cato8k4qtr2020

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)

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

March 18, 2021

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 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.

☐

THE CATO

CORPORATION

Item 2.02.

Results of Operations and Financial Condition.

On March 18, 2021, The Cato Corporation issued a press release regarding its financial results

for the fourth quarter ending January 30, 2021.

A copy of this press release is furnished as

Exhibit 99.1 hereto.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit 99.1 - Press Release issued March 18, 2021

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, 2021

/s/ John P.

D. Cato

Date

John P.

D. Cato

Chairman, President and

Chief Executive Officer

March 19, 2021

/s/ John R. Howe

Date

John R. Howe

Executive Vice President

Chief Financial Officer

Exhibit Index

Exhibit

No.

Exhibit 99.1 - Press Release issued March 18,

2021

99.1

Exhibit 104 – Cover Page Interactive Data File

(embedded within Inline XBRL document)

104

SEC Form 8-K filed by Cato Corporation (The)