Citi Trends Inc 8-K

What Happened

• Citi Trends filed an 8-K reporting that director Wes Calvert informed the Board he will depart effective February 19, 2026; the Company says his departure was not due to any dispute or disagreement with the Company.
• On February 19, 2026, the Board appointed Benjamin Faw to the Board, effective the same day, and named him Chair of the Board’s Finance Committee. His appointment was made pursuant to replacement rights held by Fund 1 Investments, LLC under an Amended and Restated Cooperation Agreement dated March 25, 2025 (incorporated by reference to the Company’s March 27, 2025 Form 8-K).

Key Details

• Departure and appointment effective date: February 19, 2026.
• New role: Benjamin Faw appointed as Board member and Chair of the Finance Committee.
• Compensation: Mr. Faw will receive the same compensation as other non‑management directors.
• Governance/related-party note: No family relationships or reportable transactions under Item 404 between Mr. Faw and the Company; appointment stems from investor (Fund 1 Investments) replacement rights under the March 25, 2025 cooperation agreement.

Why It Matters

• Board composition and committee leadership changed immediately, which can affect oversight of finance and strategy.
• The appointment pursuant to an investor agreement signals continued investor influence on the board.
• The filing indicates a non-contentious transition, which reduces governance risk from a management dispute; investors should monitor any future disclosures for impacts on corporate strategy or governance.