Carter’s CEO has shares withheld for taxes

Carter’s Inc. CEO & President Douglas C. Palladini reported a tax-related share disposition.

Rhea-AI Filing Summary

Carter’s Inc. CEO & President Douglas C. Palladini reported a tax-related share disposition. On this Form 4, 10,957 shares of Carter’s common stock were withheld at $35.91 per share to cover tax withholding obligations triggered by the vesting of restricted stock. After this withholding, Palladini directly holds 343,211 shares, some of which remain subject to time-based or performance-based restrictions. This event reflects a compensation-related tax payment rather than an open-market sale.

Insider Trade Summary

Exercise Price or Tax Liability: 10,957 shares

Exercise Price or Tax Liability 1 txn

Insider Palladini Douglas C

Role CEO & President

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	10,957	$35.91	$393K

Holdings After Transaction: Common Stock — 343,211 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Some of these shares are restricted shares that are subject to either time-based vesting or performance-based restrictions.

Key Figures

Shares withheld for taxes: 10,957 shares Withholding price: $35.91 per share Shares held after transaction: 343,211 shares

3 metrics

Shares withheld for taxes 10,957 shares Tax-withholding disposition on Carter’s common stock

Withholding price $35.91 per share Value used for tax-withholding shares

Shares held after transaction 343,211 shares Direct holdings of CEO after tax withholding

Key Terms

restricted stock, tax withholding obligations, time-based vesting, performance-based restrictions

4 terms

restricted stock financial

"resulting from the vesting of restricted stock"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

tax withholding obligations financial

"to satisfy tax withholding obligations resulting from the vesting"

time-based vesting financial

"subject to either time-based vesting or performance-based restrictions"

Time-based vesting is a schedule that gives employees or contractors ownership of granted stock or options gradually as they remain with a company, like unlocking rewards in a loyalty program the longer you stick around. For investors, it matters because it affects future share supply, management incentives and staff retention — all of which can influence company performance and dilution of existing shareholders.

performance-based restrictions financial

"subject to either time-based vesting or performance-based restrictions"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Carter’s (CRI) CEO Douglas Palladini report?

Douglas Palladini reported a tax-related disposition where 10,957 Carter’s common shares were withheld. The shares covered tax obligations arising from the vesting of restricted stock, so this was part of compensation mechanics rather than a voluntary open-market sale.

Was the Carter’s (CRI) CEO’s Form 4 transaction an open-market sale?

No. The Form 4 describes a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to satisfy tax obligations from vesting restricted stock, a common administrative step in equity compensation programs.

How many Carter’s (CRI) shares were withheld for taxes in this Form 4?

The filing shows 10,957 Carter’s common shares withheld at $35.91 per share. These shares were used to pay tax withholding obligations tied to vesting restricted stock granted as part of the CEO’s equity compensation.

How many Carter’s (CRI) shares does the CEO hold after this transaction?

After the tax-withholding transaction, Douglas Palladini directly holds 343,211 Carter’s common shares. The footnotes indicate that some of these shares are still restricted, subject to time-based vesting or performance-based conditions.

What triggered the tax-withholding share disposition for Carter’s (CRI) CEO?

The disposition was triggered by the vesting of restricted stock previously granted to the CEO. When these restricted shares vested, the company withheld 10,957 shares to satisfy associated tax obligations, as described in the filing’s footnote F1.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/06/2026 - 04:24 PM EDT Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Palladini Douglas C

(Last) (First) (Middle)

3438 PEACHTREE ROAD NE

SUITE 1800

(Street)

ATLANTA GEORGIA 30326

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2026

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

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

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

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	04/03/2026		F		10,957(1)	D	$35.91	343,211(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.

Remarks:

	/s/Derek Swanson, Attorney-in-Fact	04/06/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)