Equity awards and forfeitures for Carter’s (NYSE: CRI) supply chain chief

Rhea-AI Filing Summary

Carter’s Inc. Chief Supply Chain Officer Karen Marie Smith reported a set of equity compensation-related transactions in company common stock. On March 2, 2026, she disposed of 891 shares at $34.95 per share to satisfy tax withholding tied to the vesting of restricted stock, and a further 3,404 shares were forfeited back to the issuer because performance metrics from 2023 awards were not fully achieved.

On the same date, she received new equity grants of 8,584 shares and 12,876 shares of restricted stock at no cash cost. Some of these are time-based restricted shares that vest in four equal annual installments beginning one year from grant, while performance-based restricted shares cliff vest after three years if specified targets are met.

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)
03/02/2026

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	03/02/2026		F		891(1)	D	$34.95	37,519(2)	D
Common Stock	03/02/2026		D		3,404(3)	D	$0	34,115(2)	D
Common Stock	03/02/2026		A		8,584(4)	A	$0	42,699(2)	D
Common Stock	03/02/2026		A		12,876(5)	A	$0	55,575(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-based vesting or performance-based restrictions.

3. The transaction reflected in this Form 4 reflects the forfeiture of shares relating to performance awards granted in 2023, under which the performance metrics were not fully attained.

4. These restricted shares are subject to restrictions that lapse in four equal annual installments beginning one year from the grant date.

5. These performance-based restricted shares cliff vest three years from the grant date based upon the achievement of certain targets.

Remarks:

	/s/Derek Swanson, Attorney-in-Fact	03/04/2026
	** 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).
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FAQ

What insider transactions did Carter’s (CRI) Chief Supply Chain Officer report?

Karen Marie Smith reported both disposals and grants of Carter’s common stock. She had shares withheld and forfeited in connection with vesting and missed performance targets, and also received new time-based and performance-based restricted stock awards at no cash cost.

How many Carter’s (CRI) shares were withheld for taxes and at what price?

A total of 891 Carter’s common shares were withheld to cover tax obligations, at a price of $34.95 per share. This withholding was triggered by the vesting of restricted stock that created associated tax liabilities for the executive.

Why were some of Karen Marie Smith’s Carter’s (CRI) shares forfeited?

3,404 shares were forfeited back to Carter’s because performance metrics on 2023 performance awards were not fully attained. The forfeiture reflects the structure of those awards, where share delivery depends on meeting specified performance targets over the measurement period.

What new restricted stock awards did Carter’s (CRI) grant to Karen Marie Smith?

She received grants of 8,584 and 12,876 shares of Carter’s common stock as restricted awards. These were granted at no cash price and consist of both time-based and performance-based restricted shares, each subject to future vesting conditions and restrictions.

How do the time-based restricted Carter’s (CRI) shares vest for Karen Marie Smith?

The time-based restricted shares vest in four equal annual installments, starting one year from the grant date. This schedule gradually delivers unrestricted ownership over four years, assuming continued satisfaction of applicable service or other conditions during the vesting period.

What are the vesting terms for the performance-based Carter’s (CRI) restricted shares?

The performance-based restricted shares cliff vest three years from the grant date, but only if specific performance targets are achieved. If those metrics are not met, some or all of the shares may be forfeited, as seen with prior performance awards granted in 2023.