What changed in this filing

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Item 1. Business

2026-04-15 compared with 2025-04-16 · 117 added, 130 removed, 147 unchanged (63% of the section changed)

Citi Trends, Inc.

( “ Citi Trends ” or the “ Company ” ) is a highly differentiated off-price value retailer known for trendy fashions, great brands and amazing prices.

We offer culturally relevant fashion – what we call “ Cultural Cachet ” – in apparel, accessories and home goods, primarily for African American families in the United States.

We curate a three tiered mix of product featuring well-known brands, core product and opening price goods, with intermittent extreme value deals.

Our core product styles are curated trend-right, high quality, value for the price.

We offer an assortment of opening price product for the price conscious customer, all sold at competitive prices.

Plus, for the treasure hunters, we often have “ extreme value ” product deals on well-known branded product at 50% to 75% off MSRP.

Consumer insights research validates that our unique culturally relevant styling, and strong value for the price fosters deep customer loyalty and high shopping frequency in the neighborhoods in which we operate.

Our stores are strategically located in vibrant African American neighborhoods with product offerings for the entire family.

(“CITITRENDS” or the “Company”) is a highly differentiated off-price value retailer known for trendy fashions, great brands and amazing prices.

We are the leading off-price retailer specifically focused on Black customers, delivering the styles, brands, and trends at amazing prices that resonate with our primary and secondary customers.

Our product offering is Women’s, Men’s and Children’s apparel, family footwear, accessories and products for the home, with a three-tiered mix of product.

At the opening price point, we offer value-focused basics for our most budget-conscious customers.

The core of our business is our ‘better’ tier- quality products with breadth of selection and fresh styles.

At the top end, we’re expanding our ‘best’ tier with two distinct approaches.

First, we’re adding more trend-relevant product at prices well below specialty retail.

Second, we’re building our extreme value capabilities, offering well-known branded product at 50% to 75% off MSRP.

Our research shows this treasure hunt element resonates particularly well with our core customer, who views shopping as both a practical necessity and an enjoyable activity, fostering deep customer loyalty and high shopping frequency in the communities in which we operate.

Our customers are discerning.

They understand that value is more than price and are willing to spend more when the style is for them, the fashion is on trend and the quality is right.

In short, value is not just price.

Our brand promise is clear:

Styles that see you, prices that amaze you and trends that tell your story.

Our stores are strategically located in vibrant Black communities with product offerings for the entire family.

Our stores average approximately 11,000 square feet of selling space and are typically found in outdoor community shopping centers across a variety of urban, suburban and rural markets.

As of February 1, 2025, we operated 591 stores in 33 states.

We believe the combination of product curated with Cultural Cachet at amazing prices, and the large scale of our 591 neighborhood stores is extremely hard to duplicate which gives us a defensible moat against competition.

As of January 31, 2026, we operated 590 stores in 33 states.

We believe the combination of product curated for the Black consumer at amazing prices, and the large scale of our 590 community stores is extremely hard to duplicate which gives us a defensible moat against competition.

Competitive Strengths and Strategies

Citi Trends is one of the largest national retailers focused on African American customers.

With 591 stores located in the neighborhoods we serve, our customers rely on us as a leading off-price value retailer of apparel, accessories and home trends.

Because of our long-term presence in the African American community, our customers are highly engaged and loyal to Citi Trends.

CITITRENDS is the leading off-price retailer specifically focused on Black customers.

With 590 stores located in the communities we serve, our customers rely on us as their off-price value retailer of apparel, accessories and home trends.

Because of our long-term presence in the Black community, our customers are highly engaged and loyal to CITITRENDS.

We strive to provide an engaging and exciting shopping experience supported by fresh product and a friendly, welcoming staff.

We believe the following business strengths differentiate us from our competitors and are important to our success.

Community Store Locations are a key point of differentiation.

We locate our stores in high-traffic outdoor community shopping centers that are convenient to Black families.

Our location strategy allows us to be an integral part of the communities we serve while providing convenience for our customers.

We believe that these community locations are difficult to duplicate, creating a competitive moat for our brand.

We generally utilize previously occupied store sites in locations where we are often the brightest and cleanest store in the shopping center, which enables us to obtain attractive rents while establishing ourselves as community cornerstones.

