[8-K] CARTERS INC Reports Material Event

Rhea-AI Filing Summary

Carter’s, Inc. (CRI) announced an organizational restructuring plan to right-size its cost structure, with total charges expected at $10.1–$11.1 million. The company recorded $6.1 million of these charges in the third quarter of fiscal 2025 and expects an additional $4.0–$5.0 million in the fourth quarter.

The company expects to pay substantially all of these costs in the first two quarters of fiscal 2026, with actions associated with the plan expected to be substantially completed by the second quarter of fiscal 2026, subject to local law and consultation requirements. Carter’s also furnished a press release with financial results for the fiscal quarter ended September 27, 2025 as Exhibit 99.1; the information was furnished, not filed.

Insights

Retail equity analyst

Modest restructuring charges spread across Q3–Q4 FY25; cash outflows largely in 1H FY26.

Carter’s outlined a restructuring plan with total charges of $10.1–$11.1M. The company recorded $6.1M in Q3 FY2025 and expects $4.0–$5.0M in Q4 FY2025. The plan focuses on severance and other termination benefits.

Cash payments are expected substantially in the first two quarters of fiscal 2026, with actions targeted for substantial completion by Q2 FY2026, subject to local law and consultations. Actual amounts may differ from estimates.

The company also furnished Q3 FY2025 results via Exhibit 99.1. The filing notes risks that benefits may be delayed or costs may be higher than anticipated.

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UNITED STATES

          SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported): October 27, 2025

Carter’s, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-31829

13-3912933

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

Phipps Tower,

3438 Peachtree Road NE, Suite 1800

Atlanta, Georgia 30326

(Address of principal executive offices, including zip code)

(678) 791-1000

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Common stock, par value $0.01 per share			CRI			New York Stock Exchange
Series A Preferred Stock Purchase Rights			-			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ((§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ((§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.                      Results of Operations and Financial Condition.

On October 27, 2025, Carter’s, Inc. issued a press release announcing its financial results for its fiscal quarter ended September 27, 2025. A copy of that press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in the Current Report on Form 8-K is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

Item 2.05.                      Costs Associated with Exit or Disposal Activities.

On September 16, 2025, the Board of Directors of Carter’s, Inc. (the “Company”) approved an organizational restructuring plan (the “Plan”) to right-size the Company's cost structure and improve future profitability. The Plan is first being communicated to employees on October 27, 2025.

In connection with the Plan, the Company expects to incur approximately $10.1 million to $11.1 million in charges, of which $6.1 million in charges were recorded in the third quarter of fiscal 2025, and approximately $4.0 million to $5.0 million in charges are expected to be recorded in the fourth quarter of fiscal 2025. We expect to pay substantially all of these costs in the first two quarters of fiscal 2026. Substantially all of these charges are related to severance and other termination benefits. The actions associated with the Plan are expected to be substantially completed by the second quarter of fiscal 2026, subject to local law and consultation requirements.

The estimates of the charges and expenditures that the Company expects to incur in connection with the Plan, and the timing thereof, are subject to a number of assumptions, including local law requirements in various jurisdictions, and actual amounts may differ materially from estimates. In addition, the Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur, including in connection with the implementation of the Plan.

Forward-Looking Statements

Statements in this Current Report on Form 8-K that are not historical fact and use predictive words such as “estimates”, “outlook”, “guidance”, “expect”, “believe”, “intend”, “designed”, “target”, “plans”, “may”, “will”, “are confident” and similar words are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). These forward-looking statements and related assumptions involve risks and uncertainties that could cause actual results and outcomes to differ materially from any forward-looking statements or views expressed in this Form 8-K. These risks and uncertainties include, but are not limited to, those disclosed in Part II, Item 1A. “Risk Factors” of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2025 and Part I, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024, and otherwise in our reports and filings with the Securities and Exchange Commission, as well as the following risks: the risk that the Company may not realize the anticipated benefits of the Plan to the extent or as quickly as anticipated or at all, the risk that the Plan costs and charges may be greater than anticipated, the risk the Plan could negatively impact the Company’s ability to recruit and retain skilled personnel and the risk that the Plan could negatively impact the Company’s business operations. Except for any ongoing obligations to disclose material information as required by federal securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. The inclusion of any statement in this Form 8-K does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.

Item 9.01.                      Financial Statements and Exhibits.

Exhibit Number			Description
99.1			Press Release of Carter’s, Inc., dated October 27, 2025
104			The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, Carter’s, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

October 27, 2025			CARTER’S, INC.
			By:			/s/ Antonio D. Robinson
			Name:			Antonio D. Robinson
			Title:			Chief Legal & Compliance Officer and Secretary

FAQ

What restructuring costs did Carter’s (CRI) disclose?

Carter’s expects total charges of $10.1–$11.1 million tied to its organizational restructuring plan.

How much did Carter’s record in Q3 FY2025 for restructuring?

Carter’s recorded $6.1 million of restructuring charges in the third quarter of fiscal 2025.

What additional restructuring charges are expected in Q4 FY2025 for CRI?

The company expects an additional $4.0–$5.0 million of charges in the fourth quarter of fiscal 2025.

When will Carter’s pay the restructuring costs?

Carter’s expects to pay substantially all costs in the first two quarters of fiscal 2026.

When is the restructuring expected to be substantially completed?

Actions associated with the plan are expected to be substantially completed by Q2 fiscal 2026, subject to local law and consultation requirements.

Did Carter’s provide quarterly results with this disclosure?

Yes. Carter’s furnished a press release for the fiscal quarter ended September 27, 2025 as Exhibit 99.1; the information was furnished, not filed.