,000

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
March
13,
2025,
the
as
borrower,
and
other
domestic
 subsidiaries,
as
borrowers
and
guarantors,
entered
into
a
Agreement
(the
"ABL
 Agreement") and
loan
documents, by
and
among the
other
of
the
 domestic
subsidiaries,
and
Wells
Fargo
Bank,
National
Association,
as
the
lender
(the
"Lender"),
to
 establish an asset-based revolving credit facility (the "ABL Facility") in an amount up to $

million. The
 proceeds from the ABL
Facility may be used to
provide funding for ongoing working capital
and general

 corporate purposes. The ABL Credit Agreement replaces
the credit agreement, dated as of
May 19, 2022,
 as
amended from
time to
time, between
the Company,
as
borrower,
certain domestic
subsidiaries of
the
as
guarantors,
and
the
Lender,
as
lender
and
agent
(the
"Prior
Agreement").

 No
 principal or accrued interest was outstanding under
the credit facility under the Prior
Credit Agreement at
 the time of its termination on March 13, 2025.

 The ABL Facility may be
used for revolving credit
loans and letters of
credit from time to
time up to
 a maximum principal amount of $

million, less an amount equal to the greater of (a)
 10.0
 % of the lesser
 of the borrowing base described below and $

million and (b) $

million, subject to the other limitations
 described below. The ABL Facility includes a $

million uncommitted accordion feature that permits the
 borrowers,
under
conditions,
to
solicit
the
Lender
to
revolving
loan
to
the
aggregate
of
the
revolving
loan
up
to
a
maximum
 principal amount
of
$

The
contains
a
sub-facility that
allows
the
Company to
 issue
letters
of
in
an
aggregate
not
to
exceed
$

Availability
under
the
ABL
 Facility at closing of the ABL Credit Agreement was $

 The
under
the
ABL
is
by
a
base
consisting
of
 eligible credit card receivables and inventory, reduced by specified reserves, as follows:

 % of eligible credit card receivable, plus

 % of net recovery percentage of eligible inventory multiplied by most recent appraised value of
 such
inventory,
calculated at
the
lower
of
(a)
cost
computed on
a
first-in first-out
basis and
(b)
 market value (net of intercompany profits and certain other adjustments), minus

 applicable reserves (as defined in the ABL Credit Agreement).

 The
permits borrowings
based
upon (a)
base
rate (calculated
as
the
greatest of
(i) the
 federal funds rate plus
 1/2%
, (ii) the SOFR rate
described below for an interest period of
one month, plus
 %, (iii) the
rate of interest
announced, from time to
time, as the
Lender's "prime rate"
and (iv)
 %) and
 (b)
SOFR rate
of
one, three
or
six-month interest
periods (with
SOFR defined
as
the
secured overnight
 financing
rate
administered
by
the
Federal
Reserve
Bank
of
New
York
(or
its
successor)).
Base
rate
 borrowings
bear
at
an
rate
equal
to

basis
points
above
base
rate.
SOFR
borrowings
 bear interest at an annual
rate equal to SOFR for
the interest period selected plus

basis points plus
 basis points.
The ABL
Facility charges
a fee
on unutilized
commitments at
an annual
rate of
 37.5

basis
 points if
at least
half of
the ABL
commitments are
unutilized and
at an
annual rate
of

basis points
if
 less than
half of
the ABL
commitments are
unutilized.
In addition,
the ABL
Facility charges
a monthly
 collateral monitoring fee and customary fees for letters of credit.

 The ABL Facility
matures on March
13, 2028.
The ABL Facility
may be prepaid
from time to
time,
 in
whole
or
in
part,
without
a
prepayment
penalty
or
premium.
In
customary
mandatory
 prepayments
of
the
loans
under
the
ABL
are
upon
the
occurrence
of
 including, without limitation, outstanding borrowing exposures
exceeding the borrowing base and
 dispositions of assets outside of the ordinary course of business.
Accrued interest is payable (a) at the end
 of each interest period for borrowings based upon the SOFR
rate (but not to exceed three months) and
(b)
 monthly for borrowings based upon the base rate.

