Material Agreement · Agreement Terminated

UNITED STATES SECURITIES AND EXCHANGE COMMISSION 450 Fifth Street NW Washington, D.C. 29549   Form 8-K CURRENT REPORT PURSUANT   TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported):   March 13, 2025   THE CATO CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 1-31340 56-0484485 (State or Other Jurisdiction of   Incorporation (Commission File Number) (IRS Employer Identification No.) 8100 Denmark Road , Charlotte , North Carolina (Address of Principal Executive Offices) 28273-5975 (Zip Code) (704) 554-8510 (Registrant’s Telephone   Number, Including Area Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check   the   appropriate   box   below   if   the   Form   8-K   filing   is   intended   to   simultaneously   satisfy   the   filing   obligation   of   the   registrant under any of the following provisions:   ☐   Written communications pursuant to Rule 425   under 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 Exchange   Act (17 CFR 240.14d-2(b))   ☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange   Act (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 Class A - Common Stock, par value $.033 per share CATO New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company   as 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 extended   transition period for complying with any new or revised financial accounting standards provided   pursuant to Section 13(a) of the Exchange Act. ☐ 2 THE CATO   CORPORATION   Item 1.01 Entry into a Material Definitive Agreement. On March 13, 2025, The Cato Corporation, as borrower (the “Company”),   and certain domestic subsidiaries, as borrowers and guarantors, entered into a Credit Agreement   (the “ABL Credit Agreement”) and related loan documents, by and among the Company, those other 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 $35   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 Company, as guarantors, and the Lender, as lender and agent (the “Prior Credit Agreement”).   [No principal or accrued interest was outstanding under the Prior Credit Facility 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 $35 million, less an amount equal   to the greater of (a) 10.0% of the lesser of the borrowing base described below and $35 million and (b) $5 million,   subject to the other limitations described below. The ABL Facility includes a $15 million uncommitted accordion feature that permits the borrowers, under certain conditions, to solicit the Lender to provide additional   revolving loan commitments to increase the aggregate amount of the revolving   loan commitments up to a maximum principal amount of $50 million.   The ABL Facility contains a sub-facility that allows the Company   to issue letters of credit in an aggregate amount not to exceed $5 million.   The amount available under the ABL Facility is limited by a borrowing   base consisting of certain eligible credit card receivables and inventory, reduced by specified reserves, as follows:   •90% of eligible credit card receivable, plus   ▪90% 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.     The ABL Facility 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 1%, (iii) the rate of interest announced, from time to time, within the Lender at   its principal office in San Francisco as its “prime rate” and (iv) 0%) 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 interest at an annual rate equal to 50 basis points above base rate.   SOFR borrowings bear interest at an annual rate equal   to SOFR for the interest period selected plus 10 basis points plus 150 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 25 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 addition, customary mandatory prepayments of the loans under the ABL Facility are required upon the occurrence   of certain events including, without limitation, outstanding borrowing exposures exceeding   the borrowing base and certain 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) 3 monthly for borrowings based upon the base rate.     The borrowers’ obligations under the ABL Facility (and certain related obligations)   are guaranteed by the other borrowers and the guarantors.   Each of the Company’s future domestic subsidiaries is also required to guarantee the ABL Facility on a senior secured basis (such future 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 of the 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 ABL Facility (the “Excess Availability”) falls below the greater of (a) 15.0% of the lesser of the borrowing base and $35 million and (b) $10 million,   the Loan Parties will become subject to cash dominion, which will require prepayment of   loans under the ABL Facility with the cash deposited in certain deposit accounts of the Loan Parties, including   a concentration account, and will restrict the Loan Parties’ ability to transfer cash from   their concentration account. Such cash dominion period will end, in the 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 30 consecutive days.   Affirmative and Restrictive Covenants . The ABL Credit Agreement governing the ABL Facility contains customary representations and warranties, affirmative and negative covenants (subject,   in each case, to exceptions and qualifications), and events of defaults, including 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 relating to permitted acquisitions, permitted investments, prepayment   of other indebtedness, and restricted payments are substantially less, or not applicable 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 $20 million, (iv) the Lender receives   at least three business days’ prior written notice of such event, including information about the estimated   date and amount of the payment 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. The description of the ABL Credit Agreement and ABL Facility set   forth herein is qualified in its entirety by reference to the ABL Credit Agreement filed as Exhibit 10.1 hereto, which   is incorporated by reference herein. Item 1.02   Termination of a Material Definitive Agreement. The information set forth in Item 1.01 of this Form 8-K is incorporated   by reference into this Item 1.02.       4 Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Form 8-K is incorporated   by reference into this Item 2.03. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit 10.1 - Press Release issued 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   Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document)         5 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the   Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly   authorized.   THE CATO   CORPORATION March 19, 2025 /s/ John P.   D. Cato Date John P.   D. Cato Chairman, President and Chief Executive Officer March 19, 2025 /s/ Charles D. Knight Date Charles D. Knight   Executive Vice President Chief Financial Officer     6 Exhibit Index   Exhibit Exhibit No. Exhibit 10.1 - Press Release issued 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     10.1 104   Cover page Interactive Data File (embedded within Inline XBRL document) 104