Citi Trends Files 8-K with Material Agreements and Bylaw Changes

TL;DR

Citi Trends filed an 8-K on May 7, 2024, covering material agreements and changes to bylaws.

AI Summary

On May 7, 2024, Citi Trends, Inc. filed an 8-K report detailing several material events. These include entering into a material definitive agreement, modifications to security holder rights, and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions and potential changes affecting the rights of Citi Trends' security holders, requiring investor attention.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and modifications to security holder rights, which could have significant implications for the company and its investors.

Key Numbers

• 001-41886 — SEC File Number (Identifies the company's filing with the SEC.)
• 52-2150697 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Citi Trends, Inc. (company) — Registrant
• May 7, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Savannah, Georgia (location) — Business and mail address

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common stock, $0.01 par value CTRN Nasdaq Stock Market
• $0 — and outstanding common stock, par value $0.01, pursuant to the Rights Agreement, e

Filing Documents

• tm2413614d1_8k.htm (8-K) — 35KB
• tm2413614d1_ex3-1.htm (EX-3.1) — 9KB
• tm2413614d1_ex4-3.htm (EX-4.3) — 16KB
• 0001104659-24-057737.txt ( ) — 282KB
• ctrn-20240507.xsd (EX-101.SCH) — 4KB
• ctrn-20240507_def.xml (EX-101.DEF) — 26KB
• ctrn-20240507_lab.xml (EX-101.LAB) — 36KB
• ctrn-20240507_pre.xml (EX-101.PRE) — 25KB
• tm2413614d1_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On May 7, 2024, Citi Trends, Inc. (the " Company ") and Equiniti Trust Company, LLC (the " Rights Agent ") entered into the Second Amendment to the Stockholder Protection Rights Agreement, dated as of May 7, 2024 (the " Amendment "), which amended the Stockholder Protection Rights Agreement, dated as of December 6, 2023, by and between the Company and the Rights Agent, as amended by that certain Amendment to the Stockholder Protection Rights Agreement, dated as of February 28, 2024 (as amended, the " Rights Agreement "). The Amendment terminated the Rights Agreement by accelerating the expiration time of the Company's preferred share purchase rights (each, a " Right " and, collectively, the " Rights ") to 5:00 P.M., New York City time, on May 7, 2024. At the time of the termination of the Rights Agreement, all of the Rights, which were previously distributed to holders of the Company's issued and outstanding common stock, par value $0.01, pursuant to the Rights Agreement, expired. In deciding to accelerate the expiration time to May 7, 2024, the Company's Board of Directors determined that an active Rights Agreement is no longer needed to protect stockholder value. The Amendment is attached hereto as Exhibit 4.3 and is incorporated herein by reference. The description of the Amendment herein does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.3.

03 Material Modification to Rights of

Item 3.03 Material Modification to Rights of Security Holders. The information set forth under Item 1.01 and

03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference

Item 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 7, 2024, the Company filed a Certificate of Elimination (the " Certificate of Elimination ") with the Secretary of State of the State of Delaware eliminating all provisions of the Certificate of Designation previously filed by the Company with the Delaware Secretary of State on December 6, 2023 related to the series of preferred stock designated as Series A Junior Participating Preferred Stock (the " Series A Preferred Stock ") established pursuant to the Rights Agreement. Such shares previously designated Series A Preferred Stock will be returned to the authorized but undesignated shares of the Company's preferred stock. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference. A copy of the Certificate of Elimination is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The description of the Certificate of Elimination herein does not purport to be complete and is qualified in its entirety by reference to Exhibit 3.1.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 3.1 Certificate of Elimination of the Series A Junior Participating Preferred Stock of Citi Trends, Inc. 4.1 Stockholder Protection Rights Agreement, dated as of December 6, 2023, between Citi Trends, Inc. and Equiniti Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 of Citi Trends, Inc.'s Current Report on Form 8-K filed December 8, 2023). 4.2 Amendment to the Stockholder Protection Rights Agreement, dated as of February 28, 2024, between Citi Trends, Inc. and Equiniti Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.2 of Citi Trends, Inc.'s Current Report on Form 8-K filed February 29, 2024). 4.3 Second Amendment to the Stockholder Protection Rights Agreement, dated as of May 7, 2024, between Citi Trends, Inc. and Equiniti Trust Company, LLC, as Rights Agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2 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 hereunto duly authorized. CITI TRENDS, INC. Date: May 7, 2024 By: /s/ David N. Makuen Name: David N. Makuen Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR