Results of Operations · Shareholder Vote

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): May 21, 2026 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 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 2.02. Results of Operations and Financial Condition. On May 21, 2026, The Cato Corporation issued a press release regarding its financial results for the 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 Vote of Security Holders. On May 21, 2026, the Registrant held its Annual Meeting. The following are the voting results on each matter submitted to the Registrant’s stockholders at the Annual Meeting. The proposals below are described in detail in the Proxy Statement. At the Annual Meeting, the three nominees for director were elected to the Registrant’s Board of Directors (Proposal 1 below). In addition, management’s proposal regarding the Company’s executive compensation was approved (Proposal 2 below). In addition, management’s proposal regarding the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026 was approved (Proposal 3 below). Summary of Voting By Proposal 1. To elect Dr. Pamela L Davies, Thomas B. Henson and Bryan F. Kennedy III, each for a term expiring in 202 9 and until their successors are elected and qualified. Votes recorded, 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 an advisory basis, the Company’s executive compensation. The Company’s shareholders voted to approve this proposal with 24,699,1186 for and 1,284,938 votes against. There were 397,658 abstentions and 2,51,676 Broker non-votes 3. To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027. The Company’s shareholders voted to approve this proposal with 28,338,866 for and 63,838 votes against. There were 30,754 abstentions. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit 99.1 - Press Release issued May 21, 2026 Exhibit 104 – Cover Page Interactive Data File (embedded within Inline XBRL document) 3 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 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 4 Exhibit Index Exhibit Exhibit No. 99.1 - Press Release issued May 21, 2026 99.1 104 Cover page Interactive Data File (embedded within Inline XBRL document) 104