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

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

the

Form

8-K

filing

intended

simultaneously

satisfy

the

filing

obligation

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.

☐

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

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.

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)

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

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.

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)

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

Exhibit Index

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

CATO CORP 8-K