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Form 8-K

sec.gov

8-K — Citi Trends Inc

Accession: 0001104659-26-069202

Filed: 2026-06-02

Period: 2026-06-02

CIK: 0001318484

SIC: 5600 (RETAIL-APPAREL & ACCESSORY STORES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2616574d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2616574d1_ex99-1.htm)

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2026-06-02

2026-06-02

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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): June 2, 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 June 2, 2026, the Company

issued a press release reporting its 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 June

2, 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: June 2, 2026

By:

/s/ Heather Plutino

Name:

Heather Plutino

Title:

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2616574d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

CITITRENDS ANNOUNCES FIRST QUARTER

FISCAL 2026 RESULTS

Q1 2026 total sales increased 14.4% to $230.9 million

Comparable store sales growth

of 13.9%; Two-year stack of 23.8%

Q1 2026 Net Income of $7.8 million;

Q1 2026 adjusted EBITDA* of $13.9 million, more than double Q1 2025 results

Company reaffirms increased 2026

adjusted EBITDA* outlook, more than doubling Fiscal 2025 results

SAVANNAH, GA (June 2, 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 reported

results for the first quarter ended May 2, 2026. For purposes of comparison, unless otherwise stated, metrics in this release are compared

to the 13-week quarter ended May 3, 2025.

Chief Executive Officer Comments

Ken Seipel, Chief Executive Officer, said: “We delivered an exceptional

start to 2026, building on the momentum established last year. Comparable store sales increased 13.9%, an increase of 23.8% on a two-year

basis. We delivered $7.8 million of Net Income and adjusted EBITDA* more than doubled to $13.9 million, with performance accelerated across

all merchandise categories and geographies. Most importantly, our growth was driven by increased customer traffic and larger basket size,

reinforcing that our customers are responding to our improved assortment, trend-right product, and compelling value. We are also encouraged

by the momentum we are seeing early in the second quarter, with quarter-to-date comparable store sales growth trending in the high-single

digits, upper teens on a two-year basis, which further validates that our strategy is working to drive sustainable trends in our financial

performance.”

Seipel continued, “As we move through 2026, we remain focused

on three priorities: consistent execution, strong sales flow-through to profit and accelerated growth. We are strengthening our product

offering, expanding our off-price and extreme value opportunities, improving operational efficiency, and deepening customer engagement

through initiatives like our upcoming Insiders Club loyalty platform. We are leveraging our refined, data-driven site selection process

to open 25 new stores this year, with a mix of existing and new markets. With a debt-free balance sheet, improving profitability, and

strong customer momentum, we believe CITITRENDS is well positioned for sustained profitable growth and long-term shareholder value creation,

giving us confidence in our increased adjusted EBITDA* projection of $35 million to $40 million this year.”

Financial Highlights – First Quarter 2026

· Total sales of $230.9 million increased

$29.1 million, or 14.4% vs. Q1 2025; comparable store sales increased 13.9% compared to Q1 2025

driven by increases in both traffic and basket

· Gross margin of 40.0% increased 40 basis

points compared to Q1 2025 due to increased merchandise margin offset by higher freight expense from increased fuel surcharges

· SG&A expense of $79.7 million, $78.3

million as adjusted*; on a rate basis, adjusted SG&A* was 33.9% of sales, leveraging 250 basis points vs last year, driven by leverage

of fixed costs with higher sales

· Net income of $7.8 million, $9.2 million

as adjusted*, vs. net income of $0.9 million, or adjusted net income* of $2.4 million in Q1 2025

· Adjusted EBITDA* of $13.9 million compared

to adjusted EBITDA* of $6.4 million in Q1 2025

· Real Estate: Opened 2 stores, closed 1

store and remodeled 25 stores in the quarter

· Cash of $81.1 million at quarter-end, with

no debt and no borrowings under a $75 million credit facility

· Merchandise inventory was $115.2 million

at the end of the quarter, an increase of 4.8% vs. Q1 2025

Fiscal 2026 Outlook

The Company’s outlook for fiscal 2026 compared to fiscal 2025

is as follows:

· Expecting comparable store sales growth in the range of 8% to 10%, implying

balance-of-year comps in the high single-digits. Total sales growth is expected to be 9% to 11% for the year.

· Gross margin is expected to expand approximately 50 to 70 basis points, lower

than previous outlook due to expected continued headwinds from fuel surcharges

· Adjusted SG&A* is expected to leverage approximately 130 to 160 basis

points, higher than previous outlook of 70 to 100 basis points, due to the impact of higher sales on the fixed cost structure and ongoing

disciplined expense control

· Adjusted EBITDA* is expected to be in the range of $35 million to $40 million.

Adjusted EBITDA margin* expansion is expected to be approximately 200 basis points

· For the year, the Company’s real estate plans remain unchanged with

plans to open approximately 25 new stores, remodel approximately 50 stores, and close 4 stores

· Capital expenditures are expected to be in the range of $35 million to $40

million, consistent with previous outlook, with the majority of the spend on new stores and remodels

Investor Conference Call and Webcast

CITITRENDS

will host a conference call today at 9:00 a.m. ET. The live broadcast of CITITRENDS’ conference call will be available online at

the Company’s Investor Relations website, www.ir.cititrends.com,

beginning today at 9:00 a.m. ET. The online replay will

follow shortly after the call and will be available for replay for one year.

The live conference call can also

be accessed by dialing (877) 407-0779. A replay of the conference call will be available until June 9, 2026, by dialing (844) 512-2921

and entering the passcode,13760258.

