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Item 9A. Controls and Procedures

2025-04-16 compared with 2024-04-18 · 39 added, 40 removed, 134 unchanged (37% of the section changed)

47 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item with respect to our executive officers and directors, compliance by our directors, executive officers and certain beneficial owners of our common stock with Section 16(a) of the Exchange Act, the committees of our board of directors, our audit committee financial expert and our code of ethics is incorporated herein by reference to information under the captions entitled “ Board of Directors and Committees of the Board of Directors, ” “ Executive Officers, ” and “ Delinquent Section 16(a) Reports ” in our definitive proxy statement for our 2024 Annual Meeting of Stockholders (or will be filed by amendment to this Report).

The information required by this Item with respect to our executive officers and directors, our insider trading policy, compliance by our directors, executive officers and certain beneficial owners of our common stock with Section 16(a) of the Exchange Act, the committees of our board of directors, our audit committee financial expert and our code of ethics is incorporated herein by reference to information under the captions entitled “ Board of Directors and Corporate Governance, ” “ Executive Officers, ” “ Executive Compensation, ” and “ Delinquent Section 16(a) Reports ” in our definitive proxy statement for our 2025 Annual Meeting of Stockholders (or will be filed by amendment to this Report).

EXECUTIVE COMPENSATION

6 unchanged sentences

The information required by this Item is incorporated herein by reference to the information under the caption entitled “ Ratification of Independent Registered Public Accounting Firm ” in our definitive proxy statement for our 2025 Annual Meeting of Stockholders (or will be filed by amendment to this Report).

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following information required under this item is filed as part of this report:

6 unchanged sentences

Fourth Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on October 31, 2022)

Certificate of Designation of Series A Junior Participating Preferred Stock of Citi Trends, Inc.

(incorporated by reference to Exhibit 3.1 to the Company ’ s Current Report on Form 8-K filed with the SEC on December 8, 2023)

Specimen certificate for shares of common stock, $.01 par value (incorporated by reference to Exhibit 4.1 to Amendment No.

2 unchanged sentences

Description of Registrant ’ s Securities (incorporated by reference to Exhibit 4.2 to the Company ’ s Annual Report on Form 10-K filed with the SEC on May 14, 2020)

Stockholder Protection Rights Agreement, dated as of December 6, 2023, between Citi Trends, Inc.

and Equiniti Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company ’ s Current Report on Form 8-K filed with the SEC on December 8, 2023)

Credit Agreement, dated October 27, 2011 among Citi Trends, Inc., as Borrower, its wholly owned subsidiary, as Guarantor, and Bank of America, N.A., as Lender (incorporated by reference to Exhibit 10.1 to the Company ’ s Quarterly Report on Form 10-Q for the quarter ended October 29, 2011)

3 unchanged sentences

Citi Trends, Inc.

2012 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company ’ s Quarterly Report on Form 10-Q filed with the SEC on August 29, 2012 )

Citi Trends, Inc.

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)

Amendment to the Citi Trends, Inc.

2012 Incentive Plan, effective as of February 7, 2017 (incorporated by reference to Exhibit 10.1 to the Company ’ s Quarterly Report on Form 10-Q filed with the SEC on May 30, 2017)

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)

Second Amendment to the Citi Trends, Inc.

2021 Incentive Plan, dated November 18, 2024

Form of Restricted Stock Award Agreement for Employees under the Citi Trends, Inc.

2 unchanged sentences

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 8, 2021)

Form of Restricted Stock Unit Award Agreement for Employees under the Citi Trends, Inc.

2012 Incentive Plan (Performance Based Vesting – EBITDA Target) (incorporated by reference to Exhibit 10.42 to the Company ’ s Annual Report on Form 10-K filed with the SEC on April 17, 2019)

Form of Restricted Stock Unit Award Agreement for Employees under the Citi Trends, Inc.

2012 Incentive Plan (Performance Based Vesting – EBIT Target) (incorporated by reference to Exhibit 10.2 to the Company ’ s Quarterly Report on Form 10-Q filed with the SEC on June 11, 2020)

Form of Restricted Stock Unit Award Agreement for Employees under the Citi Trends, Inc.

2012 Incentive Plan (Performance Based Vesting – EBIT Target) (incorporated by reference to Exhibit 10.4 to the Company ’ s Quarterly Report on Form 10-Q filed with the SEC on June 9, 2021)

Form of Restricted Stock Award Agreement for Directors under the Citi Trends, Inc.

2012 Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company ’ s Quarterly Report on Form 10-Q filed with the SEC on August 29, 2012)

Form of Restricted Stock Unit Award Agreement for Employees under the Citi Trends, Inc.

Form of Performance-Based Restricted Stock Unit Award Agreement for Employees under the Citi Trends, Inc.

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)

Employment Non-Compete, Non-Solicit and Confidentiality Agreement between the Company and Ivy D.

Council dated March 26, 2018 (incorporated by reference to Exhibit 10.5 to Amendment No.

