CRI starts senior notes offering; conditional $500M redemption set

Rhea-AI Filing Summary

Carter’s, Inc. (CRI) announced the commencement of a senior notes offering. At the same time, its subsidiary The William Carter Company issued a conditional notice to redeem all of its 5.625% Senior Notes due 2027 on November 27, 2025, at 100.00% of principal, or $500.0 million, plus accrued and unpaid interest. The redemption is conditioned upon completion of one or more financings, including the senior notes offering, and receipt of sufficient net proceeds.

The company also expects to enter into a new five-year senior secured asset based revolving credit facility of up to $750 million, which would replace its existing secured revolver. Carter’s has obtained commitments for the full amount, but execution remains subject to satisfactory documentation and other conditions, and there can be no assurance it will be entered into.

Insights

Credit & Capital Structure Analyst

Neutral refinancing steps: conditional $500.0M redemption and proposed $750M ABL.

Carter’s began a senior notes offering and issued a conditional notice to redeem its subsidiary’s 5.625% Senior Notes due 2027 at par, totaling $500.0 million, plus accrued interest, on November 27, 2025. The redemption depends on completing one or more financings, including the new notes, and receiving sufficient net proceeds.

The company also expects a five-year senior secured asset based revolving credit facility of up to $750 million to replace its existing revolver. Commitments are obtained for the full amount, but closing is subject to documentation and other conditions, with no assurance of completion in the excerpt.

These steps, if completed, would reorganize liabilities via a par takeout of 2027 notes and refresh liquidity with an ABL. Actual impact hinges on final note terms and successful closing of the ABL; specifics are not provided here.

CARTERS INC false 0001060822 0001060822 2025-10-28 2025-10-28 0001060822 us-gaap:CommonStockMember 2025-10-28 2025-10-28 0001060822 us-gaap:PreferredStockMember 2025-10-28 2025-10-28

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 28, 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)

(Former name or former address, if changed since last report)

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 Exchange Act:

Title of each class		Trading Symbols(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share		CRI		New York Stock Exchange
Preferred Stock Purchase Rights		N/A		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under 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 provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

Notes Offering

On October 28, 2025, Carter’s, Inc. (the “Company”) issued a press release announcing the commencement of a senior notes offering. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and filed pursuant to and in accordance with Rule 135c under the Securities Act of 1933.

Redemption Notices

Concurrently with the commencement of the senior notes offering, on October 28, 2025, The William Carter Company, a wholly-owned subsidiary of the Company, issued a conditional notice of redemption to redeem all of its 5.625% Senior Notes due 2027 (the “2027 Notes”) on November 27, 2025 (the “Redemption Date”), conditioned upon the completion of one or more financings, including the senior notes offering, and receipt of sufficient net proceeds therefrom. The redemption is being made pursuant to the terms of the indenture, dated as of March 14, 2019, by and among The William Carter Company, the Company, the other guarantors party thereto, and Wells Fargo Bank, National Association, as trustee, at a redemption price equal to 100.00% of the principal amount of the 2027 Notes redeemed, or $500.0 million, plus accrued and unpaid interest to, but excluding, the Redemption Date. This Current Report on Form 8-K does not constitute a notice of redemption or an offer to redeem or purchase any of the outstanding 2027 Notes.

Credit Facility

Concurrently with the proposed issuance of new senior notes, we expect to enter into a new asset based revolving credit facility, which will provide for a five-year senior secured asset based revolving credit facility of up to $750 million, subject to a borrowing base thereunder (the “asset based revolving credit facility”). The asset based revolving credit facility would replace our existing secured revolving credit facility. As of the date hereof, we have obtained commitments for the full amount of the contemplated asset based revolving credit facility. However, there can be no assurance that we will enter into any such asset based revolving credit facility and commitments received to date are subject to satisfactory documentation and certain other conditions.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit

Exhibit No.		Description
99.1		Press release dated October 28, 2025 announcing senior notes offering
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

				CARTER’S, INC.
Date: October 28, 2025				By:		/s/ Antonio D. Robinson
				Name:		Antonio D. Robinson
				Title:		Chief Legal & Compliance Officer and Secretary

FAQ

What did Carter’s (CRI) announce in this 8-K?

Carter’s announced the commencement of a senior notes offering and a conditional plan to redeem its subsidiary’s 5.625% Senior Notes due 2027.

How much of the 2027 notes does Carter’s plan to redeem and at what price?

The notice covers $500.0 million of 5.625% Senior Notes due 2027 at 100.00% of principal, plus accrued and unpaid interest.

When is the conditional redemption date for Carter’s 2027 notes?

The conditional redemption date is November 27, 2025.

What conditions apply to the 2027 notes redemption?

It is conditioned on completion of one or more financings, including the senior notes offering, and receipt of sufficient net proceeds.

What new credit facility does Carter’s expect to enter?

A five-year senior secured asset based revolving credit facility of up to $750 million, replacing the existing secured revolver.

Has Carter’s secured commitments for the new ABL facility?

Yes, commitments for the full $750 million have been obtained, subject to satisfactory documentation and other conditions.

Which Carter’s entity issued the redemption notice?

The William Carter Company, a wholly-owned subsidiary of Carter’s, Inc.