Executive at Carter’s Inc (CRI) receives new restricted and performance share grants

Rhea-AI Filing Summary

Scanlon Emily DeHaven Evert reported acquisition or exercise transactions in this Form 4 filing.

Carter’s Inc chief strategy officer Emily DeHaven Evert Scanlon reported receiving two equity awards of common stock on March 2, 2026. The awards, recorded at no cash cost per share, were classified as grants or awards rather than open‑market purchases.

The filing describes these as restricted shares subject to time-based and performance-based vesting conditions. Some vest in four equal annual installments beginning one year after grant, while others cliff vest after three years based on achieving specified performance targets.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Scanlon Emily DeHaven Evert

Role Chief Strategy Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	7,440	$0.00	--
Grant/Award	Common Stock	11,160	$0.00	--

Holdings After Transaction: Common Stock — 86,308 shares (Direct)

Footnotes (1)

1. These restricted shares are subject to restrictions that lapse in four equal annual installments beginning one year from the grant date. Restricted shares that are subject to time-based vesting restrictions. These performance-based restricted shares cliff vest three years from the grant date based upon the achievement of certain targets. Restricted shares that are subject to both time-based vesting and performance-based targets.

Form 4 Insider Transactions: What Each Field Means →

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^*

Scanlon Emily DeHaven Evert

(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 Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		A		7,440(1)	A	$0	86,308(2)	D
Common Stock	03/02/2026		A		11,160(3)	A	$0	97,468(4)	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. These restricted shares are subject to restrictions that lapse in four equal annual installments beginning one year from the grant date.

2. Restricted shares that are subject to time-based vesting restrictions.

3. These performance-based restricted shares cliff vest three years from the grant date based upon the achievement of certain targets.

4. Restricted shares that are subject to both time-based vesting and performance-based targets.

Remarks:

	/s/Derek Swanson, Attorney-in-Fact	03/04/2026
	** 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 Inc (CRI) report on this Form 4?

Carter’s Inc reported that chief strategy officer Emily DeHaven Evert Scanlon received two grants of common stock. Both transactions were classified as grant or award acquisitions, not open-market buys, and involved restricted shares subject to time-based and performance-based vesting conditions disclosed in the footnotes.

How many Carter’s Inc (CRI) shares were granted to the chief strategy officer?

Emily DeHaven Evert Scanlon received grants of 7,440 and 11,160 shares of Carter’s common stock. These awards were recorded at a price of zero per share and are structured as restricted shares with specified time-based and performance-based vesting conditions described in the accompanying footnotes.

What vesting schedule applies to the new Carter’s Inc (CRI) restricted share awards?

Some restricted shares vest in four equal annual installments beginning one year from the grant date. Other performance-based restricted shares cliff vest three years from the grant date, based on achieving defined performance targets, and certain awards combine both time-based vesting and performance-based conditions together.

Was cash paid for the Carter’s Inc (CRI) shares granted to the executive?

No cash was paid for these grants; the transactions show a price of 0.0000 per share. The awards are characterized as grants or awards of restricted common stock, subject to specified time-based and performance-based vesting conditions outlined in the Form 4 footnotes.

What is Emily Scanlon’s role at Carter’s Inc (CRI) in this Form 4?

The Form 4 identifies Emily DeHaven Evert Scanlon as an officer and chief strategy officer of Carter’s Inc. She is the reporting person for the two grant or award acquisitions of restricted common stock detailed in the filing on March 2, 2026.

How did the Carter’s Inc (CRI) Form 4 classify these insider transactions?

Both transactions were coded as “A,” described as a grant, award, or other acquisition of non-derivative common stock. The filing labels the direction as acquisitions rather than open-market buys or sales, and ties the awards to restricted and performance-based vesting terms.