Carter’s (NYSE: CRI) executive reports tax share disposition on vesting

Rhea-AI Filing Summary

Carter’s Inc. Chief Supply Chain Officer Karen Marie Smith reported a tax-related share disposition linked to restricted stock vesting. On this Form 4, 1,974 shares of common stock were withheld at a price of $42.07 per share to cover tax obligations from vesting restricted stock, rather than being sold in the open market. After this withholding, she directly holds 39,454 shares of Carter’s common stock, some of which remain subject to time-based 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

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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 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 Supply Chain 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		1,974(1)	D	$42.07	39,454(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.
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FAQ

What insider transaction did Carter’s (CRI) report for Karen Marie Smith?

Carter’s reported that Chief Supply Chain Officer Karen Marie Smith had 1,974 shares of common stock withheld. The shares were withheld to satisfy tax obligations arising from the vesting of restricted stock, rather than representing an open-market sale of shares.

How many Carter’s (CRI) shares were withheld and at what price?

A total of 1,974 Carter’s common shares were withheld at $42.07 per share. This withholding covered tax liabilities triggered by restricted stock vesting, according to the Form 4 and its footnote describing the nature of the transaction.

Does the Carter’s (CRI) Form 4 show an open-market sale by Karen Marie Smith?

No, the Form 4 describes a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to meet tax obligations from restricted stock vesting, as clearly stated in the transaction code description and accompanying footnote.

How many Carter’s (CRI) shares does Karen Marie Smith hold after the transaction?

After the tax-withholding disposition, Karen Marie Smith directly holds 39,454 shares of Carter’s common stock. A portion of these shares are still restricted, subject to either time-based vesting schedules or performance-based conditions, as noted in the filing’s second footnote.

What do the footnotes in the Carter’s (CRI) Form 4 explain about the transaction?

The footnotes explain that shares were withheld to satisfy tax obligations from restricted stock vesting. They also clarify that some of the remaining shares are restricted, subject to time-vesting or performance-based requirements rather than being fully unrestricted common stock.

What is the transaction code F in the Carter’s (CRI) Form 4?

Transaction code F indicates a payment of exercise price or tax liability by delivering or withholding securities. In this case, it reflects withholding Carter’s common shares to cover taxes due upon the vesting of restricted stock awards held by Karen Marie Smith.