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Carters Inc (NYSE: CRI) CFO covers taxes with 1,085 withheld shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Carters Inc executive Richard F. Westenberger, the CFO & COO, reported a routine tax-related share disposition. On the vesting of restricted stock, 1,085 shares of common stock were withheld at $35.59 per share to cover tax withholding obligations. After this non-market transaction, he directly holds 170,790 shares, some of which remain restricted under time-based or performance-based conditions.

Positive

  • None.

Negative

  • None.
Insider Westenberger Richard F.
Role CFO & COO
Type Security Shares Price Value
Tax Withholding Common Stock 1,085 $35.59 $39K
Holdings After Transaction: Common Stock — 170,790 shares (Direct)
Footnotes (1)
  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. Some of these shares are restricted shares that are subject to either time-based vesting or performance-based restrictions.
Shares withheld for taxes 1,085 shares Tax withholding from restricted stock vesting
Tax withholding share price $35.59 per share Value applied to 1,085 withheld shares
Shares held after transaction 170,790 shares Direct holdings of CFO & COO after withholding
Tax withholding transactions 1 transaction, 1,085 shares Form 4 transactionSummary taxWithholdingCount/shares
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"
withholding of shares financial
"reflects withholding of shares of common stock to satisfy tax"
performance-based restrictions financial
"subject to either time-based vesting or performance-based restrictions."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Westenberger Richard F.
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CFO & COO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/01/2026F1,085(1)D$35.59170,790(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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-Fact04/02/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Carters Inc (CRI) CFO Richard Westenberger report in this Form 4?

He reported a tax-related share disposition. Specifically, 1,085 shares of Carters Inc common stock were withheld to satisfy tax withholding obligations arising from the vesting of restricted stock, a routine non-market transaction often seen with equity compensation programs.

Was the Carters Inc (CRI) Form 4 transaction an open-market sale of shares?

No, it was not an open-market sale. The Form 4 describes an F-code transaction, meaning 1,085 shares were withheld by the company to cover tax liabilities from restricted stock vesting, rather than being sold by the executive into the public market.

How many Carters Inc (CRI) shares does the CFO hold after this transaction?

Following the tax-withholding event, the CFO directly holds 170,790 shares of Carters Inc common stock. The filing notes that some of these shares remain restricted, subject to time-based vesting or performance-based restrictions tied to his compensation.

What is the significance of transaction code F in the Carters Inc (CRI) Form 4?

Transaction code F indicates shares were used to satisfy tax obligations or exercise costs. In this case, 1,085 Carters Inc shares were withheld to pay taxes on restricted stock vesting, which is a standard administrative step in equity compensation, not a discretionary buy or sell.

What price per share was used for the Carters Inc (CRI) tax-withholding shares?

The withheld shares were valued at $35.59 per share. This per-share figure is used purely to calculate the value of the 1,085 shares applied against the executive’s tax withholding obligations tied to the vesting of his restricted stock.