Every 8-K that Carter's Inc. (CRI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CRI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CRI filings page.
Carter’s, Inc. (CRI) reported that its Board of Directors declared a quarterly cash dividend of $0.25 per share of common stock. The dividend is payable on September 25, 2026 to shareholders of record as of the close of business on September 1, 2026. The company stated that any future quarterly dividends and related record and payment dates will be at the Board’s discretion, taking into account business conditions, future financial performance, investment priorities, and other considerations.
Carter’s, Inc. reported second quarter fiscal 2026 net sales of $615 million, up 5% from Q2 2025, with U.S. Retail comparable sales up 5.1%. GAAP operating income rose to $139.8 million (22.7% margin) and net income to $105.0 million, or $2.87 per diluted share, largely reflecting a $132 million recovery of previously paid import duties and interest.
Excluding tariff recoveries, leadership-transition and IP litigation costs, adjusted operating income was $18.1 million versus $11.8 million a year ago, and adjusted diluted EPS increased to $0.26 from $0.17. For the first half of fiscal 2026, net sales grew to $1.30 billion, while adjusted diluted EPS was $0.65 compared with $0.83 in the prior-year period.
Management expects earnings to be more weighted to the second half of 2026, citing higher first-half tariff and investment impacts. For third quarter 2026, the company projects net sales of about $750 million, adjusted operating income of roughly $50 million, and adjusted diluted EPS of approximately $0.85, with higher adjusted profitability than third quarter 2025 on slightly lower sales.
Carter’s, Inc. reported the results of its Annual Meeting of Stockholders held on May 13, 2026. All eight director nominees were elected, with most receiving more than 26 million votes in favor. Stockholders also approved, on an advisory basis, 2025 executive compensation and approved the Company’s Amended and Restated Equity Incentive Plan.
Stockholders ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026, with 32,154,770 votes for and 467,049 against. Separately, the Board declared a quarterly cash dividend of $0.25 per share, payable on June 5, 2026, to shareholders of record as of May 26, 2026.
Carter’s, Inc. reported first quarter fiscal 2026 net sales of $681.1 million, up 8.1% from Q1 2025, driven by a 10.5% increase in U.S. Retail comparable sales and growth across U.S. Wholesale and International channels. GAAP operating margin was 4.2%, slightly above 4.1% a year ago, with no non-GAAP adjustments in 2026.
Diluted EPS was $0.39, down from $0.43 on a GAAP basis and below prior-year adjusted EPS of $0.66, reflecting higher tariffs, investment spending, inflationary costs, and higher interest expense. Cash from operating activities improved to $6.4 million from a use of $48.6 million in Q1 2025.
The company reiterated its full-year 2026 outlook for sales and operating profit growth. For Q2 2026, it projects low-single-digit net sales growth, adjusted operating income of $11–$13 million, and adjusted diluted EPS of $0.02–$0.06 versus $0.17 in Q2 2025. Carter’s also highlighted its planned CEO transition to Sharon Price John next month.
Carter’s, Inc. is implementing a leadership transition while reaffirming its first quarter and full-year fiscal 2026 outlook. Sharon Price John will become Chief Executive Officer, President, and a director effective June 15, 2026, following her long tenure leading Build-A-Bear Workshop.
Her offer includes a $1,300,000 base salary, a target annual cash bonus of 175%, at least $6,500,000 in annual equity awards starting in fiscal 2027, and a $6,500,000 sign-on equity grant split between time-based and performance-based restricted shares. She will also receive a $500,000 one-time cash bonus.
Douglas C. Palladini has departed as Chief Executive Officer, President, and director, and is eligible for severance benefits under his agreement. Richard F. Westenberger has been appointed Interim Chief Executive Officer and President, in addition to his Chief Financial Officer & Chief Operating Officer roles, with a $110,000 monthly stipend and quarterly restricted stock awards of $300,000 during the interim period.
Carter’s, Inc. reported mixed fourth quarter and full-year 2025 results, with stronger sales but sharply lower profitability. Fourth quarter net sales rose to $925 million from $860 million, and GAAP diluted EPS edged up to $1.76, but adjusted diluted EPS fell to $1.90 from $2.39. For fiscal 2025, net sales increased modestly to $2.898 billion, while GAAP diluted EPS declined to $2.53 from $5.12 and adjusted diluted EPS dropped to $3.47 from $5.81 as the operating margin contracted to 5.0% from 9.0%. Results benefited from a 53rd week that added about $37 million of sales and supported operating cash flow of $122 million, with $56 million returned to shareholders via dividends. The board declared a quarterly dividend of $0.25 per share. Looking to 2026, Carter’s expects low- to mid-single-digit growth in net sales and adjusted operating income, but a low double-digit to mid-teens decline in adjusted diluted EPS, and it guides Q1 2026 adjusted EPS to just $0.02–$0.08 versus $0.66 a year earlier.
Carter’s, Inc. filed a current report describing its participation in a fireside chat at the ICR Conference 2026 on January 12, 2026. During this event, the company expects to share preliminary financial results, including a range of consolidated net sales for the fourth quarter and fiscal year ending January 3, 2026, along with preliminary results for its U.S. Retail, U.S. Wholesale, and International segments. These preliminary figures are discussed in a press release dated January 9, 2026, which is attached as an exhibit and incorporated by reference.
