10 unchanged sentences
Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
−Removed: Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, we assessed the effectiveness of our internal control over financial reporting as of February 1, 2025, based on the criteria described in Internal Control — Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission ( “ COSO ” ).
−Removed: Based on this assessment, our management concluded that our internal control over financial reporting was effective based on those criteria as of February 1, 2025.
−Removed: Our independent registered public accounting firm, Deloitte & Touche LLP, audited the effectiveness of our internal control over financial reporting as of February 1, 2025, as stated in their report which is included herein.
+Added: Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, we assessed the effectiveness of our internal control over financial reporting as of January 31, 2026, based on the criteria described in Internal Control—Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
+Added: Based on this assessment, our management concluded that our internal control over financial reporting was effective based on those criteria as of January 31, 2026.
+Added: Our independent registered public accounting firm, Deloitte & Touche LLP, audited the effectiveness of our internal control over financial reporting as of January 31, 2026, as stated in their report which is included herein.
Changes in Internal Control Over Financial Reporting
4 unchanged sentences
We have audited the internal control over financial reporting of Citi Trends, Inc.
−Removed: and subsidiary (the “ Company ” ) as of February 1, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
−Removed: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 1, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended February 1, 2025, of the Company and our report dated April 16, 2025, expressed an unqualified opinion on those financial statements.
+Added: and subsidiary (the “Company”) as of January 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended January 31, 2026, of the Company and our report dated April 15, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
19 unchanged sentences
Rule 10b5-1 Trading Plans
−Removed: During the fourth quarter ended February 1, 2025, no director or officer adopted or terminated any “ Rule 10b5-1 trading arrangement ” or “ non-Rule 10b5-1 trading arrangement , ” as each term is defined in Item 408 of Regulation S-K.
+Added: During the fourth quarter ended January 31, 2026, no director or officer adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement ,” as each term is defined in Item 408 of Regulation S-K.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
27 unchanged sentences
Third Amendment to Credit Agreement, dated as of April 15, 2021, by and among the Company, as Borrower, Citi Trends Marketing Solutions, Inc., as Guarantor, and Bank of America, N.A., as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 15, 2021)
+Added: Fourth Amendment to Credit Agreement, dated as of April 10, 2025, by and among Citi Trends, Inc., as Borrower, Citi Trends Marketing Solutions, Inc., as Guarantor, and Bank of America, N.A., as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 15, 2025).
Citi Trends, Inc.
−Removed: 2021 Incentive Plan (incorporated by reference to Appendix A to the Company ’ s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 16, 2021)
−Removed: Amendment to the Citi Trends, Inc.
−Removed: 2021 Incentive Plan (incorporated by reference to Appendix A of the Company ’ s Definitive Proxy Statement on Schedule 14A filed with the SEC on May 8, 2024)
−Removed: Second Amendment to the Citi Trends, Inc.
−Removed: 2021 Incentive Plan, dated November 18, 2024
+Added: Amended and Restated 2021 Incentive Plan, dated as of April 13, 2026
Form of Restricted Stock Award Agreement for Employees (2025) under the Citi Trends, Inc.
−Removed: 2021 Incentive Plan (incorporated by reference to Exhibit 10.8 to the Company ’ s Annual Report on Form 10-K filed with the SEC on April 14, 2022)
+Added: 2021 Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on September 10, 2025)
Form of Restricted Stock Award Agreement for Directors under the Citi Trends, Inc.
2 unchanged sentences
2021 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on September 6, 2023)
+Added: Form of Performance-Based Restricted Stock Unit Award Agreement for Employees (2025) under the Citi Trends, Inc.
+Added: 2021 Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on September 10, 2025)
Employment Non-Compete, Non-Solicit and Confidentiality Agreement between the Company and Lisa Powell dated August 16, 2019 (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed with the SEC on May 14, 2020)
Severance Agreement between the Company and Lisa Powell dated August 16, 2019 (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed with the SEC on May 14, 2020)
−Removed: Employment Non-Compete, Non-Solicit and Confidentiality Agreement between the Company and David N.
−Removed: Makuen dated February 17, 2020 (incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K filed with the SEC on February 21, 2020)
−Removed: Severance Agreement between the Company and David N.
−Removed: Makuen dated February 17, 2020 (incorporated by reference to Exhibit 10.2 to the Company ’ s Current Report on Form 8-K filed with the SEC on February 21, 2020)
Employment Non-Compete, Non-Solicit and Confidentiality Agreement, dated as of June 27, 2022, between Citi Trends, Inc.
19 unchanged sentences
and Kenneth D.
+Added: Seipel (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2025)
Severance Agreement, dated as of November 18, 2024, between Citi Trends, Inc.
and Kenneth D.
+Added: Seipel (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2025)
Performance-Based Restricted Stock Award Agreement, dated as of November 18, 2024, between Citi Trends, Inc.
and Kenneth D.
+Added: Seipel (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2025)
Agreement for Purchase and Sale of Real Property, dated as of March 14, 2022, between Citi Trends, Inc.
4 unchanged sentences
and CTROOK2 LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on December 8, 2022)
+Added: Amended and Restated Cooperation Agreement, dated March 25, 2025, by and between Citi Trends, Inc.
+Added: and Fund 1 Investments, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 27, 2025)
Citi Trends, Inc.
−Removed: Insider Trading Policy
+Added: Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2025)
Subsidiary of the Registrant
12 unchanged sentences
Indicates management contract or compensatory plan or arrangement.
−Removed: FORM 10-K SUMMARY
+Added: FOR M 10-K SUMMARY
Pursuant to the requirements of Section 13 or 15(d) 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.
14 unchanged sentences
(Principal Financial and Accounting Officer)
−Removed: /s/ Wesley Calvert
−Removed: April 16, 2025
−Removed: Wesley Calvert
/s/ Pamela Edwards
1 unchanged sentence
Pamela Edwards
+Added: /s/ Benjamin Faw
+Added: April 15, 2026
/s/ David Heath
10 unchanged sentences
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.