CARTERS INC (CRI) officer has 1,124 shares withheld for taxes after vesting

Rhea-AI Filing Summary

CARTERS INC executive Karen Marie Smith, Chief Supply Chain Officer, reported a tax-related share disposition. On 2026-08-12, 1,124 shares of common stock were withheld at $39.06 per share to satisfy tax withholding obligations arising from the vesting of restricted stock. After this transaction, she directly holds 54,451 shares, some of which remain subject to time-based or performance-based restrictions.

Insider Trade Summary

Net Seller: 1,124 shares

Net Sell 1 txn

Insider Smith Karen Marie

Role Chief Supply Chain Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	1,124	$39.06	$44K

Holdings After Transaction: Common Stock — 54,451 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: 1,124 shares Withholding price: $39.06 per share Shares held after transaction: 54,451 shares

3 metrics

Shares withheld for taxes 1,124 shares Common stock withheld on 2026-08-12 to satisfy tax withholding obligations

Withholding price $39.06 per share Value applied to the 1,124 withheld shares of common stock

Shares held after transaction 54,451 shares Directly held CARTERS INC common shares following the withholding transaction

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

"restricted shares that are subject to either time-based vesting"

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

What insider transaction did CARTERS INC (CRI) report for Karen Marie Smith?

CARTERS INC reported that Karen Marie Smith had 1,124 shares of common stock withheld on 2026-08-12 to cover tax obligations from vesting restricted stock, leaving her with 54,451 shares held directly.

Was the CARTERS INC (CRI) Form 4 transaction a market sale or tax withholding?

The Form 4 shows a tax withholding transaction, not an open market sale. 1,124 shares were withheld to satisfy tax withholding obligations triggered by restricted stock vesting.

How many CARTERS INC (CRI) shares does Karen Marie Smith hold after this Form 4?

Following the reported transaction, Karen Marie Smith directly holds 54,451 shares of CARTERS INC common stock. The filing notes that some of these shares remain restricted under time-based or performance-based vesting conditions.

What was the price used for the tax-withholding shares in the CARTERS INC (CRI) Form 4?

The withheld shares were valued at $39.06 per share. This price was applied to 1,124 shares of common stock that were withheld to satisfy tax withholding obligations from restricted stock vesting.

What type of equity was involved in the CARTERS INC (CRI) tax-withholding transaction?

The transaction involved restricted stock that vested, creating tax withholding obligations. To meet these obligations, 1,124 shares of CARTERS INC common stock were withheld instead of being received as freely tradable shares.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/13/2026 - 04:27 PM Accepted by SEC EDGAR 08/13/2026 - 04:26 PM 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^*

Smith Karen Marie

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2026

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	08/12/2026		F		1,124	D	$39.06(1)	54,451(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	08/13/2026
	** 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)