When opening new stores, we seek to partner with landlords that contribute to buildout costs, which helps maintain lower startup and fixturing investment.

Focus on Fashion and Trend Mix .

We curate our merchandise assortment to be fashionable and fresh, recognizing that our customers use style as a form of personal expression.

We devote considerable effort to identifying emerging trends and ensuring that our wide assortment of apparel and non-apparel merchandise is curated to appeal to the preferences of African American customers.

We curate our merchandise assortment to be trend right styles at amazing prices, recognizing that our customers use style as a form of personal expression.

Our creative department is focused on identifying emerging trends and ensuring that our wide assortment of apparel and non-apparel merchandise is curated to appeal to the preferences of Black customers.

Our buying team actively manages a dynamic blend of essentials, fashion-forward pieces, trending items and recognized brands, all at strong value prices to keep the assortment fresh, relevant and culturally attuned.

Superior Value Proposition .

We seek to offer high quality, fashionable merchandise with Cultural Cachet and believe that our value proposition provides important access to trends for our customers.

We seek to offer high quality, fashionable merchandise.

Value is more than price.

We know that our customers are willing to spend more when the fashion is on trend, the brand is right, and the price-value proposition is strong.

The majority of our product is ticketed with compare at pricing to demonstrate our pricing superiority against competition.

We do not employ high-low pricing strategies;

The majority of our product is sold at ticketed price with compare at pricing to demonstrate our pricing superiority against competition.

We do not employ high-low or point of sale discounting pricing strategies;

instead, our everyday ticketed low price points offer superior value, enabling our customers to purchase multiple items per visit.

We focus on a balanced three-tiered assortment along with an increasing selection of off-price ‘treasures’ – nationally known brands at incredible values.

We do not rely on promotion-driven sales and instead seek to build our reputation through a steady stream of weekly in-store deliveries of the latest trends at great prices which drives word-of-mouth awareness and excitement in the neighborhoods we serve.

We rely on regular in-store deliveries of the latest trends at great prices which drives word-of-mouth awareness and excitement in the communities we serve, which in turn creates customer visit frequency.

Fashions for the Entire Family .

We merchandise our stores to create a specialty store environment that serves as a destination that meets the apparel and non-apparel needs of the entire family.

Every store offers a comprehensive selection of always-changing, curated products for men, women and children with a range of size options in each category.

In addition, we offer home goods and consumables.

We believe that our small-footprint stores, combined with a specialty store experience, friendly customer service where we often know our customers ’ names, and breadth of merchandise, distinguishes our stores from many competitors and creates an exciting and welcoming environment that encourages repeat visits from the local community.

We offer Women’s, Men’s and Children’s apparel, family footwear, accessories and products for the home which makes us a family destination in our communities.

We offer a trendy assortment of culturally relevant fashions, core products and opening price products, making us appealing to wide range of income and style taste levels.

We believe that our approximately 11,000 square feet store formats, combined with a neat, clean and organized in-store experience, friendly customer service where we often know our customers’ names, and breadth of merchandise, distinguishes our stores from many competitors and creates an exciting and welcoming environment that encourages high frequency repeat visits from the local community.

Strong and Flexible Sourcing Relationships .

We maintain strong, long-standing sourcing relationships with a large group of suppliers while continually opening new relationships with both well-known and up-and-coming brands.

We believe that our access to the African American customer drives vendor interest.

We believe that our access to the Black customer drives vendor interest.

Our buying team plans, develops and creates curated assortments by (i) purchasing goods developed specifically for our customer, (ii) selecting products for our customers from vendor product lines, (iii) buying opportunistically available excess inventory from reliable vendors, with the majority of our merchandise purchased for the current season and a lesser quantity held for sale in future seasons and (iv) buying extreme value, off-price deals to offer exciting national brands at significantly reduced prices.

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Our store associates are trained to provide friendly and helpful customer service to deliver a positive shopping experience.

Many of our store associates live in the neighborhoods where our stores are located and frequently shop our stores themselves.

Many of our store associates live in the communities where our stores are located and frequently shop our stores themselves.

We have a long heritage of a diverse and inclusive workplace;

91% of our store associates are African American or multicultural, and more than 90% of our store management positions are filled by women.

