Business Context and Reporting Period
This Form 8-K Current Report was filed by Citi Trends, Inc. on February 19, 2026. The report addresses corporate governance changes, specifically the departure of a director and the appointment of a new director and committee chair.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel changes and does not contain financial performance data.
Material Changes
- Director Departure: Wes Calvert departed from the Board of Directors effective February 19, 2026. The departure is not the result of any dispute regarding the Company's operations, policies, or practices.
- Director Appointment: Benjamin Faw was appointed to the Board of Directors effective February 19, 2026.
- Committee Role: Concurrent with his appointment, Mr. Faw was named Chair of the Finance Committee.
- Compensation: Mr. Faw will receive compensation equivalent to other non-management directors.
Outlook, Risks, and Contingencies
Mr. Faw's appointment was made pursuant to the replacement rights of Fund 1 Investments, LLC (the "Investor") under the Amended and Restated Cooperation Agreement dated March 25, 2025. The filing incorporates the full terms of this agreement by reference. There are no disclosed family relationships between Mr. Faw and current officers or directors, nor any material interests in transactions requiring disclosure under Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Review the Amended and Restated Cooperation Agreement (Exhibit 10.1) to understand the specific rights of Fund 1 Investments, LLC regarding board representation.
- Verify the background and qualifications of Benjamin Faw as the new Chair of the Finance Committee.
- Confirm that no other undisclosed disputes exist regarding the departure of Wes Calvert.