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): June 210, 2026

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.)

17 Park of Commerce Boulevard, Suite 200, Savannah, Georgia		31405
(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 25.0207. ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On June 210, 2026, Citi Trends, Inc. (the “Company”) ~~issued~~held its 2026 annual meeting of stockholders (the “2026 Annual Meeting”) in a ~~press~~virtual ~~release~~format. ~~reporting~~At ~~its~~the ~~financial~~2026 ~~results~~Annual ~~for~~Meeting, the holders of the ~~first~~Company’s ~~quarter~~common ~~ended~~stock ~~May~~entitled 2,to ~~2026~~vote (at the ~~“Press~~meeting ~~Release”~~(1). Aelected ~~copy~~eight director nominees whose terms will expire at the 2026 annual meeting of stockholders, (2) adopted, on a non-binding, advisory basis, the ~~Press~~resolution ~~Release~~approving isthe ~~attached~~compensation toof the ~~this~~Company’s ~~Current~~named ~~Report~~executive officers as set forth in the Company’s definitive proxy statement for the 2026 Annual Meeting filed with the Securities and Exchange Commission on ~~Form~~May ~~8-K~~1, 2026 (the “~~Current~~Proxy ~~Report~~Statement”), asand ~~Exhibit~~(3) ~~99.1~~ratified, on a non-binding basis, the ~~contents~~appointment of ~~which~~ ~~are~~Deloitte ~~incorporated~~& ~~herein~~Touche ~~solely~~LLP ~~for~~as ~~purposes~~the ofCompany’s ~~this~~independent ~~Item~~registered ~~2.02~~public ~~disclosure~~accounting byfirm ~~this~~for ~~reference~~the fiscal year ending January 30, 2027.

The ~~information~~voting ~~contained in~~results ~~this~~were ~~Item 2.02, including the Press Release attached to this Current Report, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,~~ as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Item 2.02, including the Press Release, shall not be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.follows:

~~Item~~(1) ~~9.01.~~The ~~Financial~~election ~~Statements~~of ~~and~~eight ~~Exhibits.~~directors:

Board of Directors Nominee	For		Against		Abstain		Broker Non-Votes
Pamela Edwards		4,268,634		2,443,138		5,347		604,211
Benjamin Faw		6,698,848		12,924		5,347		604,211
David A. Heath		6,698,071		13,701		5,347		604,211
Margaret L. Jenkins		6,645,741		66,031		5,347		604,211
Michael S. Kvitko		6,684,717		27,053		5,349		604,211
Chaoyang (Charles) Liu		6,689,004		22,766		5,349		604,211
Cara Robinson		6,677,190		34,583		5,346		604,211
Kenneth D. Seipel		6,700,829		10,943		5,347		604,211

(2) A proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as set forth in the Proxy Statement:

For		Against				Abstain				Broker Non-Votes
6,652,352			59,072				5,695				604,211

(3) Ratification, on a non-binding basis, of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027:

For		Against				Abstain				Broker Non-Votes
7,311,711			1,301				8,318				0

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated June 2, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: June 2, 2026	By:	/s/ Heather Plutino
Date: June 12, 2026	By:	/s/ Kenneth D. Seipel
	Name:	~~Heather~~Kenneth ~~Plutino~~D. Seipel
	Title:	Chief ~~Financial~~Executive Officer

Filing Compare · Citi Trends Inc