74% of our store associates are Black, and more than 90% of our store management positions are filled by women.

As a result, our store associates cultivate a unique culture in our stores that creates a high level of connectivity with our customers.

We strive to make our stores a destination where everyone is welcome, and our store associates foster that vision every day through enriched customer engagement.

Compelling, Convenient and Cost-Effective Neighborhood Store Locations .

We locate our stores in high-traffic outdoor neighborhood shopping centers that are convenient primarily to African American families.

Our location strategy allows us to be an integral part of the communities we serve while providing convenience for our customers.

We believe that these neighborhood locations are difficult to duplicate, creating a competitive moat for our brand.

When opening new stores, we seek to partner with landlords that contribute to buildout costs, which helps maintain lower startup and fixturing investment.

Highly Talented and Motivated Leadership Team .

Our senior management team, led by Ken Seipel, our Chief Executive Officer, has extensive retail experience across a broad range of disciplines, including merchandising, real estate, finance, store operations, supply chain management, human resources and information technology.

Our management team plans and drives our growth strategy, which is based on our constant focus on providing trend-driven merchandise anchored in value to the mid to lower income African American populations.

Our management team plans and drives our growth strategy, which is based on our constant focus on providing trend-driven merchandise anchored in value to the Black customer.

We believe our management team is integral to our success and positions us well for long-term growth.

Business Strategy

With our focus on culturally-relevant fashion, exciting brands, and accessible pricing in each of our neighborhood locations, we believe that Citi Trends is in a unique position to serve our loyal customer base, with a long runway for comp sales growth, store unit growth and a motivated leadership team supported by a healthy balance sheet.

We have identified the following areas of focus to restore the Company ’ s financial performance and to maximize long-term growth:

With our focus on culturally-relevant fashion, exciting brands, and accessible pricing in each of our community locations, we believe that CITITRENDS is in a unique position to serve our loyal customer base, with a long runway for comp sales growth, store unit growth, profit margin expansion and a strong leadership team supported by a healthy, debt free balance sheet.

We have identified the following areas of focus to continue to improve the Company’s financial performance and to maximize long-term growth:

Offer Compelling Value Proposition .

Our three-tiered product strategy of opening prices, core value product and familiar brands, all focused on the wants and needs of our African American customers, differentiates our model while driving customer loyalty and repeat visits.

Our customers understand that value is more than price and are willing to spend more when the style is for them, the fashion is on trend and the quality is right.

Our brand promise is clear:

Styles that see you, prices that amaze you and trends that tell your story.

We offer a balanced assortment of good, better, and best products that resonates with our customer base across income levels, all focused on the wants and needs of our Black customers.

This approach differentiates our model while driving customer loyalty and repeat visits.

We are known for delivering newness and freshness, resulting in high customer frequency.

We offer a balanced assortment of good, better and best products that resonates with our customer base across income levels.

We highlight our opening price point offerings consistently across departments, ensuring our value-conscious customers can easily identify these options.

We highlight our opening price point offerings consistently across departments, ensuring our budget-conscious customers can easily identify these options.

Our core value product is the bedrock of our business, and we are focused on ensuring quality-for-price in this important tier.

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We practice rigorous inventory management, prioritizing choice and breadth over depth, improving our speed to market and driving faster turns.

Focus on the African American Customer.

We are one of the largest national retailers focused on African American customers.

Focus on the Black Customer.

We are one of the largest national retailers focused on Black customers.

Our customers are at the core of what we do, central to our business and critical to our success.

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We also serve a base of less frequent, lower income customers who are more budget conscious.

The income capacity of our two most frequent tiers of customers is the biggest realization from our recent research, qualifying the previous assumption that our entire customer base was in the low-income category.

We believe that this refined understanding of our customer will strengthen our ability to predict their wants and needs, driving increased traffic and conversion in our stores.

We are serving customers across all income levels with our three-tiered product strategy.

Consistent Operational Excellence .

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We have refined our product allocation methodology and are investing in artificial intelligence (“AI”)-based technology to drive more effective and efficient product allocation processes.

We have made improvements to our supply chain speed and we are driving additional improvements to further reduce speed to store as well as to reduce our working capital needs.

