UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): ~~April~~June 103, 2025

Citi Trends, Inc.

(Exact name of registrant as specified in its charter)

Delaware		~~000~~001-41886		52-2150697
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

104 Coleman Boulevard, Savannah, Georgia		31408
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (912) 236-1561

Former name or former address, if changed since last report: Not applicable

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 (See General Instruction A.2 below):

¨	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
Common stock, $0.01 par value	CTRN	Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company 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. ¨

Item 12.0102. ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

On ~~April~~June 103, 2025, ~~Citi Trends, Inc. (~~the “Company~~”) entered~~ ~~into~~issued ~~the~~a ~~Fourth~~press ~~Amendment~~release reporting ~~(“Fourth~~its ~~Amendment”)~~financial toresults for the ~~Credit~~first ~~Agreement~~quarter ~~(“Existing~~ended ~~Credit~~May ~~Agreement”)~~3, ~~dated~~ as2025 ~~of October 27, 2011~~ (~~as previously amended by~~ the ~~First~~“Press ~~Amendment,~~Release”). ~~dated~~A ascopy of ~~August 18, 2015,~~ the ~~Second Amendment, dated as~~Press ofRelease ~~May~~is ~~12,~~attached ~~2020,~~to ~~and~~this ~~the~~Current ~~Third~~Report ~~Amendment,~~on ~~dated~~Form as8-K of(the ~~April~~“Current ~~15, 2021~~Report”), ~~by and among the Company,~~ as ~~Borrower~~Exhibit 99.1, the ~~Company’s~~contents ~~wholly-owned~~of which ~~subsidiary,~~are ~~Citi~~incorporated ~~Trends~~herein ~~Marketing~~solely ~~Solutions,~~for ~~Inc.,~~purposes asof ~~Guarantor,~~this ~~and~~Item ~~Bank~~2.02 ofdisclosure ~~America,~~by ~~N.A.,~~this ~~as Lender~~reference.

The information ~~Fourth~~contained ~~Amendment~~in ~~amends~~this ~~the~~Item ~~Existing Credit Agreement to~~2.02, ~~among~~including ~~other things, (i) extend~~ the ~~maturity~~Press ~~date~~Release ~~for~~attached ~~five-years~~to ~~from~~this ~~August~~Current 15Report, ~~2026~~is tobeing ~~April~~furnished ~~10, 2030~~ and ~~(ii)~~shall ~~modify certain~~not ~~covenant~~be ~~terms~~deemed ~~and~~“filed” ~~fees.~~for ~~The~~purposes ~~Fourth~~of ~~Amendment~~Section 18 ~~continues~~of tothe ~~provide~~Securities ~~for~~Exchange aAct ~~$75~~of ~~million~~1934, ~~facility~~as ~~and~~amended a(the ~~$25 million uncommitted~~ “~~accordion”~~Exchange ~~feature~~Act”), ~~that~~or ~~under~~otherwise ~~certain~~subject ~~circumstances could allow the Company~~ to ~~increase~~ the ~~size~~liabilities of ~~the~~such ~~facility to $100 million~~section. ~~Borrowings~~The ~~under the~~information ~~Fourth~~in ~~Amendment~~this ~~will~~Item ~~bear interest (a) for Term SOFR loans~~2.02, atincluding athe ~~rate~~Press ~~equal to Term SOFR plus either 1.5%~~Release, shall ~~1.75%,~~not orbe ~~2%,~~incorporated orby ~~(b)~~reference ~~for Base~~into ~~Rate~~any ~~Loans,~~filings atunder ~~a rate equal to~~ the ~~highest~~Securities Act of ~~(i)~~1933, ~~the~~as ~~prime rate~~amended, ~~(ii)~~or the ~~Federal~~Exchange ~~Funds Rate plus 0.5%~~Act, orexcept ~~(iii)~~as ~~Term SOFR plus~~shall ~~1.0%,~~be ~~plus,~~expressly inset ~~each~~forth ~~case~~by ~~either~~specific ~~1.5%,~~reference ~~1.75%, or 2% based~~ in any such ~~case on the average daily availability for borrowings under the facility~~filing.

The Fourth Amendment remains secured by the Company’s inventory, accounts receivable and related assets, but not its real estate, fixtures and equipment. The Fourth Amendment contains one financial covenant, a fixed charge coverage ratio, which is tested only in certain circumstances.

The foregoing description of the Fourth Amendment is qualified in its entirety by reference to the full text of the Fourth Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit No.		Description
10.1*		Fourth Amendment to Credit Agreement, dated as of April 10, 2025, by and among the Company, as Borrower, Citi Trends Marketing Solutions, Inc., as Guarantor, and Bank of America, N.A., as Lender.
99.1		Press Release dated June 3, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Certain annexes, schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the U.S. Securities and Exchange Commission upon request.

SIGNATURE

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.

	CITI TRENDS, INC.
Date: April 15, 2025	By:	/s/ Heather Plutino
Date: June 3, 2025	By:	/s/ Heather Plutino
	Name:	Heather Plutino
	Title:	~~Executive Vice President,~~ Chief Financial Officer

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