Carter’s (CRI) executive logs tax-withholding share disposition on RSU vest

Rhea-AI Filing Summary

Carter’s Inc. executive Allison Peterson reported a tax-related share disposition tied to restricted stock vesting. On the reported date, 1,711 shares of common stock were withheld at a price of $42.07 per share to satisfy tax withholding obligations triggered by the vesting of restricted stock awards. This was not an open-market sale, but an automatic share withholding. After this transaction, Peterson directly owned 49,123 shares of Carter’s common stock, some of which remain subject to time-based vesting 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

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^*

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)
02/26/2026

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	02/26/2026		F		1,711(1)	D	$42.07	49,123(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	03/02/2026
	** 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.

FAQ

What insider transaction did Carter’s (CRI) executive Allison Peterson report?

Allison Peterson reported a disposition of 1,711 Carter’s common shares. The shares were withheld at $42.07 each to cover tax obligations arising from restricted stock vesting, rather than sold in the open market, and were recorded as a tax-withholding disposition.

Was the Carter’s (CRI) insider transaction an open-market sale of shares?

No, the transaction was not an open-market sale. Shares were withheld by the company to satisfy tax withholding obligations from restricted stock vesting, a common administrative mechanism, rather than a discretionary decision to sell shares on the public market.

How many Carter’s (CRI) shares did Allison Peterson hold after the reported transaction?

After the transaction, Allison Peterson directly held 49,123 shares of Carter’s common stock. According to the disclosure, some of these remaining shares are restricted stock subject to time-based vesting conditions, meaning they will fully vest only after specified service periods.

What does transaction code “F” mean in the Carter’s (CRI) Form 4 filing?

Transaction code “F” indicates payment of an exercise price or tax liability by delivering securities. In this case, 1,711 Carter’s shares were withheld to cover tax withholding obligations related to the vesting of restricted stock, instead of using cash to satisfy those taxes.

Why were Carter’s (CRI) shares withheld from Allison Peterson upon restricted stock vesting?

Shares were withheld to satisfy tax withholding obligations created when restricted stock vested. When such awards vest, they are treated as taxable income, and companies often automatically withhold a portion of shares to cover required payroll and income tax liabilities.

Are all of Allison Peterson’s Carter’s (CRI) shares fully vested after this Form 4 event?

No, not all shares are fully vested. The filing notes that some of the reported holdings are restricted shares subject to time-vesting restrictions, meaning they will become fully owned only after meeting specified future service-based vesting conditions.