We have made improvements to our supply chain speed and we are driving additional improvements to further improve product speed to store as well as to reduce our working capital needs.

We have implemented improved product planning practices focused on pre-season strategy and open-to-buy to support growing categories.

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We believe that these foundational improvements will drive near-term financial results while positioning us for future, accelerated growth.

We believe that our 591 stores located in the heart of African American neighborhoods is a key differentiator of our business that gives us a defensible moat around our business and store base.

To improve the financial performance of the company, we are focused on improving productivity in our existing stores by sharpening our focus on our African American customers and strategically investing in product categories identified for intensification through our customer insights studies, both with a goal of driving increased foot traffic and basket.

We believe that our 590 stores located in the heart of Black communities is a key differentiator of our business that gives us a defensible moat around our business and store base.

To improve the financial performance of the company, we are focused on improving productivity in our existing stores by sharpening our focus on our Black customers and strategically investing in product categories identified for intensification through our customer insights studies, both with a goal of driving increased foot traffic and basket.

Finally, we believe that an integral part of our sales growth is the continued refinement of our store format, incorporating customer feedback and insights from operational results to improve the in-store experience and enhance profitability.

We are remodeling existing stores to the updated format, and all new stores will open in the revised format.

While we believe that maximizing the productivity of our existing fleet provides significant near-term opportunity for sales and earnings growth, we continue to believe that Citi Trends has the potential to grow, and we expect to accelerate square footage expansion in the range of 6% to 10% annually over time.

Looking forward, we are positioning CITITRENDS for strategic new store growth, including through potential assumptions of leases or subleases.

Our expansion strategy focuses on backfilling existing markets where we have brand awareness and proven performance and selectively entering new markets with strong demographic alignment to our customer base.

This new store expansion is guided by a disciplined approach leveraging AI tools and extensive data analysis designed to predict sales with approximately 90% accuracy.

We are also applying financial criteria to every new store decision and rely on local-market expertise from our real estate team.

We believe this approach positions us to expand intelligently while maximizing return on investments.

We believe that our people are a key differentiator for our business and are key to the continued transformation of our company.

Our buying team is trained to understand our customers, what motivates them to shop at Citi Trends and what creates an emotional connection to the brand.

Our buyers also cultivate strong relationships with the vendor community to ensure access to the exciting, trend-right product that our customers rely on us to provide.

We believe that our store associates, many of whom come from the neighborhoods we serve, are another key component of the in-store experience.

Our buying team is trained to understand our customers, what motivates them to shop at CITITRENDS and what creates an emotional connection to the brand.

Our buyers also cultivate strong relationships with the vendor community to gain access to the exciting, trend-right product that our customers rely on us to provide.

We believe that our store associates, many of whom come from the communities we serve, are another key component of the in-store experience.

They create an exciting and welcoming shopping experience for our customers and serve as a valuable source of insights on our core customers’ needs and preferences.

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Product and Value

Our merchandising strategy focuses on delivering fresh, fashionable and trend-right apparel, accessories and home products at exceptional value for cost-conscious African American families.

As the go-to family store in the neighborhood, we are committed to maintaining a diverse, seasonally relevant assortment that reflects the bold style and preferences of our customers.

Our merchandising strategy focuses on delivering fresh, fashionable and trend-right apparel, accessories and home products at exceptional value for Black families.

As the go-to family store in the community, we are committed to maintaining a diverse, seasonally relevant assortment that reflects the bold style and preferences of our customers.

Our product offerings include a balanced mix of privately developed brands and nationally recognized labels, ensuring both quality and affordability.

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a wide selection of apparel for juniors, missy and plus size, including trend right sportswear, outerwear, sleepwear, lingerie and scrubs.

a wide selection of apparel for men and big men, including trend right sportswear and outerwear.

● Children’s:

a wide assortment of basics, fashion and trends for boys up to size 20 and girls up to size 16.

Also, sizes for newborns, infants and toddlers, as well as kids uniforms, accessories and sleepwear.

Also, sizes for newborns, infants and toddlers, as well as children’s uniforms, accessories and sleepwear.

a wide selection of apparel for men and big men, including trend right sportswear and outerwear.