 The
obligations under
the
(and
certain related
obligations) are
guaranteed
 by the
other borrowers
guarantors.
Each of
future domestic
subsidiaries is
also
to
guarantee
the
ABL
on
a
senior
secured
basis
(such
guarantors
and
the
 borrowers
and
guarantors
referred
to
in
the
first
sentence
of
this
paragraph,
the
"Loan
Parties").
In
 addition, the
borrowers' obligations are
secured on
a first-priority
basis by
all assets
Loan Parties,
 subject to certain exceptions.

 Cash Dominion.
Under the
terms of
the
ABL Facility,
if (i)
an event
of
default exists
or (ii)
excess
 borrowing availability
under
the
(the
"Excess
Availability")
falls
below
the
greater of
(a)
 15.0
 %
of
the
lesser
of
the
base
and
$

and
(b)
$

million,
the
Loan
Parties
will
 become subject
to
cash dominion,
which will
require prepayment
of
loans
with
 the cash deposited in
certain deposit accounts of
the Loan Parties, including
a concentration account, and
 will
restrict
the
Loan
Parties'
to
transfer
cash
from
their
concentration
account.
Such
cash
 dominion period
will end,
case of
an event
of default,
when the
event of
default no
longer exists,
 and in the case of when Excess Availability falls below the threshold described in the first sentence of this
 paragraph, when Excess Availability exceeds such threshold for a period of

consecutive days.

 Affirmative
and
Restrictive
Covenants.
The
ABL
Agreement
governing
the
ABL
 contains
customary representations
and
warranties, affirmative
and
negative covenants
(subject, in
each
 case,
to
exceptions
and
qualifications),
and
of
defaults,
covenants
that
limit
the
 Company's ability to, among other things:

 incur additional indebtedness;

 create liens on its assets;

 make investments, including loans and advances to foreign subsidiaries;

 pay dividends and make other restricted payments;

 sell certain assets outside of the ordinary course of business;

 consolidate, merge, sell or otherwise dispose of all or substantially all of the Company's assets;

 make acquisitions; and

 enter into transactions with affiliates.

 Restrictions
to
permitted
acquisitions,
permitted
investments,
prepayment
of
other
 indebtedness,
and
restricted
are
substantially
less,
or
not
in
the
case
of
restricted
 payments, if the Company can satisfy the following payment conditions: (i) there is
no default or event of
 default under
the ABL
Facility,
(ii) there
are
 no

revolving credit loans
outstanding, (iii) the
Loan Parties
 have unrestricted
cash of
greater than
$

million, (iv)
the Lender
receives at
least three
business days'
 prior
written
notice
of
such
event,
about
the
date
and
of
the
and
a
reasonable
description
of
such
event,
and
(v)
Lender
receives
a
certificate
certifying
 compliance with the foregoing clauses and demonstrating the calculations required
thereby.

 Recently Adopted Accounting
Pronouncements:

In November 2023,
the FASB
issued ASU
2023-
 07, "Segment Reporting (Topic
280): Improvements to Reportable Segment Disclosures,"
which requires
 enhanced
disclosures
about
expenses.
This
guidance
was
adopted
by
the
 during the
fourth quarter
of 2024
and requires
retrospective application
to
all prior
periods presented
in
 the
financial statements.
Refer to
Note 13
of
the
Company's financial
statements in
this
Form 10-K
for
 additional information related to segment expenses.

 Recently Issued Accounting Pronouncements:

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

In November
2024, the
FASB
issued
ASU 2024-03,
"Income Statement—Reporting
Comprehensive
 Income—Expense
Disaggregation
Disclosures
(Subtopic
220-40):
Disaggregation
of
Statement

 Expenses,"
which
entities
to
disclose,
on
an
and
interim
basis,
disaggregated
in
the
footnotes
about
specified
to
costs
and
expenses.
This
 guidance is effective for annual periods beginning after December 15, 2026 and for interim periods within
 fiscal years beginning after December 15, 2027, with early adoption permitted.
The Company is currently
 in
the
process
of
evaluating
the
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
 $
 ( 75)
 $
 ( 78)
 $
 ( 47)
 Interest income
 ( 5,019)
 ( 3,919)
 ( 1,876)
 State recovery grant
 -
 -
 ( 1,431)
 Insurance proceeds
 -
 -
 ( 1,683)
 Miscellaneous income
 ( 1,389)
 ( 1,079)
 ( 896)
 Net loss (gain) on investment sales
 ( 5,344)
 ( 25)
 $
 ( 11,827)
 $
 ( 5,101)
 $
 ( 5,902)

 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
 economic
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
1,
2025,
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
 income.

