Karen M. Smith reports 1,129 withheld shares on CRI Form 4

Rhea-AI Filing Summary

Karen Marie Smith, Chief Supply Chain Officer of Carter's Inc. (CRI), reported a non-derivative transaction dated 08/12/2025 in which 1,129 shares of common stock were withheld to satisfy tax withholding on vested restricted stock. The filing records an effective price of $24.88 per share and shows Ms. Smith beneficially owns 41,428 shares after the withholding. The form notes that some shares remain subject to time-vesting or performance-based restrictions. The Form 4 was filed by one reporting person, signed by an attorney-in-fact on 08/13/2025, and reports no derivative transactions or open-market sales.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding on vested restricted shares; governance signal is neutral.

The Form 4 discloses withholding of 1,129 shares at $24.88 to cover taxes on vesting restricted stock for Karen M. Smith, the Chief Supply Chain Officer. Such withholdings are standard administration of equity compensation and do not indicate discretionary selling by the insider. The filing also confirms that 41,428 shares remain beneficially owned and that some shares retain time or performance restrictions, which aligns with continued alignment of executive and shareholder interests. Impact on governance and control is immaterial.

Securities Analyst

TL;DR: Transaction is administrative, not a market-disrupting insider sale.

The reported transaction is coded as a tax-withholding upon vesting rather than an open-market disposition. The record of 1,129 shares withheld at $24.88 and a remaining beneficial ownership of 41,428 shares provides transparency on executive equity stakes. No options, derivatives, or additional disposals are reported, indicating limited near-term impact on float or share supply. Materiality for investors is negligible absent other concurrent insider activity or corporate developments.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Smith Karen Marie

(Last) (First) (Middle)

3438 PEACHTREE ROAD NE

SUITE 1800

(Street)

ATLANTA GA 30326

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CARTERS INC [ CRI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Supply Chain Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/12/2025		F		1,129(1)	D	$24.88	41,428(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The transaction reported in this Form 4 reflects withholding of shares of common stock to satisfy tax withholding obligations resulting from the vesting of restricted stock.

2. Some of these shares are restricted shares that are subject to either time-vesting or performance-based restrictions.

Remarks:

	/s/Derek Swanson, Attorney-in-Fact	08/13/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Karen M. Smith report on the CRI Form 4?

The filing reports withholding of 1,129 common shares to satisfy tax withholding on vested restricted stock, dated 08/12/2025.

At what price were the withheld shares recorded on the Form 4 for CRI?

The shares were recorded at an effective price of $24.88 per share.

How many CRI shares does Karen M. Smith beneficially own after the transaction?

Following the withholding, Ms. Smith beneficially owns 41,428 shares, some of which remain restricted.

Was this Form 4 filing a sale or an open-market transaction?

No. The filing describes a tax-withholding action upon vesting of restricted stock, not an open-market sale or derivative transaction.

When was the Form 4 signed and filed?

The transaction date is 08/12/2025 and the Form 4 was signed by an attorney-in-fact on 08/13/2025.