1 to the Company ’ s Quarterly Report on Form 10-Q/A filed with the SEC on March 15, 2019)

Severance Agreement between the Company and Ivy D.

Council dated March 26, 2018 (incorporated by reference to Exhibit 10.6 to Amendment No.

1 to the Company ’ s Quarterly Report on Form 10-Q/A filed with the SEC on March 15, 2019)

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)

Employment Non-Compete, Non-Solicit and Confidentiality Agreement between the Company and Charles Hynes dated October 25, 2019 (incorporated by reference to Exhibit 10.22 to the Company ’ s Annual Report on Form 10-K filed with the SEC on May 14, 2020)

Severance Agreement between the Company and Charles Hynes dated October 25, 2019 (incorporated by reference to Exhibit 10.23 to the Company ’ s Annual Report on Form 10-K filed with the SEC on May 14, 2020)

Employment Non-Compete, Non-Solicit and Confidentiality Agreement between the Company and Jason Moschner dated January 13, 2020 (incorporated by reference to Exhibit 10.22 to the Company ’ s Annual Report on Form 10-K filed with the SEC on April 14, 2021)

Severance Agreement between the Company and Jason Moschner dated January 13, 2020 (incorporated by reference to Exhibit 10.23 to the Company ’ s Annual Report on Form 10-K filed with the SEC on April 14, 2021)

Employment Non-Compete, Non-Solicit and Confidentiality Agreement between the Company and David N.

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and Vivek Bhargava (incorporated by reference to Exhibit 10.2 to the Company ’ s Quarterly Report on Form 10-Q filed with the SEC on June 7, 2023)

Employment Non-Compete, Non-Solicit and Confidentiality Agreement, dated as of March 24, 2018, between Citi Trends, Inc.

and Kyle Koenig (incorporated by reference to Exhibit 10.1 to the Company ’ s Quarterly Report on Form 10-Q filed with the SEC on December 11, 2024)

Severance Agreement, dated as of March 24, 2018, between Citi Trends, Inc.

and Kyle Koenig (incorporated by reference to Exhibit 10.4 to the Company ’ s Quarterly Report on Form 10-Q filed with the SEC on September 11, 2024)

Employment Non-Compete, Non-Solicit and Confidentiality Agreement, dated as of September 6, 2024, between Citi Trends, Inc.

and Katrina George (incorporated by reference to Exhibit 10.5 to the Company ’ s Quarterly Report on Form 10-Q filed with the SEC on September 11, 2024)

Severance Agreement, dated as of September 6, 2024, between Citi Trends, Inc.

and Katrina George (incorporated by reference to Exhibit 10.6 to the Company ’ s Quarterly Report on Form 10-Q filed with the SEC on September 11, 2024)

Separation Agreement, dated May 31, 2024 to be effective as of June 1, 2024, between David N.

Makuen and Citi Trends, Inc.

(incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K filed with the SEC on May 31, 2024)

Employment Non-Compete, Non-Solicit and Confidentiality Agreement, dated as of November 18, 2024, between Citi Trends, Inc.

and Kenneth D.

Severance Agreement, dated as of November 18, 2024, between Citi Trends, Inc.

and Kenneth D.

Performance-Based Restricted Stock Award Agreement, dated as of November 18, 2024, between Citi Trends, Inc.

and Kenneth D.

Agreement for Purchase and Sale of Real Property, dated as of March 14, 2022, between Citi Trends, Inc.

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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)

Citi Trends, Inc.

Insider Trading Policy

Subsidiary of the Registrant

7 unchanged sentences

Citi Trends, Inc.

Policy for Recovery of Erroneously Awarded Compensation, adopted December 1, 2023

Policy for Recovery of Erroneously Awarded Compensation, adopted December 1, 2023 (incorporated by reference to Exhibit 97.1 to the Company ’ s Annual Report on Form 10-K filed with the SEC on April 18, 2024)

Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “ Financial Statements and Supplementary Data ” of this Annual Report on Form 10-K

6 unchanged sentences

April 16, 2025

/s/ Kenneth D.

Chief Executive Officer

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Kenneth D.

Chief Executive Officer

April 16, 2025

(Principal Executive Officer) and Director

(Principal Executive Officer) and Chairman

/s/ Heather Plutino

3 unchanged sentences

(Principal Financial and Accounting Officer)

Executive Chairman of the Board of Directors

April 18, 2024

/s/ Jonathan Duskin

/s/ Wesley Calvert

April 16, 2025

Jonathan Duskin

/s/ Christina Francis

Wesley Calvert

/s/ Pamela Edwards

April 16, 2025

Christina Francis

/s/ Laurens M.

Pamela Edwards

/s/ David Heath

April 16, 2025

1 unchanged sentence

April 16, 2025

/s/ Cara Sabin

/s/ Michael S.

April 16, 2025

/s/ Kenneth D.

/s/ Charles Liu

April 16, 2025

/s/ Cara Robinson

April 16, 2025

Cara Robinson

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 9A. Controls and Procedures