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Citi Trends Inc

For the period ended Jun 5, 2025. Filed Apr 25, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 5, 2025 · Filed Apr 25, 2025

CTRN$45.01-14.3%Stored close · as of Nov 6, 2026
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Appendix A

AMENDMENT TO THE

CITI TRENDS, INC.

2021 INCENTIVE PLAN

This Amendment to the Citi Trends, Inc. 2021 Incentive Plan (the “Plan”), has been adopted by the Board of Directors and approved by the stockholders of Citi Trends, Inc. (the “Company”), to be effective as of June 5, 2025.

1.The Plan is hereby amended by deleting the first sentence of Section 5.1 and replacing it with the following:

“Subject to adjustment as provided in Section 5.2 and Section 14.1, (i) the aggregate number of Shares reserved and available for issuance pursuant to Awards granted under the Plan shall be 500,000, plus the number of shares remaining available for grant under the Prior Plan as of the Effective Date (not to exceed 585,000).”

2.Except as expressly amended hereby, the terms of the Plan shall be and remain unchanged and the Plan as amended hereby shall remain in full force and effect.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized representative on the day and year first above written.

CITI TRENDS, INC.​
​​​
By:​​
​Authorized Officer​

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date SCAN TO VIEW MATERIALS & VOTE 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0000673317_1 R1.0.0.2 CITI TRENDS, INC. ATTN: MICHAEL BUCHSBAUM 104 COLEMAN BLVD SAVANNAH, GA 31408 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 06/04/2025 for shares held directly and by 11:59 P.M. ET on 06/02/2025 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 06/04/2025 for shares held directly and by 11:59 P.M. ET on 06/02/2025 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees For Against Abstain 1A Wesley Calvert 1B Pamela Edwards 1C David Heath 1D Margaret L. Jenkins 1E Michael Kvitko 1F Charles Liu 1G Cara Robinson 1H Kenneth D. Seipel The Board of Directors recommends you vote FOR proposals 2, 3 and 4. For Against Abstain 2. An advisory vote to approve, on a non-binding basis, the compensation of our named executive officers as set forth in the proxy statement. 3 Vote to approve an Amendment to the 2021 Incentive Plan to increase the number of shares available by 500,000 for grant. 4. Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2026. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

0000673317_2 R1.0.0.2 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, and 2024 Annual Report/Form 10-K is/are available at www.proxyvote.com CITI TRENDS, INC. Annual Meeting of Stockholders June 5, 2025 9:00 AM EDT This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Kenneth D. Seipel, as proxy, with the power to appoint his substitute, and hereby authorize him to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of CITI TRENDS, INC. that the Stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholder(s) to be held at 09:00 AM EDT, on June 5, 2025, at www.virtualshareholdermeeting.com/CTRN2025 and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side

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