CULP INC

To Our Shareholders:

Culp, Inc. (the “Company”) will hold its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) at the Company’s corporate offices, located at 1823 Eastchester Drive, High Point, North Carolina, on Wednesday, September 25, 2024, at 12:00 p.m. Eastern Time.

The purpose of the Annual Meeting is to:

(1)

Elect seven directors for a one-year term until the 2025 annual meeting;

(2)

Ratify the appointment of Grant Thornton LLP as our independent auditors for fiscal 2025;

(3)

Approve, through a non-binding advisory vote, the compensation of our named executive officers as disclosed in the accompanying Proxy Statement (“Say-on-Pay”); and

(4)

Consider any other business that properly comes before the meeting or any adjournment thereof.

Only shareholders of record at the close of business on July 29, 2024, are entitled to receive notice of, and to vote at, the Annual Meeting.

The Proxy Statement accompanying this notice contains detailed information about the matters we are asking you to vote on. It is first being mailed to and made available to shareholders on or about August 22, 2024. We hope you will read this information carefully and vote in accordance with the Board of Directors’ recommendations. Your vote is very important to us. Whether or not you expect to attend the Annual Meeting, please complete, date, and sign the enclosed form of proxy and return it promptly in the enclosed envelope. If you attend the Annual Meeting and prefer to vote in person, your proxy will be returned to you upon request. You may also vote by telephone or over the internet, as described in the Proxy Statement and on the proxy card.

By Order of the Board of Directors,

ASHLEY C. DURBIN

Senior Vice President, General Counsel, and Corporate Secretary

August 22, 2024

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting to be held on September 25, 2024: The Proxy Statement and 2024 Annual Report to Shareholders for the fiscal year ended April 28, 2024 are available free of charge at www.culp.com.