UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

450 Fifth Street NW

Washington, D.C. 29549

Form

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

Trading Symbol(s)

Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growthcompany 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

Item 2.02. Results of Operations and Financial Condition.

On May 21, 2026, The Cato Corporation issued a press release regarding its financial results forthe first quarter

ending May 2, 2026. A copy of this press release is hereby incorporated as Exhibit 99.1 hereto.

Item 5.07. Submission of Matters to a Voteof Security Holders.

OnMay21,2026,theRegistranthelditsAnnualMeeting.Thefollowingarethevotingresultsoneachmatter

submitted to the Registrant’sstockholders at theAnnual Meeting. Theproposals below are describedin detail in the

Proxy Statement.

At the Annual Meeting, the three nominees for directorwere elected to the Registrant’s Boardof Directors (Proposal

1 below).

Inaddition, management’sproposal regarding the Company’s executivecompensation was approved(Proposal2

below).

Inaddition,management’sproposalregardingtheselectionofPricewaterhouseCoopersLLPastheCompany’s

independent registered publicaccounting firm forthe fiscal year endingJanuary 31, 2026was approved (Proposal3

below).

Summary of VotingBy Proposal

1.

To electDr. Pamela L Davies, ThomasB. Henson and Bryan F.Kennedy III, each for a term expiring in 2029

and until their successors are elected and qualified. Votesrecorded, by nominee, were as follows:

Nominee

For

Abstain

Broker

Non-Votes

Dr. Pamela L Davies

24,168,124

2,213,658

2,051,676

Thomas B. Henson

24,179,447

2,202,335

2,051,676

Bryan F. Kennedy III

24,054,725

2,327,057

2,051,676

2.

To

approve,on anadvisorybasis, theCompany’s executivecompensation. TheCompany’s shareholders

votedtoapprove thisproposal with24,699,1186 forand 1,284,938 votesagainst. There were

397,658 abstentions and 2,51,676 Broker non-votes

3.

ToratifytheselectionofPricewaterhouseCoopersLLPastheCompany’sindependentregisteredpublic

accounting firmfor thefiscal yearendingJanuary 30,2027. TheCompany’sshareholdersvoted toapprove

this proposal with 28,338,866 for and 63,838 votes against. Therewere 30,754 abstentions.

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

May 26, 2026

/s/ John P.D. Cato

Date

John P.D. Cato

Chairman, President and

Chief Executive Officer

May 26, 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