The
table
below
reflects
gross
accumulated
gains
(losses)
in
at
 February 1, 2025 and February 3, 2024 (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
 $
 5,878
 $
 51,392
 $
 57,270
 $
 30,989
 $
 48,320
 $
 79,309
 Unrealized gains
 -
 -
 Unrealized (loss)
 ( 10)
 -
 ( 10)
 ( 335)
 -
 ( 335)
 Estimated fair value
 $
 5,868
 $
 51,555
 $
 57,423
 $
 30,654
 $
 48,358
 $
 79,012

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
1, 2025
and February
3, 2024
 (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)
 Equity Investments
 -
 -
 -
 ( 187)
 Total
 $
 $
 -
 $
 $
 $
 ( 119)
 $

 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 1, 2025 and February 3, 2024 (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
 $
 1,244
 $
 -
 $
 1,244
 $
 -

Corporate Bonds
 51,326
 -
 51,326
 -

U.S. Treasury/Agencies Notes and Bonds
 4,624
 -
 4,624
 -

Cash Surrender Value of Life Insurance
 9,301
 -
 -
 9,301

Asset-backed Securities (ABS)
 -
 -
 Total Assets
 $
 66,724
 $
 -
 $
 57,423
 $
 9,301
 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
 $
 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
 $
 $
 -
 $
 -
 $

 The
portfolio
was
invested
in
bonds
and
taxable
 governmental debt securities held in managed accounts
with underlying ratings of A or
better at February
 1, 2025. The state,
municipal and corporate bonds and
asset-backed securities have contractual maturities
 which range from
 nine days

to
 2.8 years
. The U.S. Treasury notes have contractual maturities which range
 from
 13 days

to
 2.5 years
. These
securities are classified
as available-for-sale
and are
recorded as
Short-
 term
and Other
accompanying Consolidated
Balance Sheets.
These
are
 carried
at
fair
value
with
gains
and
net
of
taxes
in
other

at
1,
2025
and
3,
2024,
the
had
$
 0.0

and
$
 1.1
 million of
corporate equities,
respectively,
which are
recorded within
Other assets
 Consolidated Balance Sheets.

Level
category
are
measured
at
fair
value
using
quoted
active
prices.
Level

corporate,
state
and
municipal
bonds
for
which
quoted
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
for
identical
are
not
available,
these
are
by
the
using
 observable market information such as quotes from less active markets and/or quoted prices of securities with
 similar 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 1, 2025 and

(in thousands):

 `
 Measurements Using
 Significant Unobservable
 Asset Inputs (Level 3)
 Cash
 Surrender Value
 Beginning Balance at February 3, 2024
 $
 8,586

Total gains or (losses)

Included in interest and other income (or

changes in net assets)
 Ending Balance at February 1, 2025
 $
 9,301
 Measurements Using
 Significant Unobservable
 Liability Inputs (Level 3)
 Beginning Balance at February 3, 2024
 $

Redemptions
 1,175

Additions
 ( 220)

Total (gains) or losses

Included in interest and other income (or

changes in net assets)
 ( 849)
 Ending Balance at February 1, 2025
 $
 Measurements Using
 Significant Unobservable
 Asset Inputs (Level 3)
 Cash
 Surrender Value
 Beginning Balance at January 28, 2023
 $
 9,274

Withdrawals
 ( 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
 $
 ( 8,903)

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
 $

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

 $
 11,428
 $
 11,614
 Income tax receivable
 5,425
 6,285
 Miscellaneous receivables

 3,365
 7,171
 Bank card receivables
 4,903
 5,386
 Total

 25,121
 30,456
 Less allowance for customer credit losses
 Accounts receivable — net

 $
 24,540
 $
 29,751

 Finance charge
and late
charge
revenue on
customer deferred
payment accounts
totaled $
 2,696,000
,
 $
 2,640,000

and $
 2,243,000

for the fiscal
 years ended February 1, 2025, February 3, 2024
and January 28,
 2023,
respectively,
and
charges
the
for
were
 $
 654,000
,
$
 554,000

and
$
 280,000

for
the
years
ended
1,
2025,
3,
2024
and
28,
2023,
respectively.
Expenses
to
the
for
are
as
a
of
Selling,
and
in
the
 Consolidated Statements of Income (Loss) and Comprehensive Income
(Loss).