During

the conference call, the Company may discuss and answer questions concerning business and financial

developments and trends that have occurred after quarter-end. The Company’s responses to questions, as well as other matters discussed

during the call, may contain or constitute information that has not been disclosed previously.

*Non-GAAP Financial Measures

The historical

non-GAAP financial measures discussed herein are reconciled to their corresponding GAAP measures at the end of this press release. The

Company is unable to provide a full reconciliation of the forward-looking non-GAAP financial measures above 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’ 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 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 under the section “Fiscal Year 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

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

CITI TRENDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in thousands, except per share data)

First Quarter

2026

2025

2024

Net sales

$ 230,858

$ 201,728

$ 186,289

Cost of sales (exclusive of depreciation shown separately below)

(138,630 )

(121,918 )

(114,254 )

Selling, general and administrative expenses

(79,745 )

(74,887 )

(74,211 )

Depreciation

(5,108 )

(4,370 )

(4,793 )

Asset impairment

-

(64 )

-

Income (loss) from operations

7,375

489

(6,969 )

Interest income

647

458

849

Interest expense

(86 )

(76 )

(79 )

Income (loss) before income taxes

7,936

871

(6,199 )

Income tax expense

(182 )

-

2,773

Net income (loss)

$ 7,754

$ 871

$ (3,426 )

Basic net income (loss) per common share

$ 0.95

$ 0.11

$ (0.42 )

Diluted net income (loss) per common share

$ 0.91

$ 0.11

$ (0.42 )

Weighted average number of shares outstanding

Basic

8,126

8,034

8,253

Diluted

8,484

8,170

8,253

CITI TRENDS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

May 2, 2026

May 3, 2025

Assets:

Cash and cash equivalents

$ 81,100

$ 41,556

Inventory

115,246

109,931

Prepaid and other current assets

16,612

13,752

Property and equipment, net

56,639

49,146

Operating lease right of use assets

224,770

218,360

Other noncurrent assets

1,824

4,416

Total assets

$ 496,191

$ 437,408

Liabilities and Stockholders' Equity:

Accounts payable

$ 113,238

$ 80,919

Current operating lease liabilities

44,046

24,053

Accrued liabilities

27,646

44,592

Other current liabilities

1,049

908

Noncurrent operating lease liabilities

182,416

175,797

Other noncurrent liabilities

2,453

2,580

Total liabilities

370,848

328,849

Total stockholders' equity

125,343

108,559

Total liabilities and stockholders' equity

$ 496,191

$ 437,408

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (unaudited)

(in thousands, except per share data)

The Company uses certain financial measures, including adjusted SG&A, adjusted net income (loss), adjusted EBITDA, and adjusted EBITDA margin to understand and evaluate the Company’s current operating performance and to allow for period-to-period comparisons. The Company believes these non-GAAP financial measures provide meaningful supplemental information about our financial results to investors. These non-GAAP measures may not be comparable to similarly titled non-GAAP measures of other companies and should be considered in addition to and not as a substitute for, or superior to, any measure of performance, cash flow or liquidity prepared in accordance with GAAP. These Non-GAAP measures have no standardized meanings and are not defined by GAAP. The Company is providing a reconciliation of each of these non-GAAP financial measures to their most comparable financial measures on a GAAP basis.

Beginning in 2026 the Company updated its definition of Adjusted Net Income, Adjusted EBITDA and Adjusted SG&A to include an addback of equity-based compensation expense. Equity-based compensation is a non-cash expense that the Company does not use to assess core profitability and the Company believes excluding equity-based compensation will improve comparability and provide greater transparency of cash generated from operations. Prior period information presented has been adjusted to reflect this change.

First Quarter

May 2, 2026

May 3, 2025

Reconciliation of Adjusted SG&A

SG&A

$ (79,745 )

$ (74,887 )

Equity based compensation

1,303

968

Leadership succession6

136

Lease termination fee5

390

Severance1

320

Shareholder matters4

175

Cyber incident expenses3

(402 )

Adjusted SG&A

$ (78,306 )

$ (73,436 )

First Quarter

May 2, 2026

May 3, 2025

Reconciliation of Adjusted Net Income

Net income

$ 7,754

$ 871

Asset impairment

64

Equity based compensation

1,303

968

Leadership succession6

136

Lease termination fee5

390

Severance1

320

Shareholder matters4

175

Cyber incident expenses3

(402 )

Tax effect

(33 )

Adjusted net income (loss)

$ 9,160

$ 2,386

First Quarter

May 2, 2026

May 3, 2025

Reconciliation of Adjusted EBITDA

Net income (loss)

$ 7,754

$ 871

Interest income

(647 )

(458 )

Interest expense

86

76

Income tax expense

182

Depreciation

5,108

4,370

Asset impairment

64

Equity based compensation

1,303

968

Leadership succession6

136

Lease termination fee5

390

Severance1

320

Shareholder matters4

175

Cyber incident expenses3

(402 )

Adjusted EBITDA

$ 13,922

$ 6,374

First Quarter

May 2, 2026

May 3, 2025

Adjusted EBITDA Margin

Sales

$ 230,858

$ 201,728

Adjusted EBITDA

13,922

6,374

Adjusted EBITDA margin

6.0 %

3.2 %

1 Represents severance and related costs resulting from the CEO transition and subsequent implementation of CEO-led organizational changes.

2 Represents costs associated with the hiring of a new CEO.

3 Represents costs associated with the cyber disruption of the Company's back office and distribution center IT systems in January 2023.

4 Represents costs related to requests and inquiries from a significant shareholder.

5 Represents a lease termination fee associated with the closure of a store.

6 Represents executive search costs incurred related to succession planning for our key leadership roles.

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