[Form 4] Carter's Inc. Insider Trading Activity

Rhea-AI Filing Summary

Allison Peterson, Chief Retail & Digital Officer at Carter's (CRI), had shares withheld to cover taxes when restricted stock vested. On 08/09/2025 the Form 4 reports withholding of 4,446 common shares at a reported price of $25.36 associated with the vesting of restricted stock. After this withholding the reporting person beneficially owns 50,834 common shares; the filing notes that some of those shares remain subject to time‑vesting restrictions. The report was filed on behalf of a single reporting person and contains no derivative transactions.

Positive

• Transparent disclosure of tax-withholding tied to restricted stock vesting, showing compliance with Section 16 reporting requirements
• Continued ownership: reporting person retains 50,834 common shares after the withholding

Negative

• None.

Insights

Corporate Governance Expert

Routine tax-withholding on vested restricted stock; standard administrative insider reporting.

The Form 4 documents a withholding event tied to restricted stock vesting rather than an open-market sale or new grant. Withholding of 4,446 shares to satisfy tax obligations is a common outcome when equity awards vest and does not, by itself, indicate a change in strategic ownership or control. The filing also confirms remaining beneficial ownership of 50,834 shares, some of which remain time‑vested, preserving ongoing alignment with shareholders.

Securities Analyst

Disclosure is routine and informational; unlikely to be material to valuation.

The entry shows a non‑market transaction coded as withholding for tax obligations tied to vesting. The reported per‑share figure of $25.36 reflects the value used for the withholding calculation. No options, sales, or purchases in the open market are reported, and the transaction does not introduce new dilution beyond the mechanics of vesting and withholding. This is a standard insider disclosure with limited investor impact.

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^*

Peterson Allison

(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)
	Chf. Retail & Digital Ofc.

3. Date of Earliest Transaction (Month/Day/Year)
08/09/2025

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	08/09/2025		F		4,446(1)	D	$25.36	50,834(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 time-vesting restrictions.

Remarks:

	/s/Derek Swanson, Attorney-in-Fact	08/11/2025
	** 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 transaction did Allison Peterson report for Carter's (CRI)?

The Form 4 reports withholding of 4,446 common shares to satisfy tax withholding obligations resulting from the vesting of restricted stock.

When did the reported transaction for CRI occur?

The transaction date recorded in the filing is 08/09/2025.

At what price were the withheld CRI shares reported?

The filing lists a reported price of $25.36 per share for the withholding calculation.

How many CRI shares does the reporting person own after the transaction?

After the withholding, the reporting person beneficially owns 50,834 common shares.

Are any of the reported CRI shares subject to vesting restrictions?

Yes. The filing states that some of the shares included in the beneficial ownership total are restricted and subject to time‑vesting.