Carter's (CRI) officer reports restricted stock tax-share withholdings

Rhea-AI Filing Summary

Carter's Inc. executive Antonio Robinson reported two small share dispositions related to tax withholding on vested restricted stock, not open-market sales. On February 28, 374 common shares were withheld at $33.55 per share, and on February 27, 414 shares were withheld at the same price.

These transactions satisfied tax obligations triggered by restricted stock vesting, as described in the footnotes. After these withholdings, Robinson directly owned 35,795 shares of Carter's common stock, some of which remain subject to time- or performance-based restrictions.

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^*

Robinson Antonio

(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 Admin & Comp Ofc Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		F		414(1)	D	$33.55	36,169(2)	D
Common Stock	02/28/2026		F		374(1)	D	$33.55	35,795(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	03/03/2026
	** 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) executive Antonio Robinson report?

Antonio Robinson reported two small share dispositions tied to tax withholding on vested restricted stock. On February 27 and 28, a total of 788 Carter's common shares were withheld, rather than sold on the open market, to cover tax obligations from vesting awards.

Were Antonio Robinson’s Carter's (CRI) Form 4 transactions open-market sales?

No, the Form 4 shows tax-withholding dispositions, not open-market sales. Shares were withheld by the company to satisfy tax obligations arising from the vesting of restricted stock, according to the filing footnotes, rather than actively sold by Robinson in the market.

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

A total of 788 Carter's common shares were withheld for taxes. This included 414 shares on February 27 and 374 shares on February 28, all valued at a transaction price of $33.55 per share to satisfy vesting-related tax liabilities.

How many Carter's (CRI) shares does Antonio Robinson own after these Form 4 transactions?

After the reported tax-withholding dispositions, Antonio Robinson directly owns 35,795 Carter's common shares. The filing notes that some of these holdings are restricted shares subject to time-based or performance-based vesting conditions that may affect when they become fully transferable.

What do the Form 4 footnotes say about Antonio Robinson’s Carter's (CRI) restricted shares?

The footnotes state that the transactions reflect shares withheld to satisfy tax obligations from restricted stock vesting. They also explain that some of Robinson’s remaining shares are restricted, subject to either time-vesting or performance-based conditions before they are fully earned and freely transferable.