Dimensional Fund Advisors LP reports beneficial ownership of 396,078 shares of Citi Trends Inc common stock, representing 4.8% of the class. Of those shares, Dimensional reports sole voting power over 386,563 shares and sole dispositive power over 396,078 shares, while disclaiming direct beneficial ownership because the shares are held by client Funds it advises. The filing states the shares are held in the ordinary course of business and were not acquired to change or influence control of Citi Trends.
Positive
Material institutional ownership: 396,078 shares (representing 4.8%) signals investor interest
Sole voting/dispositive control reported for most shares, simplifying vote coordination
Negative
Below 5% threshold: position is under 5%, limiting immediate regulatory or takeover signaling
Disclaimed beneficial ownership reduces clarity on ultimate economic beneficiaries of the shares
Insights
Large passive stake noted; control not claimed.
Dimensional reports a 4.8% (4.8%) position in Citi Trends with sole voting power on most shares, which signals a meaningful institutional holding without an expressed intent to seek control. The position is attributable to investment vehicles managed by the adviser rather than the adviser’s own balance sheet.
The primary risk is governance influence if positions concentrate further; monitor any filings that push ownership above the 5% threshold or show coordinated activity with other holders within the next few reporting periods.
Filing follows Schedule 13G disclosure norms for advisers.
The statement includes the standard disclaimer that the securities are owned by client Funds and that Dimensional disclaims beneficial ownership, consistent with investment-adviser reporting. It also certifies the holdings are held in the ordinary course and not for control purposes.
Watch for any future amendments that change classification to a Schedule 13D or that report aggregated group holdings, which would indicate a shift in intent or coordination.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 10)
Citi Trends Inc
(Name of Issuer)
Common Stock
(Title of Class of Securities)
17306X102
(CUSIP Number)
09/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
17306X102
1
Names of Reporting Persons
Dimensional Fund Advisors LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
386,563.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
396,078.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
396,078.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.8 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Citi Trends Inc
(b)
Address of issuer's principal executive offices:
104 Coleman Boulevard, Savannah, GA 31408
Item 2.
(a)
Name of person filing:
Dimensional Fund Advisors LP
(b)
Address or principal business office or, if none, residence:
6300 Bee Cave Road, Building One, Austin, TX 78746
(c)
Citizenship:
Delaware Limited Partnership
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
17306X102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
396,078 ** see Note 1 **
** Note 1 ** Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the "Funds"). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, "Dimensional") may possess voting and/or investment power over the securities of the Issuer that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Issuer held by the Funds. However, all securities reported in this schedule are owned by the Funds. Dimensional disclaims beneficial ownership of such securities. In addition, the filing of this Schedule 13G shall not be construed as an admission that the reporting person or any of its affiliates is the beneficial owner of any securities covered by this Schedule 13G for any other purposes than Section 13(d) of the Securities Exchange Act of 1934.
(b)
Percent of class:
4.8 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
386,563** see Note 1 **
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
396,078** see Note 1 **
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Funds described in Note 1 above have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities held in their respective accounts. To the knowledge of Dimensional, the interest of any one such Fund does not exceed 5% of the class of securities. Dimensional Fund Advisors LP disclaims beneficial ownership of all such securities.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What stake does Dimensional Fund Advisors hold in Citi Trends (CTRN)?
Dimensional reports beneficial ownership of 396,078 shares, equal to 4.8% of the outstanding common stock.
How much voting power does Dimensional report for CTRN shares?
Dimensional reports sole voting power over 386,563 shares and no shared voting power.
Does Dimensional claim direct beneficial ownership of the CTRN shares?
No. The filing states the shares are owned by client Funds and Dimensional disclaims beneficial ownership while reporting voting and dispositive powers.
Is this filing a Schedule 13G or 13D for CTRN?
This statement is reported on a Schedule 13G format, which is typical for passive or advisory holdings under the applicable rules.
Does the filing indicate Dimensional intends to influence control of CTRN?
The filing certifies the securities are held in the ordinary course of business and were not acquired to change or influence control.
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