Form 8-K

8-K — Citi Trends Inc

Accession: 0001104659-26-066966

Filed: 2026-05-27

Period: 2026-05-27

CIK: 0001318484

SIC: 5600 (RETAIL-APPAREL & ACCESSORY STORES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2615724d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2615724d1_ex99-1.htm)

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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): May 27, 2026

Citi Trends, Inc.

(Exact name of

registrant as specified in its charter)

Delaware

000-41886

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 2.02.

Results of Operations and Financial Condition.

On May 27, 2026, Citi

Trends, Inc. issued a press release that provides preliminary financial results for the first quarter ended May 2, 2026 (the

“Press Release”). A copy of the Press Release is attached to this Current Report on Form 8-K (the “Current Report”)

as Exhibit 99.1, the contents of which are incorporated herein solely for purposes of this Item 2.02 disclosure by this reference.

The information contained

in this 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.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release dated May 27, 2026.

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: May 27, 2026

By:

/s/ Heather Plutino

Name:

Heather Plutino

Title:

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2615724d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

CITITRENDS PRE-ANNOUNCES

STRONG PRELIMINARY Q1 SALES AND EBITDA IN ADVANCE OF CONFERENCE PARTICIPATION

Q1 2026 preliminary

total sales increased 14.4% to $230.9 million

Preliminary

comparable store sales increase of 13.9%, 23.8% on a two-year basis

Company raises

fiscal 2026 Outlook

SAVANNAH, GA (May 27, 2026) —

Citi Trends, Inc. (NASDAQ: CTRN), a leading off-price value retailer of apparel, accessories and home trends primarily for Black

families in the United States, today announced that the Company will be participating in the 23rd annual Institutional Investor

conference hosted by Craig-Hallum in Minneapolis on Thursday, May 28, 2026. The Company will be represented at the conference by

Ken Seipel, Chief Executive Officer, and Heather Plutino, Chief Financial Officer.

The Company is pre-announcing preliminary

unaudited Q1 2026 sales of $230.9 million and comparable store sales growth of 13.9%, or 23.8% on a two-year basis. Q1 2026 Adjusted

EBITDA* is expected to be in the range of $13.5 million to $14.0 million, more than doubling performance from Q1 2025.

The Company is increasing its fiscal

2026 outlook with comparable store sales growth now expected to be in the range of 8% to 10%, above previous outlook of 5% to 7%, and

implying balance-of-year comparable store sales growth of high single-digits. Adjusted EBITDA* is now expected to be in the range of

$35 million to $40 million for the year, above previous outlook of $34 million to $38 million. The Company will provide more information

about revised 2026 outlook during its June 2, 2026 earnings call.

Ken Seipel, Chief Executive Officer,

said: “I am pleased to report exceptional first quarter preliminary unaudited results that demonstrate the continued momentum of

our strategic transformation. Our strong Q1 performance, highlighted by 13.9% comparable store sales growth and significantly improved

expected adjusted EBITDA*, reflects disciplined execution across our organization and our customers’ positive response to our enhanced

merchandise assortments and value proposition.

Given this strong start to the year,

and with recognition that the macro environment remains dynamic, we are raising our full year outlook. We remain focused on our priorities:

consistent execution, sales flow through to profit and accelerated growth, as we continue building long-term shareholder value while

serving the neighborhoods that depend on us. We look forward to providing more details of our quarterly performance and our updated outlook

during our earnings call on June 2, 2026.”

Preliminary Results

The preliminary unaudited selected financial

results for the first quarter ended May 2, 2026 are an estimate, based on information available to management as of the date of

this release, are subject to further changes upon completion of the Company’s standard closing procedures, and do not present all

information necessary for an understanding of the Company’s results of operations for the first quarter ended May 2, 2026,

or financial condition as of May 2, 2026. Management may identify items that require changes to the preliminary unaudited selected

financial results set forth above, and any such changes may be material.

Investor Conference Call and

Webcast

CITITRENDS will provide further

details on its first quarter conference call on June 2, 2026 at 9:00 a.m. ET. The live conference call can be accessed by

dialing (877) 407-0779. The live broadcast of CITITRENDS’ conference call will be available on the Company’s Investor

Relations website, ir.cititrends.com.