● Accessories & Beauty:

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home goods for the bedroom, bathroom, kitchen and decorative accessories, plus an eclectic composition of wants and needs such as books, food, tech products, team sports products, toys, health and beauty products and seasonal items.

casual and dress footwear in sizes for men, women and kids.

casual and dress footwear in sizes for men, women and children.

The following table provides the percentage of net sales for each Division within the store:

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Our goal is to deliver outstanding value every day.

We do this by offering access to fashion and trends at affordable prices that are desirable for African American families.

We do this by offering access to fashion and trends at affordable prices that are desirable for Black families.

As a normal course, we do not engage in promotional activity such as high-low pricing, coupons or sales other than our regularly scheduled markdowns.

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Our buying office is located in New York City, and the team travels regularly to the major United States markets, visiting manufacturers and attending national and regional trade shows.

The buying team is supported by our Trend Director who identifies and translates relevant current and emerging trends into actionable merchandising strategies.

Our buying team sources merchandise through multiple channels to ensure a fresh and trendy assortment.

First, we work with a continuously evolving network of vendors that manufacture products exclusively for Citi Trends ’ core customers.

Our buyers collaborate with these vendors who specialize in trend identification and product development to design and manufacture exclusive products for Citi Trends, providing our fashion-savvy customers with unique standout styles they won ’ t find anywhere else.

First, we work with a continuously evolving network of vendors that manufacture products exclusively for CITITRENDS’ core customers.

Our buyers collaborate with these vendors who specialize in trend identification and product development to design and manufacture exclusive products for CITITRENDS, providing our fashion-savvy customers with unique standout styles they won’t find anywhere else.

Second, we maintain partnerships with nationally recognized brands and labels, collaborating to customize products in size, color and style to align with the specific needs and preferences of our customers.

Third, we leverage all of our vendor relationships to opportunistically buy close-out product at incredible value.

Third, we leverage our vendor relationships to opportunistically buy close-out product at incredible value.

Fourth, we buy extreme value, off-price deals from a wide variety of sources, allowing us to offer our customers exciting national brands at significantly reduced prices.

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This allows us to deliver extreme value on select highly desirable goods.

We allocate merchandise across our stores according to fact-based plans that are created by our planning and allocation teams.

Our staff utilizes a centralized management system to monitor merchandise purchasing, planning and allocation to manage inventory turnover, identify and respond to changing customer demands and determine the timing of markdowns.

We simplified our allocation methodology in fiscal 2024, enabling us to more effectively allocate products, strategically distributing them across three store volume definitions:

high, average and low.

In fiscal 2024, we also launched a test of an AI-based allocation system that will use predictive analytics to forecast sales trends, further enhancing our product allocation capabilities.

We expect that system to be fully implemented by the second half of fiscal 2025.

These upgrades should optimize our inventory distribution to better meet the needs of our customers.

Our buyers also regularly review the age and performance of merchandise and manage both the reordering and markdown processes.

In fiscal 2025 we finalized the implementation of an AI-based allocation system across all merchandise categories.

This system is designed to drive more accurate by-store product allocation, improve sales, reduce markdowns and reduce working capital through improved inventory efficiency.

Store Operations

Our stores are located in the heart of the mid to lower income neighborhoods we serve.

Our stores are located in the heart of the communities we serve.

We hire a diverse staff of women and men from the local area surrounding our stores.

As of February 1, 2025, 91% of our store associates are African American or multicultural, and more than 90% of our store management positions are filled by women.

As of January 31, 2026, 74% of our store associates are Black, and 90% of our store management positions are filled by women.

We cater to entire families and offer a compelling shopping experience in the communities in which we operate.

We welcome everyone with “ Hi, welcome to Citi Trends, ” and we develop a longstanding rapport with many of our customers, many of whom we know by name.

Every Citi Trends store presents a specialty store environment with a wide array of product offerings.

We welcome everyone with “Hi, welcome to CITITRENDS,” and we develop a longstanding rapport with many of our customers, many of whom we know by name.

Every CITITRENDS store presents an inviting shopping environment with a wide array of product offerings.

The average selling space of our 590 stores is approximately 11,000 square feet, which allows us the space and flexibility to organize our six product divisions in exciting and appealing ways.

