Carters Inc (CRI) executive reports tax-withholding share disposition

Rhea-AI Filing Summary

Carters Inc Chief Sales Officer Julie D'Emilio reported a tax-related share disposition. On the vesting of restricted stock, 1,711 shares of common stock were withheld on February 26, 2026 at $42.07 per share to cover tax obligations. After this withholding, she directly owned 53,563 shares, 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

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^*

D'Emilio Julie

(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 Sales Officer

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	D	$42.07(1)	53,563(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	03/02/2026
	** 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 CRI executive Julie D'Emilio report?

Julie D'Emilio reported a tax-withholding disposition of Carters Inc common stock. On restricted stock vesting, 1,711 shares were withheld to satisfy tax obligations, rather than sold in the open market, and she continued to hold 53,563 shares afterward.

Was the CRI Form 4 transaction an open-market sale of shares?

The Form 4 transaction was not an open-market sale. It reflects withholding of 1,711 Carters Inc common shares to cover tax obligations triggered by restricted stock vesting, a common non-discretionary mechanism rather than a voluntary sale into the market.

How many CRI shares were withheld for Julie D'Emilio’s taxes?

A total of 1,711 shares of Carters Inc common stock were withheld. The shares were valued at $42.07 per share for this tax-withholding disposition, according to the Form 4, and the event was tied to the vesting of restricted stock awards.

How many CRI shares does Julie D'Emilio hold after the Form 4 event?

After the tax-withholding disposition, Julie D'Emilio directly owned 53,563 Carters Inc common shares. The filing notes that some of these remaining shares are still restricted, subject to either time-based vesting or performance-based conditions before becoming fully unrestricted.

What triggered the tax-withholding share disposition reported by CRI?

The disposition was triggered by the vesting of restricted stock granted to Julie D'Emilio. When the restricted shares vested, Carters Inc withheld 1,711 common shares to satisfy related tax withholding obligations instead of requiring a separate cash payment for those taxes.