UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

450 Fifth Street NW

Washington, D.C. 29549

Form

(Amendment No. 1)

CURRENT REPORT PURSUANTTO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

(Exact Name of Registrant as Specified in Its Charter)

(State or Other Jurisdiction

ofIncorporation

(Commission

File Number)

(IRS Employer

Identification No.)

,

,

(Address of Principal Executive Offices)

(Zip Code)

(Registrant’s TelephoneNumber, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

ChecktheappropriateboxbelowiftheForm8-Kfilingisintendedtosimultaneouslysatisfythefilingobligationoftheregistrant

under any of the following provisions:

Written communications pursuant to Rule 425under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the ExchangeAct (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the ExchangeAct (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

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Indicate by check mark whether the registrant is an emerging growth companyas defined in as defined in Rule 405 of the Securities

Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).

Emerging growth company

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

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

☐

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THE CATOCORPORATION

Explanatory Note

The Cato Corporation Inc. (the

“Company”

) filed a Current Report on Form 8-K on March 23, 2026 (the

“Initial

Report”

). This amendment (the

“Amended Report”

) to the Initial Report amends and restates in its entirety the press

release attached as exhibit 99.1 (the “Original Press Release”) to the Initial Report solely tocorrect a typographical

error in the date of the current year balance sheet included in the Original Press Release.The error misidentified the

current year balance sheet date as November 1, 2025 rather than the correct dateof January 31, 2026.Except for

this correction to Exhibit 99.1, this Amended Report does not amend or update any other information set forth in the

Initial Report.

Item 2.02.Results of Operations and Financial Condition.

On March 19, 2026, the Company issued the Original Press Release announcing its financialresults for the fourth

quarter ending January 31, 2026.A copy of the press release, as corrected, is attached as Exhibit 99.1 and

incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document)

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, theRegistrant has duly caused this

report to be signed on its behalf by the undersigned thereunto dulyauthorized.

THE CATOCORPORATION

March 25, 2026

/s/ John P.D. Cato

Date

John P.D. Cato

Chairman, President and

Chief Executive Officer

March 25, 2026

/s/ Charles D. Knight

Date

Charles D. Knight

Executive Vice President

Chief Financial Officer

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Exhibit Index

Exhibit

Exhibit

No.

99.1

104Cover page Interactive Data File (embedded within Inline

XBRL document)

104