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The typical store is staffed with a Store Manager and multiple Assistant Managers, along with five to eight part-time Sales associates, all of whom rotate work days on a shift basis.

Our associates are critical to achieving our goals, and we strive to hire motivated associates from the local community with high energy levels.

We have well-established store operating policies and procedures and an extensive 30-day in-store training program for new Store Managers and Assistant Managers.

Sales associates also participate in a 14-day customer service and store procedures training program, which is designed to enable them to assist customers in a friendly and helpful manner.

Our associates are critical to achieving our goals, and we strive to hire highly qualified, motivated associates from the local community.

We have well-established store operating policies and procedures and an extensive in-store training program for new Store Managers and Assistant Managers.

Sales associates also participate in a customer service and store procedures training program, which is designed to enable them to assist customers in a friendly and helpful manner and maintain neat, clean and organized stores.

We offer a layaway program, allowing customers to purchase merchandise by initially paying a 20% deposit and a $2 service charge.

At various times throughout the year, we reduce the deposit requirement to 10% and waive the service charge in connection with promotional events.

The customer then makes additional payments every two weeks and has 60 days to complete the purchase.

If the purchase is not completed, the customer receives a Citi Trends gift card for amounts paid less a re-stocking and layaway service fee.

If the purchase is not completed, the customer receives a CITITRENDS gift card for amounts paid less a re-stocking and layaway service fee.

In addition, we offer a buy-now-pay-later program through an external vendor that allows customers to split purchases into four installments over six weeks.

Our unique focus on African American families offers us the opportunity to pinpoint highly targeted and highly visible store locations.

Our unique focus on Black families offers us the opportunity to pinpoint highly targeted and highly visible store locations.

Cost-effective store locations are an important part of our store profitability model.

Accordingly, we look for locations in high-traffic outdoor neighborhood shopping centers that offer attractive rents and meet our demographic and economic criteria.

We have a dedicated real estate management team responsible for new store site selection, and we employ rigorous analysis to approve final store selection decisions.

Accordingly, we look for locations in high-traffic outdoor community shopping centers that offer attractive rents and meet our demographic and economic criteria.

Our new store expansion is guided by a disciplined approach leveraging AI tools and extensive data analysis designed to predict sales with approximately 90% accuracy.

We have a dedicated real estate management team responsible for new store site selection, coupling the data analysis with in-depth market knowledge, and we employ rigorous financial analysis to approve final store selection decisions.

In selecting a location, we target urban, suburban and rural markets, and our strategy includes both further densification of existing markets and entering new markets over time.

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We aim to be an integral part of our customers’ community by providing a compelling shopping destination and career opportunities.

Advertising and Marketing

Our marketing goals are to build awareness of the Citi Trends brand, promote customers ’ association of the Citi Trends brand with value, quality, fashion and everyday low prices, engage our customers in meaningful ways, and drive traffic into our stores.

We generally focus our organic advertising efforts on emails, social media and text messaging.

We use our social media channels to highlight our brand and engage our customers with compelling digital content on a regular basis.

We generally focus our paid marketing efforts on radio, digital ads, paid social media influencers, and website retargeting.

Our website, cititrends.com , showcases our latest products and provides information about our business, our store locations, and more.

Our marketing goals are to build awareness of the CITITRENDS brand, promote customers’ association of the CITITRENDS brand with our brand promise:

Styles that see you, prices that amaze you, and trends that tell your story, engage our customers in meaningful ways, and drive traffic into our stores.

In fiscal 2025 we launched our Joy Looks Good on You marketing campaign, highlighting and celebrating moments of joy in the Black community.

We also refreshed our social media presence under @wearecititrends.

Our website, cititrends.com , showcases our marketing collateral and provides information about our business, our store locations, and more.

Information on our website or social media pages is not part of this or any other report we file or furnish to the SEC.

The majority of merchandise sold in our stores is shipped directly from our company-operated distribution centers in Darlington, South Carolina and Roland, Oklahoma, utilizing third-party delivery partners.

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These systems support purchase order management, price and markdown management, merchandise planning and allocation, general ledger, accounts payable, sales audit, loss prevention, store operations and supply chain functions.

In fiscal 2024, we launched multiple initiatives to advance our technology ecosystem.

