Filing Details

SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No.2) Citi Trends, Inc. (Name of Issuer) Common Stock 17306X102 (CUSIP Number)December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in 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.CUSIP NO. 17306X102 Page 2 of 4 Pages 1) Name of Reporting Person(s) I.R.S. Identification No. of Above Person (entities only) Paradigm Capital Management, Inc. 14-1770168 ----------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (a)_____ (b)_____ Not Applicable ----------------------------------------------------------------------------- 3) SEC Use Only ----------------------------------------------------------------------------- 4) Citizenship or Place of Organization New York ----------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH (5) Sole Voting Power 827,048 (6) Shared Voting Power -0- (7) Sole Dispositive Power 827,048 (8) Shared Dispositive Power -0- ----------------------------------------------------------------------------- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 827,048 ----------------------------------------------------------------------------- 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable ----------------------------------------------------------------------------- 11) Percent of Class Represented by Amount In Row (9) 9.68% ----------------------------------------------------------------------------- 12) Type of Reporting Person IA -----------------------------------------------------------------------------

Item 5. Ownership of 5% or Less of a Class. If this statement is being filed to report the fact as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6. Ownership of more than 5% on Behalf of Another Person. All securities reported in this Schedule 13G Report are owned by advisory clients of the Reporting Person. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not Applicable Item 8 Identification and Classification of Members of the Group. Not Applicable Item 9 Notice of Dissolution of Group. Not Applicable Item 10. Certification. By signing below I (we) certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my (our) knowledge and belief, I (we) certify that the information set forth in this statement is true, complete and correct. Dated: February 12, 2024 PARADIGM CAPITAL MANAGEMENT, INC. By /s/ Gregg A. Miller Gregg A. Miller, Chief Compliance Officer Telephone: (518) 431-3500 - 4 -