During fiscal 2024, the Company received $
 8.6

million from the insurance claim settlement and sale of
 its corporate
jet, which
had sustained
damage in
fiscal 2023.
recorded a
net gain
of $
 3.2
 million which
is included
in Interest
income in
the accompanying
Consolidated Statements
of
 Income (Loss) and Comprehensive Income (Loss) for the year ended February
1, 2025.

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

 $
 13,593
 $
 13,755
 Buildings

 35,950
 35,756
 Leasehold improvements

 72,608
 74,782
 Fixtures and equipment

 161,950
 155,357
 Information technology equipment and software
 33,751
 39,904
 Construction in progress

 18,034
 Total

 318,780
 337,588
 Less accumulated depreciation

 258,454
 273,566
 Property and equipment — net

 $
 60,326
 $
 64,022

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

 $
 8,189
 $
 4,736
 Property and other taxes

 13,261
 13,544
 Accrued self-insurance

 8,593
 9,500
 Fixed assets
 Other

 11,345
 8,682
 Total

 $
 41,717
 $
 37,404

 8.
Financing Arrangements:
 At February 1,
2025, 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
 commitments, and
was committed
through
 May 2027
. The
credit agreement
contained various
 covenants and limitations, including the maintenance of specific
financial ratios with which the Company
 was not in compliance as of
February 1, 2025. There were
 no

borrowings outstanding, or any outstanding
 letters of
credit, under
this credit
facility as
fiscal year
ended February
1, 2025
or
the fiscal
year
 ended
2024.
On
March
13,
2025,
the
Company terminated
the
unsecured revolving
line
of
 credit when it entered into
a new $
 35.0

million asset-backed revolving line of credit
(the "ABL Facility")
 secured primarily by
inventory and third-party
credit card receivables.
As of March
31, 2025 there
were
 no

borrowings
under
the
ABL
and
under
the
ABL
was
$
 30.0

For
 additional information regarding the ABL Facility, see Note 1 to the Consolidated Financial Statements.
 The
had
 no

revocable
letters
of
to
at
 February 1, 2025 or at February 3, 2024.

 On April 25,
2024, the Company amended
the now terminated
unsecured revolving credit agreement
 to modify a definition used in calculating the Company's
minimum EBITDAR coverage ratio to add back
tax
receivables
included
in
the
calculation
of
the
ratio.
On
November
1,
2024,
the
amended
the
now
terminated
unsecured
revolving
agreement
to
lower
the
minimum
 EBITDAR
coverage
ratio
and
the
corresponding minimum
cash
and
used
to
determine the
 EBITDAR coverage ratio in exchange for a secured position in any
future borrowings.

 9.
Stockholders' Equity:

The
holders
of
Class A
Stock
are
entitled
to
 one vote per share
,
whereas
the
holders
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
holders
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
generally
of
the
lineal
descendants
of
 holders
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
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
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.
made no
contribution for
the year
ended February
1, 2025.
contributions

 for
the
years
ended
3,
2024
and
28,
2023
were
$
 1,099,000

and
 $
 1,184,000
, 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
2024
and
2023,
the
Committee did
not
approve
a
contribution
to
the
ESOP
for
the
 years
ended
2025
and
2024.
The
contribution was
$
 32,510

for
the
 year ended January 28, 2023.

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
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
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)
 $
 67,174
 $
 70,363
 $
 71,513
 Variable
lease cost (b)
 $
 2,275
 $
 2,646
 $
 3,127
 (a) Includes right-of-use asset amortization of ($
 0.8
) million, ($
 1.3
) million, and ($
 1.7
) million for the twelve months ended
 February 1, 2025, 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
 $
 60,717
 $
 65,872
 $
 67,194
 Non-cash activity:
 Right-of-use assets obtained in exchange for lease
 obligations, net of rent violations
 $
 53,419
 $
 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
 2.3

years
 Weighted-average discount rate
 4.83 %
 4.58 %

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

 2025
 $
 64,565
 2026
 43,208
 2027
 28,057
 2028
 16,596
 2029
 7,931
 Thereafter
 1,280
 Total lease payments
 161,637
 Less: Imputed interest
 15,741
 Present value of lease liabilities
 $
 145,896

 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
are
uncertain.

