On February 29, 2024, Fund 1 Investments, LLC announced that on February 28, 2024, Citi Trends, Inc and Fund 1 Investments, LLC entered into a cooperation agreement. Pursuant to the Cooperation Agreement, the Company has agreed to (i) appoint each of David Heath, Charles Liu, and Michael Kvitko as an observer to the Company?s Board of Directors to serve as such until the conclusion of the Company?s 2024 annual meeting of stockholders; (ii) nominate each of Messrs. Heath, Liu and Kvitko for election to the Board at the 2024 Annual Meeting; and (iii) accept the retirement, effective as of the conclusion of the 2024 Annual Meeting, of three incumbent directors.

Following the successful election of the New Directors to the Board at the 2024 Annual Meeting, the Board shall appoint Mr. Heath to the Compensation Committee of the Board and the Nominating and Corporate Governance Committee of the Board and Messrs. Liu and Kvitko to the Finance Committee of the Board. From the Effective Date to the Termination Date, if Fund 1 Investments, LLC satisfies the Minimum Ownership Threshold, the Fund 1 Investments, LLC will have replacement rights with respect to the New Directors, which will be subject to the Board?s approval.

In addition, the Company and the Fund 1 Investments, LLC desire to enter into this Agreement regarding compositional changes to the Company?s Board of Directors and certain other matters, as provided in this Agreement.