Carters (NYSE: CRI) grants 4,444 restricted shares to admin chief

Rhea-AI Filing Summary

Robinson Antonio reported acquisition or exercise transactions in this Form 4 filing.

Carter’s Inc. executive Antonio Robinson, the Chief Administrative & Compensation Officer and Corporate Secretary, received a grant of 4,444 shares of common stock as a share award. The shares were granted at $0.00 per share, reflecting compensation rather than an open-market purchase.

The filing states these are restricted shares that cliff-vest on the first anniversary of the grant date, meaning they all vest at once after one year. After this award, Robinson directly holds 61,066 shares of Carter’s common stock, some of which remain subject to time-based or performance-based restrictions.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Robinson Antonio

Role Chf Admin & Comp Ofc Corp Sec

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,444	$0.00	--

Holdings After Transaction: Common Stock — 61,066 shares (Direct, null)

Footnotes (1)

1. These restricted shares cliff-vest on the first anniversary of the grant date. Some of these shares are restricted shares that are subject to either time-based vesting or performance-based restrictions.

Key Figures

Restricted stock grant: 4,444 shares Grant price: $0.00 per share Shares held after transaction: 61,066 shares +1 more

4 metrics

Restricted stock grant 4,444 shares Common stock award to Antonio Robinson

Grant price $0.00 per share Restricted stock compensation, not open-market purchase

Shares held after transaction 61,066 shares Direct holdings of Antonio Robinson following grant

Cliff vesting period 1 year Restricted shares cliff-vest on first anniversary of grant date

Key Terms

restricted shares, cliff-vest, time-based vesting, performance-based restrictions, +1 more

5 terms

restricted shares financial

"These restricted shares cliff-vest on the first anniversary of the grant date."

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

cliff-vest financial

"These restricted shares cliff-vest on the first anniversary of the grant date."

time-based vesting financial

"subject to either time-based vesting or performance-based restrictions."

Time-based vesting is a schedule that gives employees or contractors ownership of granted stock or options gradually as they remain with a company, like unlocking rewards in a loyalty program the longer you stick around. For investors, it matters because it affects future share supply, management incentives and staff retention — all of which can influence company performance and dilution of existing shareholders.

performance-based restrictions financial

"subject to either time-based vesting or performance-based restrictions."

grant, award, or other acquisition financial

"transaction code description is Grant, award, or other acquisition."

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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^*

Robinson Antonio

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chf Admin & Comp Ofc Corp Sec

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/14/2026		A		4,444(1)	A	$0	61,066(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. These restricted shares cliff-vest on the first anniversary of the grant date.

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-Fact	05/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Carter’s (CRI) executive Antonio Robinson report in this Form 4?

Antonio Robinson reported receiving a grant of 4,444 shares of Carter’s common stock as compensation. The award was priced at $0.00 per share, indicating a restricted stock grant rather than an open-market purchase.

How many Carter’s (CRI) shares does Antonio Robinson hold after this grant?

Following the reported grant, Antonio Robinson directly holds 61,066 shares of Carter’s common stock. This total includes restricted shares that are subject to time-based or performance-based vesting conditions as described in the filing’s footnotes.

What vesting terms apply to the 4,444 Carter’s (CRI) shares granted to Robinson?

The 4,444 granted shares are restricted shares that cliff-vest on the first anniversary of the grant date. Cliff vesting means the entire award vests at once after one year, rather than gradually over multiple periods.

Were Antonio Robinson’s Carter’s (CRI) shares in this Form 4 bought on the open market?

No, the shares were not bought on the open market. The filing classifies the transaction as a grant or award acquisition with a price of $0.00 per share, indicating stock-based compensation rather than a purchase.

Are all of Antonio Robinson’s Carter’s (CRI) shares fully vested?

Not all of his shares are fully vested. The footnotes explain that some shares are restricted and remain subject to time-based vesting or performance-based restrictions, so they become fully owned only after meeting those conditions.

Does this Carter’s (CRI) Form 4 indicate any insider selling by Antonio Robinson?

The Form 4 shows no insider sales by Antonio Robinson. It reports only an acquisition through a grant or award of 4,444 restricted shares, with no dispositions or tax-withholding transactions listed.