 The
Company adjusts
these
in
light
of
facts
and
circumstances.
As
of
1,
 2025, the
Company had
gross unrecognized
tax benefits
totaling approximately
$
 3.2

Including
 the gross unrecognized tax benefits,
and interest and penalties, $
 4.3

million would affect the
effective tax
 rate
if
recognized.
The
had
$
 1.7

million,
$
 1.8

and
$
 2.0

of
 interest and
penalties accrued related
to uncertain tax
positions as of
February 1, 2025,
 and
28,
2023,
respectively.
The
recognizes
and
penalties
to
the
 resolution of
uncertain tax
positions as
a component
of
income tax
expense.
 $
 295,000
,
$
 393,000

and
$
 517,000

of
and
penalties
in
the
Statements
of
 (Loss)
and
Comprehensive Income
(Loss)
for
the
years
ended
2025,
3,
2024
and
28,
2023,
respectively.
The
is
no
longer
to
U.S.
tax
 examinations
for
years
2021.
In
state
and
local
tax
jurisdictions,
the
has
 exposure before
2014.
During the
next 12
months, various
state and
local taxing
authorities' statutes
of
 limitations
will
expire
and
state
examinations
may
close,
which
could
in
a
 reduction of unrecognized tax benefits 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
 $
 3,897
 $
 4,886
 $
 5,286

Additions for tax positions of the current year

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

Lapses of applicable statutes of limitations
 ( 728)
 ( 1,065)
 ( 968)
 Balances, ending
 $
 3,234
 $
 3,897
 $
 4,886

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

 `
Ended
 Current income taxes:

Federal
 $
 ( 128)
 $
 ( 148)
 $
 ( 817)

State
 ( 334)
 ( 231)

Foreign
 1,677
 1,898
 2,403

Total
 1,944
 1,416
 1,355
 Deferred income taxes:

Federal
 -
 6,613

State
 -
 2,093

Foreign
 -
 -

Total
 -
 8,724
 Total income tax expense
 $
 1,944
 $
 10,140
 $
 1,741

components of
the
Company's deferred
tax assets
and liabilities
as of
2025
and
 February 3, 2024 are as follows
(in thousands):

 Deferred tax assets:
 Allowance for customer credit losses
 $
 $
 Inventory valuation
 1,584
 1,076
 Non-deductible accrued liabilities
 1,587
 1,367
 Other taxes
 Federal benefit of uncertain tax positions
 Equity compensation expense
 2,750
 2,975
 Federal tax credits
 Net operating losses
 11,147
 7,854
 Charitable contribution carryover
 Lease liabilities
 33,077
 34,810
 Property and equipment
 4,735
 3,885
 Amortization
 1,774
 1,401
 Other
 1,776
 2,150
 Total deferred
tax assets before valuation allowance
 61,235
 57,886
 ( 23,151)
 ( 17,998)
 Total deferred
tax assets after valuation allowance
 38,084
 39,888
 Deferred tax liabilities:
 Right-of-Use assets
 38,000
 39,721
 Accrued self-insurance reserves
 Total deferred
tax liabilities
 38,084
 39,888
 Net deferred tax assets
 $
 -
 $
 -
 The changes in the valuation allowance are presented below:
Allowance Beginning Balance
 $
 ( 17,998)
 $
 ( 5,058)
 $
 ( 4,473)
 Net Valuation
Allowance (Additions) / Reductions
 ( 5,153)
 ( 12,940)
 ( 585)
Allowance Ending Balance
 $
 ( 23,151)
 $
 ( 17,998)
 $
 ( 5,058)

 As of February
1, 2025, the
Company had $
 8.0

million of net
deferred tax assets
attributable to state
net
loss
carryforwards
and
$
 0.2

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 $
 8.0

million and $
 0.2

net operating losses
deferred assets, respectively,
and accordingly, has
recorded a
valuation
 allowance for the same amount.
 As
of
1,
2025,
the
had
$
 14.9

of
net
deferred tax
attributable to
U.S.
 federal net
loss
carryforwards,
other
credit carryforwards
and
all
other deferred
tax assets
 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
$
 3.2

of
net
loss
carryforwards,
$
 0.9

of
 credit carryforwards and $
 10.8

million of remaining deferred tax assets
net of deferred tax liabilities.