Carter’s, Inc. announced that its Chief Information & Technology Officer, Raghu Sagi, has resigned. His resignation was submitted on November 21, 2025 and will be effective January 20, 2026. The company thanked Mr. Sagi and extended best wishes for his future endeavors. No other management changes, financial results, or strategic updates are described in this report.
Carter’s, Inc., through its subsidiary The William Carter Company, entered into a new five-year senior secured asset-based revolving credit facility of up to $750 million. This ABL Facility replaces the company’s prior secured revolver and includes a U.S. dollar revolving line, with up to $100 million drawable in certain foreign currencies, plus sub-limits for $100 million in letters of credit and a $50 million swing line. The facility is guaranteed by Carter’s and key domestic subsidiaries and is secured by substantially all tangible and intangible assets, subject to customary exceptions.
The agreement includes covenants that limit additional debt, dividends, and certain investments, with flexibility tied to excess availability and a fixed charge coverage ratio. As of November 17, 2025, the company estimates a borrowing base of about $799 million and availability of about $743 million under the new facility, indicating significant liquidity access under the renewed structure.
Carter’s, Inc. announced that its subsidiary, The William Carter Company, completed a private offering of $575 million aggregate principal amount of 7.375% senior notes due 2031. The company received net proceeds of approximately $567 million and intends to use them, together with cash on hand, to redeem all outstanding 5.625% senior notes due 2027, pay related fees and expenses, and, with any remainder, for general corporate purposes.
The notes are senior unsecured obligations, fully and unconditionally guaranteed (with certain exceptions) by Carter’s and designated domestic subsidiaries. The indenture includes customary covenants and events of default, and provides for optional redemption terms, including a make‑whole prior to November 15, 2027, and a change‑of‑control and ratings decline repurchase at 101% of principal.
Carter’s also disclosed commitments for a new five‑year senior secured asset‑based revolving credit facility of up to $750 million, anticipated to be entered into on or around November 17, 2025, subject to satisfactory documentation and other conditions, to replace the existing secured revolver.
Carter’s, Inc. amended and restated its By-Laws, effective November 13, 2025. Key changes clarify meeting mechanics and stockholder rights. Special meetings of stockholders may now be called by a majority of directors or by a stockholder of record holding more than 35% of outstanding common stock. If a special meeting is held in lieu of an annual meeting, only business proper for an annual meeting may be brought.
The updates refine notice, proxy, and nomination procedures, including a requirement that a nominating stockholder hold shares through the meeting date, enhanced disclosure and correction obligations, and the Board’s ability to request interviews with nominees. The By-Laws incorporate Delaware General Corporation Law mailing provisions, allow adjournments and recesses, and limit who may call to order and chair stockholder meetings. The company also announced a quarterly cash dividend via press release.
Carter’s, Inc. (CRI) filed an 8-K stating it issued a press release announcing the pricing of a senior notes offering. The press release is furnished as Exhibit 99.1 and was made in accordance with Rule 135c under the Securities Act. The company’s common stock trades on the NYSE under ticker CRI; the filing lists Preferred Stock Purchase Rights as registered under Section 12(b) as well. The report date is October 29, 2025.
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.
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.
Carter's, Inc. adopted a stockholder rights plan to deter takeover attempts and preserve long-term value for shareholders. The board declared a dividend of one Right for each outstanding share of common stock to holders of record at the close of business on October 3, 2025. Each Right permits its holder, under the Rights Agreement, to buy one ten-thousandth of a share of Series A Junior Participating Preferred Stock at an initial exercise price of $160.00 per Right, subject to adjustment.
The Rights Agreement, dated September 22, 2025, names Equiniti Trust Company, LLC as Rights Agent and includes a flip-in feature. If a person or group becomes an "Acquiring Person," most Rights held by that Acquiring Person and certain affiliates automatically become null and void, while other holders may exercise Rights to receive Common Stock valued at two times the exercise price. Related documents include the Certificate of Designation for the Preferred Stock and a press release dated September 24, 2025.
Carter's, Inc. (CRI) disclosed the involuntary termination without cause of Ms. Krugman, effective October 21, 2025, with severance and a customary release to be confirmed in a separation agreement; her 2025 annual incentive payout, if any, will be pro-rated through August 22, 2025. The Board irrevocably terminated The William Carter Company Deferred Compensation Plan effective September 30, 2025, citing low participation, administrative complexity, and reduced need following an approved transition to a Safe Harbor 401(k) Plan. The Plan is overfunded; participating employees will receive a single lump-sum payout of their account balances on a Final Payment Date scheduled no earlier than 12 months and no later than 24 months after termination. As of August 14, 2025, 16 of 302 eligible employees were active participants.
Carter’s, Inc. reported that on August 14, 2025 it issued a press release announcing the declaration of a quarterly cash dividend for its shareholders. The company furnished this information under a Regulation FD disclosure, meaning it is sharing the same information with all investors at the same time.
The actual dividend details are contained in the press release, which is attached as Exhibit 99.1 and incorporated by reference. This report itself does not treat the dividend information as formally filed under securities law, but rather as information made available for fair disclosure.