These projects include leveraging AI capabilities in key areas such as allocation, loss prevention, and store operations which we anticipate completing in fiscal 2025.

In fiscal 2025, we continued to advance our technology ecosystem by leveraging AI capabilities in key areas such as merchandise allocation, loss prevention, and store operations.

In fiscal 2026, we expect to add an AI-based merchandise planning system and complete the implementation of upgraded camera systems, including AI-based facial recognition capabilities.

Moving forward, we will continue to explore AI capabilities in our systems as we expect them to improve our operational and execution capabilities.

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We compete with a broad range of retailers, including national chains, mass merchants, discount stores and specialty stores with both physical locations and online stores.

We believe we have a competitive advantage in our offering of culturally relevant fashion and trends at everyday low prices, and that our strategy of focusing on African American customers puts us in a unique competitive position.

We also believe we offer a more inviting store format than the traditional retailers, including our assortment and layout of merchandise, use of colorful signage, and use of fixtures that are easy to shop.

Our competitors generally focus less on trend-driven apparel and, within their apparel offering, lack the Cultural Cachet that appeals to our core customers.

As a result, we believe there is significant demand for an off-price value retailer that addresses the market of African American customers who seek extreme value for fashion apparel, accessories and home goods.

We believe we have a competitive advantage in our offering of culturally relevant fashion and trends at everyday low prices, and that our strategy of focusing on Black customers puts us in a unique competitive position.

We also believe we offer a more inviting store format than the traditional retailers, including our assortment and layout of merchandise, navigational signage, and use of fixtures that are easy to shop.

Our competitors generally focus less on trend-driven apparel and, within their apparel offering, lack the styles that appeal to our core customers.

As a result, we believe there is significant demand for an off-price value retailer that addresses the market of Black customers who seek value and trend in fashion apparel, accessories and home goods.

Risk Factors in this Report for additional information regarding competition in our markets.

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Our marks registered with the U.S.

Patent and Trademark Office include “ Citi Trends, ” “ Citi Steps, ” “ Citi Trends Fashion for Less, ” “ CitiHome, ” “ CITI cares , ” “ MCMXXXIII, ” “ Lil Ms Hollywood, ” “ Red Ape, ” and “ Vintage Harlem.

” Our policy is to pursue registration of our marks and to vigorously protect them.

Patent and Trademark Office include “Citi Trends,” “Citi Steps,” “Citi Trends Fashion for Less,” “CitiHome,” “CITI cares ,” “MCMXXXIII,” “Lil Ms Hollywood,” “Red Ape,” and “Vintage Harlem.” Our policy is to pursue registration of our marks and to vigorously protect them.

The nature of our business is seasonal.

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Human Capital Management

The success of Citi Trends is directly attributable to our people and their passion to achieve our performance goals.

We recognize the importance of attracting and retaining top talent in our workforce that reflects the neighborhoods we serve.

We strive to make Citi Trends a diverse, inclusive and safe workplace, with opportunities for our associates to grow and develop in their careers, supported by competitive compensation, benefits and health and wellness programs, and by programs that build connections between our associates and their communities.

As of February 1, 2025, we had approximately 2,600 full-time and approximately 2,000 part-time associates.

The success of CITITRENDS is directly attributable to our people and their passion to achieve our performance goals.

We recognize the importance of attracting and retaining top talent in our workforce that reflects the communities we serve.

We strive to make CITITRENDS a diverse, inclusive and safe workplace, with opportunities for our associates to grow and develop in their careers, supported by competitive compensation, benefits and health and wellness programs, and by programs that build connections between our associates and their communities.

As of January 31, 2026, we had approximately 2,500 full-time and approximately 2,200 part-time associates.

Of these associates, approximately 3,900 are employed in our stores and the remainder are employed in our distribution centers, buying offices and corporate office.

We are not a party to any collective bargaining agreements, and none of our associates are represented by a labor union.

“ CITI LIFE ” - Corporate Culture.

Our purpose and values culture is a primary driver of how our teams collaborate on projects and initiatives that contribute to our results and ability to attract new talent who desire to work for a purpose-led brand.

The foundation of “ Citi Life ” is that Life is best when you Live BOLD, Live PROUD and Respect ALL.

This is supported by our five core values that define who we are as a Company:

● One with My Citi.