 The net change
in the valuation
allowance of $
 5.2

million for the
year ended February
1, 2025
is due to
 recording a valuation allowance of
$
 3.9

million against net deferred tax assets
attributable to U.S. federal net
 operating loss
carryforwards, other
credit carryforwards
and all
other deferred
tax assets
deferred tax
 liabilities, including $
 1.3

million against state net operating losses. The net change in the valuation allowance
 for
the
year
ended
3,
2024
is
U.S.
net
loss
carryforwards,
other
 carryforwards, all
other deferred
tax assets
deferred tax
liabilities, state
net operating
losses and
state
 tax credits.
 As
of
1,
2025,
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 $
 21.3

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
 4.4
 4.5
 ( 36.4)
 Global intangible low-taxed income
 ( 24.6)
 ( 33.4)
 333.0
 Foreign tax credit
 -
 0.3
 ( 11.2)
 Foreign rate differential
 5.5
 7.8
 ( 74.4)
 Offshore claim
 11.0
 15.2
 ( 141.2)
 Limitation on officer compensation
 ( 2.7)
 ( 3.1)
 27.2
 Work opportunity credit
 1.9
 1.5
 ( 63.7)
 Addback on wage related credits
 ( 0.4)
 ( 0.3)
 13.4
 Tax credits - Other
 0.6
 0.5
 ( 14.4)
 Insurance
 -
 -
 ( 8.1)
 Charitable contribution of inventory
 -
 ( 0.6)
 -
 Uncertain tax positions
 4.5
 7.4
 ( 18.7)
 Deferred rate change
 -
 -
 1.1
 ( 31.0)
 ( 96.0)
 70.9
 Other
 ( 2.3)
 1.7
 ( 0.1)
 Effective income tax rate
 ( 12.1)
 %
 ( 73.5)
 %
 98.4
 %

 The
largest
driver
for
the
difference
the
effective
tax
rate
for
the
year
 ended February 1, 2025 and the
U.S. federal income tax rate is
the valuation allowance (discussed above)
the
net
tax
attributable
to
U.S.
net
loss
 carryforwards, other credit carryforwards and all other deferred tax assets net
of deferred tax liabilities.

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

segments,
as
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:
Retail
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
economic
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 Company
does not
 allocate certain corporate expenses to the Credit segment.
 The
President
and
Chief
Executive
is
the
chief
decision
 maker
("CODM").
The
structure
described
above
reflects
the
manner
in
which
the
CODM
regularly

 assesses information for
decision-making purposes, including
the allocation
of resources.
 also provides corporate services, including finance, information technology, and corporate administration,
 to its segments which
are fully allocated to
the retail segment.
from assets held
 for
and
sale
are
not
included
in
assessing
the
segments'
and
therefore
not
 allocated to either segment.
 The
CODM
manages
and
evaluates
the
segments'
based
on
 expenses, and
profit or
loss from
operations before
income taxes
as presented
 budget and forecasting process,
as well as
monthly analyses of budget-to-actual
and prior year
variances.

 Segment
and
other
items
cost
of
goods
sold,
selling,
and
expenses,
depreciation
and
and
other
income.
Assessment
and
approval
of
all
expenditures
are
to
be
in
support
of
and
based
on
the
needs
of
the
segment;
 however,
the
CODM
does
not
evaluate
or
allocate
resources
based
on
asset
 balances; therefore, total segment assets are not presented in the tables below.

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 following schedule summarizes certain segment
information (in thousands):

 `
 Fiscal 2024
 Retail
 Total
 Total Revenues
 $
 647,110
 $
 2,696
 $
 649,806
 Cost of goods sold (a)
 436,440
 -
 436,440
 Selling, general, and administrative (b)
 162,367
 1,630
 163,997
 Corporate overhead
 67,492
 -
 67,492
 9,817
 -
 9,817
 ( 410)
 ( 1,162)
 ( 1,572)
 Income (loss) before income taxes
 $
 ( 28,596)
 $
 2,228
 $
 ( 26,368)
 Corporate interest and other income
 ( 10,255)
 Net income (loss) before income taxes
 $
 ( 16,113)
 Capital expenditures
 $
 7,872
 $
 -
 $
 7,872
 Fiscal 2023
 Retail
 Total
 Total Revenues
 $
 705,419
 $
 2,640
 $
 708,059
 Cost of goods sold (a)
 464,313
 -
 464,313
 Selling, general, and administrative (b)
 176,205
 1,632
 177,837
 Corporate overhead
 74,940
 -
 74,940
 9,871
 -
 9,871
 ( 267)
 ( 737)
 ( 1,004)
 Income (loss) before income taxes
 $
 ( 19,643)
 $
 1,745
 $
 ( 17,898)
 Corporate interest and other income
 ( 4,097)
 Net income (loss) before income taxes
 $
 ( 13,801)
 Capital expenditures
 $
 12,532
 $
 -
 $
 12,532
 Fiscal 2022
 Retail
 Total
 Total Revenues
 $
 757,017
 $
 2,243
 $
 759,260
 Cost of goods sold (a)
 509,664
 -
 509,664
 Selling, general, and administrative (b)
 173,854
 1,497
 175,351
 Corporate overhead
 67,297
 -
 67,297
 11,079
 11,080
 ( 167)
 ( 388)
 ( 555)
 Income (loss) before income taxes
 $
 ( 4,710)
 $
 1,133
 $
 ( 3,577)
 Corporate interest and other income
 ( 5,347)
 Net income (loss) before income taxes
 $
 1,770
 Capital expenditures
 $
 19,433
 $
 -
 $
 19,433
 (a) Refer to Note 1 for additional information on the components of Cost of goods sold.
 (b) Selling, general, and administrative expense include corporate and store payroll, related payroll taxes

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

 14.
Stock Based Compensation:

As
of
1,
2025,
the
2018
Incentive
Plan
was
for
the
 granting
of
forms
of
equity-based awards,
restricted stock
and stock
options 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 1, 2025:

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

 3,147,393

 2,797,601

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

vesting period.
As of
2025, there
was $
 7,276,356

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
 1.9

years.
The total grant date fair value
 of
the
as
the
twelve
ended
1,
2025,
2024 and
January 28,
2023 was
$
 2,270,000
, $
 4,105,000

and $
 2,556,000
, respectively.
The
are
as
a
of
Selling,
and
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 1, 2025,
February 3, 2024 and January 28, 2023:

 `
 Weighted Average
 Number of
 Grant Date Fair
 Shares
 Value Per
Share
 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

 Granted
 386,900
 4.80

 Vested
 ( 232,696)
 13.22

 Forfeited or expired
 ( 62,896)
 9.21

 Restricted stock awards at February 1, 2025
 1,215,181
 $
 8.98

 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
 2025, the
Company sold
 73,593

shares to
employees at an
average discount of
$
 0.81

per share
 Employee Stock Purchase Plan.
The compensation expense
recognized for the
 % discount given
under
 the
Employee
Stock
Purchase
Plan
was
$
 60,000
,
$
 67,000

and
$
 54,000

for
years
 2024, 2023 and 2022,
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,
intellectual
 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, management
 does
not
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 1, 2025:

 `
 Changes in Accumulated Other

 Comprehensive Income (a)
 Unrealized Gains
 and (Losses) on
 Available-for-Sale
 Beginning Balance at February 3, 2024
 $

Other comprehensive income (loss) before

reclassification

Amounts reclassified from accumulated

other comprehensive income (b)
 ( 783)
 Net current-period other comprehensive income
 (loss)
 ( 242)
 Ending Balance at February 1, 2025
 $
 (a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to
accumulated other
 (b) Includes
 $ 1,015

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 February 3, 2024:

 Changes in Accumulated Other

 Comprehensive Income (a)
 Unrealized Gains
 and (Losses) on
 Available-for-Sale
 Beginning Balance at January 28, 2023
 $
 ( 1,238)

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
 (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
 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
 $
 ( 1,238)
 (a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to
accumulated other
 (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
1, 2025.

 Based on this
evaluation, our Principal
Executive Officer
and Principal Financial
Officer concluded that,
 as
of
2025, 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
1,
 2025
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
1,
 2025.

