Citi Trends files S-3 shelf registration for up to $100 million of common stock

Sullivan & Cromwell LLP acted as outside counsel to Citi Trends, Inc. in connection with the filing, and Citi Trends’ in-house counsel, Lovesh Puri, participated in representing the company and was identified as agent for service. Citi Trends, Inc., a Delaware corporation with principal executive offices at 17 Park of Commerce Blvd, Suite 200, Savannah, Georgia, filed a Form S-3 registration statement with the SEC on August 25, 2026. The filing registers up to $100,000,000 of the company’s common stock, $0.01 par value per share, for sale from time to time after effectiveness under Rule 415 as a delayed or continuous shelf offering. Citi Trends’ common stock is listed on Nasdaq under the symbol CTRN; the prospectus states the last reported sale price on August 24, 2026 was $74.35 per share. The prospectus provides a general plan of distribution under which the company may offer and sell the shares in one or more offerings on a continuous or delayed basis through underwriters, dealers, agents, directly to purchasers, through block trades, in at-the-market offerings, in a rights offering, or by other permitted methods described in a future prospectus supplement. The filing does not appoint any specific underwriters, dealers, agents, placement agents, bookrunners, or initial purchasers for any particular offering; specific purchase prices, fees, commissions, discounts and related terms would be set forth in a subsequent prospectus supplement. Unless otherwise stated in a supplement, Citi Trends intends to use net proceeds from sales of common stock for general corporate purposes. The registration statement describes the company’s authorized capital stock as 32,000,000 shares of common stock and 5,000 shares of undesignated preferred stock, each with a par value of $0.01 per share. The prospectus sets out common stockholder rights, including one vote per share, no cumulative voting, no preemptive rights and ratable participation in liquidation distributions after any preferences of preferred stock and creditor claims. It also describes applicable anti-takeover provisions under Delaware law, the company’s certificate of incorporation and bylaws, including Section 203 of the Delaware General Corporation Law, annual election of directors, the board’s authority to fix its size between five and nine directors, removal of directors by stockholders, the prohibition on stockholder action by written consent, and advance notice requirements for director nominations and stockholder proposals. The registration statement identifies Lovesh Puri, General Counsel of Citi Trends, Inc., as the agent for service and directs copies to Catherine M. Clarkin of Sullivan & Cromwell LLP in New York. Sullivan & Cromwell LLP is noted as counsel that will pass upon the validity of the securities offered by the prospectus. The prospectus’ "Experts" section states that Deloitte & Touche LLP audited the consolidated financial statements of Citi Trends, Inc. and its subsidiary and evaluated the effectiveness of internal control over financial reporting; those financial statements are incorporated by reference in reliance on Deloitte & Touche LLP’s reports. Sullivan & Cromwell LLP represented client(s) Citi Trends, Inc. with a team composed by: Catherine M. Clarkin. Citi Trends, Inc. in-house legal department represented client(s) Citi Trends, Inc. with a team composed by: Lovesh Puri, General Counsel.

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Citi Trends files S-3 shelf registration for up to $100 million of common stock

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Citi Trends files S-3 shelf registration for up to $100 million of common stock

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