We connect with our neighborhoods to develop long-standing relationships with the people and places that need us.

● Respect is Our Style.

We treat everyone like we want to be treated while celebrating our diversity and inclusion.

● Success is Your Trend.

Our associates can plan a path, follow it and get the support needed to build a career.

● Amaze Our Customers.

Our customers come first, and it is our job to go above-and-beyond .

● Make it Fun.

Make it Fresh.

Make it Friendly.

We encourage a healthy, energetic atmosphere for our customers, friends and family.

We believe these core values represent the emotional connection that our customers and associates have with Citi Trends and are integral to the successful achievement of our long-term growth plans.

Diversity and Inclusion .

Our objective is to ensure that our workforce reflects the ethnicity and cultural sensibilities of our customer base, with a particular focus on the African American community.

Our objective is to ensure that our workforce reflects the ethnicity and cultural sensibilities of our customer base, with a particular focus on the Black community.

We believe that a diverse and inclusive team is critical to our success.

We strive to foster an intentionally inclusive, diverse and productive working environment where our associates are valued and respected.

We strive to foster an inclusive, diverse and productive working environment where our associates are valued and respected.

We continue to focus on attracting, developing and retaining team members that reflect the diverse communities we serve.

As of February 1, 2025, 85% of our team members are African American or multicultural and 81% are female.

In addition, three of our eight board members are African American females.

Company-wide, as of January 31, 2026, 69% of our team members are Black and 80% are female.

In addition, our eight-member board includes three Black women and one Asian man.

Health, Safety and Wellness .

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Our associates are critical to achieving our goals, and we strive to hire high-energy and motivated associates.

We have well-established store operating policies and procedures and an extensive 30-day in-store training program for new store management members.

Sales associates also participate in a 14-day customer service and store procedures training program, which is designed to enable them to assist customers in a friendly and helpful manner.

Commensurate with our purpose and values, we continually seek ways to enhance our training and development programs to further ensure they provide associates with the resources they need to help achieve their career goals and build management and leadership skills.

Neighborhood Involvement .

We believe that building connections among our associates, their families and our communities creates a more meaningful, fulfilling and enjoyable workplace and a tighter-knit community.

We also believe in giving back to the people and communities we serve.

In August 2020, internal stakeholders convened the CITI cares Council, a diverse group of our associates who are passionate about making a difference.

These associates work in every division and at every level of the company and reflect a diversity of genders, ethnicities and geographies.

Underscoring everything we do, the Council creates and oversees initiatives that drive positive change and growth for our customers and associates.

It collaborates with community leaders, organizations, individuals, and established programs in local underserved communities.

Citi Trends empowers small business owners in our store areas through our Black History Makers Grant program.

Launched in 2021, the program supports Black entrepreneurs who are making an impact in their communities.

It is designed to increase awareness of Black-owned businesses, and we provide ten $5,000 grants to Black business owners each year.

Since its launch, CITI cares , on behalf of Citi Trends, has awarded a total of $200,000 to 40 outstanding Black entrepreneurs.

We have well-established store operating policies and procedures and an extensive in-store training program for new store management members.

Sales associates also participate in a customer service and store procedures training program, which is designed to enable them to assist customers in a friendly and helpful manner.

Our Citi CRED program is designed to help associates build successful career paths by providing mentorship, exposure to diverse areas of the business, opportunities to cultivate cross-functional relationships, and access to educational and professional development resources.

In addition, we continue to invest in leadership development, training initiatives, succession planning, and career growth opportunities across the organization.

Community Involvement .

We are committed to giving back to the local communities we serve.

In 2026, we are launching a refined focus on “youth empowerment”, a strategic, multi-phase community impact plan designed to invest in children, teens, and young adults across the communities CITITRENDS serves.

The initiative integrates education, sports, mentorship, and career readiness, reinforcing our commitment to youth development and sustainable community reinvestment.

Available Information

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Our Corporate Governance Guidelines, Code of Ethics and the charters for the committees of our board of directors are also available free of charge at https://ir.cititrends.com or in print upon request.

Information on our website is not part of this or any other report we file or furnish to the SEC .

Information on our website is not part of this or any other report we file with or furnish to the SEC .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business