Fund 1 maintains 21.9% Citi Trends (CTRN) stake after portfolio rebalancing

Rhea-AI Filing Summary

Fund 1 Investments, LLC filed an amended Schedule 13D reporting a significant ownership stake in Citi Trends, Inc.. The fund beneficially owns 1,823,486 shares of common stock, representing approximately 21.9% of Citi Trends’ 8,329,848 shares outstanding as of May 29, 2026.

The filing notes that recent share sales were part of a portfolio rebalancing, while the fund continues to express confidence in Citi Trends’ leadership, strategic direction, and long-term value. Fund 1 has sole voting and dispositive power over all 1,823,486 shares held.

Insights

Equity ownership and governance analyst

Fund 1 maintains a large 21.9% stake and sole control over its Citi Trends shares.

Fund 1 Investments, LLC reports beneficial ownership of 1,823,486 Citi Trends shares, equal to 21.9% of the 8,329,848 shares outstanding as of May 29, 2026. This size positions the fund as a major shareholder with potential influence.

The fund has sole voting and dispositive power over these shares, meaning it alone decides how they are voted or sold. The filing explains that recent share sales were undertaken for portfolio rebalancing and states continued confidence in Citi Trends’ leadership and long-term value.

Because the filing references prior sales but emphasizes ongoing confidence, it reads as position management rather than a strategic exit. Subsequent ownership updates in future disclosures will clarify whether the 21.9% stake is maintained, increased, or reduced over time.

Key Figures

Shares beneficially owned: 1,823,486 shares Ownership percentage: 21.9% Shares outstanding: 8,329,848 shares +4 more

7 metrics

Shares beneficially owned 1,823,486 shares Fund 1 Investments’ Citi Trends common stock position

Ownership percentage 21.9% Portion of Citi Trends outstanding shares as of May 29, 2026

Shares outstanding 8,329,848 shares Citi Trends shares outstanding as of May 29, 2026 from Form 10-Q

Aggregate purchase price $43,543,205 Total cost, including brokerage commissions, for 1,823,486 shares

Par value per share $0.01 per share Par value of Citi Trends common stock

Sole voting power shares 1,823,486 shares Shares over which Fund 1 has sole voting authority

Sole dispositive power shares 1,823,486 shares Shares over which Fund 1 has sole dispositive authority

Key Terms

beneficially owned, sole voting power, sole dispositive power, portfolio rebalancing, +2 more

6 terms

beneficially owned financial

"As of the date hereof, the Reporting Person beneficially owned 1,823,486 Shares"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole voting power financial

"The Reporting Person has sole power (i) to vote or direct the vote of"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"and (ii) to dispose or direct the disposition of, the 1,823,486 Shares"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

portfolio rebalancing financial

"The sales of Shares reported herein were undertaken as part of a portfolio rebalancing."

Portfolio rebalancing is the regular practice of adjusting the mix of investments — such as stocks, bonds and cash — to restore a target allocation after market moves. It matters to investors because it helps maintain the original risk level and investment goals, like trimming positions that grew too large and boosting ones that fell, similar to trimming an overgrown garden to keep all plants healthy and in balance.

working capital financial

"The Shares purchased by the Reporting Person were purchased with working capital"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 06/25/2026 - 08:47 AM Accepted by SEC EDGAR 06/25/2026 - 08:46 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 16)

Citi Trends Inc

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

17306X102

(CUSIP Number)

Kenneth Mantel, Esq.
Olshan Frome Wolosky LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/24/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 17306X102

1

Name of reporting person

Fund 1 Investments, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,823,486.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,823,486.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,823,486.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.9 %

14

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: Citi Trends Inc
(c)	Address of Issuer's Principal Executive Offices: 17 PARK OF COMMERCE BLVD, SUITE 200, SAVANNAH, GEORGIA , 31405.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The Shares purchased by the Reporting Person were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,823,486 Shares beneficially owned by the Reporting Person is approximately $43,543,205, including brokerage commissions.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: The sales of Shares reported herein were undertaken as part of a portfolio rebalancing. The Reporting Person continues to express confidence in the Issuer's leadership and strategic direction, and its long-term value.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by the Reporting Person is based on 8,329,848 Shares outstanding as of May 29, 2026, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 10, 2026. As of the date hereof, the Reporting Person beneficially owned 1,823,486 Shares, constituting approximately 21.9% of the outstanding Shares.
(b)	Item 5(b) is hereby amended and restated to read as follows: The Reporting Person has sole power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 1,823,486 Shares held by the Funds.
(c)	Item 5(c) is hereby amended and restated to read as follows: The transactions in the Shares by the Reporting Person during the past sixty days are set forth on Exhibit 1 attached hereto and are incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	1 - Transactions in the Securities

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.

Fund 1 Investments, LLC

Signature:	/s/ Benjamin C. Cable
Name/Title:	Benjamin C. Cable, Chief Operating Officer
Date:	06/25/2026

FAQ

How many Citi Trends (CTRN) shares does Fund 1 Investments currently beneficially own?

Fund 1 Investments beneficially owns 1,823,486 Citi Trends shares. This stake represents a substantial holding and, according to the filing, accounts for roughly 21.9% of the company’s 8,329,848 shares outstanding as of May 29, 2026, giving Fund 1 significant influence.

What percentage of Citi Trends (CTRN) does Fund 1 Investments’ stake represent?

Fund 1 Investments’ position represents approximately 21.9% of Citi Trends’ outstanding common stock. This percentage is calculated using 8,329,848 shares outstanding as of May 29, 2026, as reported in Citi Trends’ Form 10-Q, making Fund 1 a major shareholder.

How much has Fund 1 Investments paid in total for its Citi Trends (CTRN) stake?

Fund 1 Investments reports an aggregate purchase price of about $43,543,205 for its 1,823,486 Citi Trends shares. This amount, funded from working capital that may include ordinary-course margin loans, includes brokerage commissions and reflects the cost basis of its current stake.

Why did Fund 1 Investments sell some Citi Trends (CTRN) shares recently?

The filing states that recent sales of Citi Trends shares by Fund 1 Investments were part of a portfolio rebalancing. Despite these sales, the fund indicates it continues to have confidence in Citi Trends’ leadership, strategic direction, and long-term value, suggesting an ongoing investment commitment.

Does Fund 1 Investments control how its Citi Trends (CTRN) shares are voted?

Yes. Fund 1 Investments reports sole voting and sole dispositive power over its 1,823,486 Citi Trends shares. Sole voting power means it alone decides how those shares are voted, while sole dispositive power means it alone directs when and how the shares are sold or transferred.

What share count did Fund 1 Investments use to calculate its 21.9% Citi Trends (CTRN) ownership?

Fund 1 Investments based its 21.9% ownership calculation on 8,329,848 Citi Trends shares outstanding as of May 29, 2026. This outstanding share figure comes from Citi Trends’ Quarterly Report on Form 10-Q filed with the SEC on June 10, 2026, as cited in the filing.