*Non-GAAP Financial Measures

Adjusted EBITDA is calculated as earnings

before interest, income taxes and depreciation and amortization and excludes the impact of equity-based compensation and certain non-recurring

expenses. The Company is unable to provide a full reconciliation of these non-GAAP financial measures to net income (loss) without unreasonable

effort because it is not possible to predict certain of the adjustment items with a reasonable degree of certainty. This information

is dependent upon future events and may be outside of the Company’s control and its unavailability could have a significant impact

on its financial results.

About CITITRENDS

Citi Trends, Inc. is a leading

off-price value retailer of apparel, accessories and home trends primarily for Black families in the United States. The Company operates

591 stores located in 33 states. For more information, visit cititrends.com or your local store.

Forward-Looking Statements

All statements other than historical

facts contained in this news release, including statements regarding the Company’s preliminary unaudited selected financial results

for the first quarter ended May 2, 2026, fiscal 2026 outlook, future financial results and position, business policy and plans,

objectives and expectations of management for future operations and capital allocation expectations, are forward-looking statements as

defined in the Private Securities Litigation Reform Act of 1995 that are subject to material risks and uncertainties. The words “believe,”

“may,” “could,” “plans,” “estimate,” “expects,” “continue,” “anticipate,”

“intend,” “expect,” “upcoming,” “trend,” “guidance,” “outlook”

and similar expressions, as they relate to the Company, are intended to identify forward-looking statements, although not all forward-looking

statements contain such language. Statements with respect to earnings, sales or new store guidance, including our updated comparable

store sales growth and adjusted EBITDA* and previously communicated fiscal 2026 outlook and our ability to deliver on such financial

outlook are forward-looking statements. Investors are cautioned that any such forward-looking statements are subject to the finalization

of the Company’s quarter-end financial and accounting procedures, are not guarantees of future performance or results, and are

inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Actual results or developments may differ

materially from those included in the forward-looking statements as a result of various factors which are discussed in our Annual Reports

and Quarterly Reports on Forms 10-K and 10-Q, respectively, and any amendments thereto, filed with the Securities and Exchange Commission.

These risks and uncertainties include, but are not limited to, uncertainties relating to general economic conditions, including inflation,

energy and fuel costs, unemployment levels, and any deterioration whether caused by acts of war, terrorism, political or social unrest

(including any resulting store closures, damage or loss of inventory) or other factors; changes in market interest rates and market levels

of wages; the imposition of new taxes on imports, new tariffs and changes in existing tariff rates; the imposition of new trade restrictions

and changes in existing trade restrictions or trade relationships; impacts of natural disasters such as hurricanes; uncertainty and economic

impact of pandemics, epidemics or other public health emergencies; transportation and distribution delays or interruptions; changes in

freight rates; the Company’s ability to attract and retain workers; the Company’s ability to negotiate effectively the cost

and purchase of merchandise inventory risks due to shifts in market demand and to manage inventory shrinkage; the Company’s ability

to gauge fashion trends and changing consumer preferences; consumer confidence and changes in consumer spending patterns; competition

within the industry; competition in the Company’s markets; the duration and extent of any economic stimulus programs; changes in

product mix; interruptions in suppliers’ businesses; risks related to cybersecurity, data privacy and intellectual property; temporary

changes in demand due to weather patterns; seasonality of the Company’s business; the results of pending or threatened litigation;

delays and costs associated with building, remodeling, assuming leases, opening and operating new stores; delays and costs associated

with building, and opening or expanding new or existing distribution centers; changes in regulator’s requirements or stakeholder’s

expectations on environmental, social and sustainability related topics; challenges in effectively managing the use of artificial intelligence;

and strategic transactions that could negative impact our liquidity, increase our expenses, or present significant distractions to management.

Any forward-looking statements by the Company, with respect to guidance, the repurchase of shares pursuant to a share repurchase program,

or otherwise, are intended to speak only as of the date such statements are made. Except as required by applicable law, including

the securities laws of the United States and the rules and regulations of the Securities and Exchange Commission, the Company does

not undertake to publicly update any forward-looking statements in this news release or with respect to matters described herein, whether

as a result of any new information, future events or otherwise.

Contact:

Tom Filandro

ICR, Inc.

CitiTrendsIR@icrinc.com

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