PricewaterhouseCoopers
LLP,
an
registered
firm,
has
audited
the
 effectiveness of our internal
control over financial reporting as
of February 1, 2025, as
stated in its report
 which is included herein.
 Changes in Internal Control Over Financial Reporting

No
in
the
over
(as
in
Act
 Rule
13a-15(f))
has
occurred
the
quarter
ended
1,
2025
that
has
affected,
or
is
reasonably
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
ended
1,
2025,
none
of
the
directors
or
officers
(as
in
Rule 16a-1(f)
of
the
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:

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
2025
stockholders'
meeting
(the
"2025
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
"2024 Executive Compensation" (except for
the information
 under
the
heading
"Pay
Versus
Performance"),
"Fiscal
Year
2024
Director
Compensation,"
and
 "Corporate
Matters-Compensation
Interlocks
and
Insider
Participation"
in
the
 Company's 2025 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
and
for
 future awards under all of the Company's equity compensation plans. The information is as of February
1,
 2025.
 (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

 -
 -
 2,881,975
 Equity compensation plans not

approved by security holders

 -
 -
 -
 Total

 -
 -
 2,881,975

 (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,
2,797,601
are
for
grant.
Under
this
plan,
non-
 qualified stock options may be granted to key associates.

 Under
the
2021
Employee
Stock
Purchase
Plan,
84,374
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
 2025 Proxy Statement is incorporated by reference in response to this Item.
 Item 13.
 Certain Relationships and Related Person Transactions, and Director Independence:

under
the
caption
"Certain
Relationships
and
Related
Person
Transactions,"
 "Corporate
Matters-Director
Independence"
and
"Meetings
and
Committees"
in
the
2025
 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
Accounting
Firm"
in
the
2025
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 1, 2025, February 3, 2024 and January 28, 2023
................................................

 Consolidated Balance Sheets at February 1, 2025 and February
3, 2024
.................................................

 Consolidated Statements of Cash Flows for the fiscal years ended
February 1, 2025, February 3, 2024

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

 Consolidated Statements of Stockholders' Equity for the fiscal years ended
February 1, 2025,

 February 3, 2024 and January 28, 2023
....................................................................................................

 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
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
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 Proxy Statement of the
 Registrant filed on April 8, 2021.
 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 incorporated by reference to Exhibit 10.1 to Form 10-Q of the Registrant for
 the quarter ended July 29, 2023.
 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 incorporated by reference to Exhibit 10.1 to Form 10-Q of the Registrant for
 the quarter ended October 28, 2023.
 10.14
 Fourth Amendment, dated as of April 25, 2024, to Credit Agreement, dated as of May 19
 2022, among the Registrant, the banks party thereto and Wells Fargo Bank, National
 Association incorporated by reference to Exhibit 10.1 to Form 10-Q of the Registrant for
 the Quarter ended May 4, 2024.

 10.15
 Fifth Amendment, dated as of November 1, 2024, to Credit Agreement, dated as of May
 19, 2022, among the Registrant, the banks party thereto and Wells Fargo Bank, National
 Association incorporated by reference to Exhibit 10.1 to Form 10-Q of the Registrant for
 the quarter ended November 2, 2024.
 10.16
 Credit Agreement, dated as of March 13, 2025, by and among Wells Fargo Bank, National
 Association, as Lender, and The Cato Corporation and certain of its subsidiaries as
 Borrowers and certain of its other subsidiaries as Guarantors, incorporated by reference to
 Exhibit 10.1 to Form 8-K of the Registrant filed March 19, 2025.
 19.1**
 Insider Trading Policy of the Registrant.

 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 incorporated by reference to Exhibit 97.1 to
 Form 10-K of the Registrant for the fiscal year ended February 3, 2024.
 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
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

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 31, 2025

Pursuant to the
requirements of the
Securities Exchange
Act of 1934,
this report has
been signed below
on March 31,
2025
 by the following persons on behalf of the Registrant and in the capacities indicated:

 /s/ JOHN P.
D. CATO
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/ 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 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
 Additions charged to costs and expenses

 14,304
 Additions (reductions) charged to other accounts

 (c)
 ( 522)
 Deductions

 ( 843)
 (d)
 ( 14,791)
 Balance at February 1, 2025
 $
 $
 8,119
 (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.