Citi Trends (CTRN) EVP disposes 398 shares to cover tax obligations

Rhea-AI Filing Summary

Citi Trends Inc executive Lisa A. Powell, EVP and Chief Merch Officer, reported a tax-withholding disposition of 398 shares of Common Stock at $41.40 per share. This non-market transaction was used to satisfy tax obligations, and she now directly holds 23,800 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Powell Lisa A.

Role EVP and Chief Merch Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	398	$41.40	$16K

Holdings After Transaction: Common Stock — 23,800 shares (Direct, null)

Footnotes (1)

Key Figures

Shares used for tax withholding: 398 shares Price per share: $41.40 per share Shares held after transaction: 23,800 shares +1 more

4 metrics

Shares used for tax withholding 398 shares Non-derivative tax-withholding disposition on 2026-05-17

Price per share $41.40 per share Value applied to 398-share tax-withholding disposition

Shares held after transaction 23,800 shares Direct ownership following reported Form 4 transaction

Tax-withholding transactions 1 transaction, 398 shares Form 4 transactionSummary taxWithholdingCount and taxWithholdingShares

Key Terms

tax-withholding disposition, Form 4, Common Stock

3 terms

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for the 398-share event"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 regulatory

"INSIDER FILING DATA (Form 4) describing Lisa A. Powell’s transaction"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Common Stock financial

"security_title: "Common Stock" for the reported Citi Trends shares"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Powell Lisa A.

(Last) (First) (Middle)

C/O CITI TRENDS, INC.

17 PARK OF COMMERCE BOULEVARD, SUITE 200

(Street)

SAVANNAH GEORGIA 31405

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Citi Trends Inc [ CTRN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and Chief Merch Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/17/2026		F		398	D	$41.4	23,800	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	/s/ Heather Plutino, Attorney-in-Fact	05/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Citi Trends (CTRN) executive Lisa A. Powell report in this Form 4?

Lisa A. Powell reported a tax-withholding disposition of 398 Citi Trends common shares. The shares were valued at $41.40 each and were delivered to cover tax obligations, a routine non-market transaction under SEC rules for equity compensation events.

Was the Citi Trends (CTRN) Form 4 transaction an open-market sale?

No, the transaction was a tax-withholding disposition coded "F," not an open-market sale. Shares were delivered to satisfy tax liabilities related to equity compensation, rather than being sold on the market to third-party investors for discretionary liquidity.

How many Citi Trends (CTRN) shares did Lisa A. Powell use for tax withholding?

She used 398 shares of Citi Trends Common Stock for tax withholding. The filing reports these shares at a value of $41.40 per share, consistent with a Form 4 transaction code "F" for payment of tax liability using company securities.

How many Citi Trends (CTRN) shares does Lisa A. Powell hold after the Form 4 event?

After the reported tax-withholding disposition, Lisa A. Powell directly holds 23,800 Citi Trends common shares. This post-transaction balance reflects her remaining ownership position as disclosed in the Form 4 following the 398-share tax-related share delivery.

What does transaction code "F" mean in the Citi Trends (CTRN) Form 4?

Transaction code "F" indicates payment of an exercise price or tax liability by delivering securities. In this case, 398 Citi Trends common shares were used to satisfy tax obligations, classifying the event as a non-derivative, tax-withholding disposition rather than a typical market trade.