Carter's shareholder rights plan expires

Carter’s, Inc. confirms the scheduled expiration of its short-term stockholder rights agreement and the related preferred stock purchase rights.

Available on EDGAR 09/21/2026 - 04:18 PM EDT Accepted by SEC EDGAR 09/21/2026 - 04:17 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Carter’s, Inc. (CRI) reports that its limited duration stockholder rights agreement with Equiniti Trust Company, LLC, dated September 22, 2025, expired in accordance with its terms on September 21, 2026.

With this expiration, the rights agreement is no longer in effect and the associated preferred stock purchase rights have expired and are no longer exercisable.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Rights Agreement date: September 22, 2025 Rights Agreement expiration date: September 21, 2026

2 metrics

Rights Agreement date September 22, 2025 Date the limited duration stockholder rights agreement was entered into

Rights Agreement expiration date September 21, 2026 Date the stockholder rights agreement expired in accordance with its terms

Key Terms

limited duration stockholder rights agreement, rights agent, preferred stock purchase rights

3 terms

limited duration stockholder rights agreement regulatory

"announced that its limited duration stockholder rights agreement (the "Rights Agreement")"

rights agent regulatory

"by and between the Company and Equiniti Trust Company, LLC, as rights agent"

A rights agent is a neutral third party, usually a bank or trust company, that runs the mechanical parts of a company’s rights offering — tracking who gets rights, processing requests to buy additional shares, collecting payments, and issuing the new stock. For investors, the rights agent ensures the offer is handled correctly and on time, which affects the ability to exercise rights and the perceived fairness and legality of the transaction.

preferred stock purchase rights financial

"the associated preferred stock purchase rights have expired and are no longer exercisable"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Carter’s, Inc. (CRI) announce regarding its stockholder rights agreement?

Carter’s, Inc. announced that its limited duration stockholder rights agreement, dated September 22, 2025, expired in accordance with its terms on September 21, 2026. As a result, the rights agreement is no longer in effect.

When did Carter’s (CRI) stockholder rights agreement expire?

The stockholder rights agreement of Carter’s, Inc. expired on September 21, 2026, in accordance with its stated term.

What happens to the preferred stock purchase rights of CRI after the expiration?

After the expiration of the rights agreement on September 21, 2026, the associated preferred stock purchase rights also expired and are no longer exercisable.

Who served as rights agent under Carter’s (CRI) stockholder rights agreement?

Equiniti Trust Company, LLC served as the rights agent under Carter’s, Inc.’s limited duration stockholder rights agreement dated September 22, 2025.

Is Carter’s (CRI) stockholder rights agreement still in effect?

No. Carter’s, Inc. states that the stockholder rights agreement is no longer in effect after it expired on September 21, 2026, along with the related preferred stock purchase rights.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): September 21, 2026

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

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 8.01 Other Events.

On September 21, 2026, Carter's, Inc. (the "Company") announced that its limited duration stockholder rights agreement (the "Rights Agreement"), dated as of September 22, 2025, by and between the Company and Equiniti Trust Company, LLC, as rights agent, expired in accordance with its terms.

As a result, the Rights Agreement is no longer in effect, and the associated preferred stock purchase rights have expired and are no longer exercisable.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number			Description
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.

September 21, 2026			CARTER’S, INC.
			By:			/s/ Antonio D. Robinson
			Name:			Antonio D. Robinson
			Title:			Chief Administrative & Compliance Officer, Corporate Secretary

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 23.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB