Carter's (CRI) Director Receives 16.8031 Shares as Dividend Credit

Rhea-AI Filing Summary

Hali Borenstein, a director of Carter's, Inc. (CRI), received 16.8031 shares of the issuer's common stock on 09/12/2025 at no cash cost under the companys director deferred compensation program. Following the transaction, the reporting persons total beneficial ownership is reported as 16,991.8143 shares. The Form 4 was filed by one reporting person and signed by an attorney-in-fact on 09/12/2025. The filing explains these shares were credited as a dividend payment and will be settled pursuant to the deferred compensation plan.

Positive

• Director received equity compensation via the company's deferred compensation program, aligning director interests with shareholders
• Transaction is administrative and non-cash, indicating no immediate insider selling pressure

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received a small number of shares via deferred compensation dividend; routine, non-cash transaction with limited investor impact.

The Form 4 documents a typical director compensation settlement: 16.8031 common shares were credited at $0 under the companys director deferred compensation program and added to the reporting persons beneficial holdings, bringing the total to 16,991.8143 shares. This is an administrative issuance tied to compensation and dividends rather than a market purchase or sale. There is no indication of exercise of options, cash consideration, or changes to board status. Materiality to shareholders is minimal given the small number of shares and the non-cash nature of the transaction.

Securities Analyst

TL;DR: Reported issuance is a dividend-related credit to a director's deferred compensation account; not a market-moving event.

The transaction date is 09/12/2025 and the filing shows an acquisition code (A) of 16.8031 shares at a reported price of $0, consistent with shares issued as compensation/dividend credits. The filing was singular (one reporting person) and executed by an attorney-in-fact. No derivative transactions, dispositions, or other securities activity are reported. For investors focused on insider trading activity, this entry signals routine compensation mechanics rather than insider buying or selling based on corporate developments.

09/12/2025 - 04:21 PM

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

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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^*

Borenstein Hali

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

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	09/12/2025		A		16.8031(1)	A	$0	16,991.8143	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. Represents shares of common stock credited to the Reporting Person as a result of a dividend payment with respect to the Company's common stock, in accordance with and to be settled pursuant to the terms of the Company's director deferred compensation program.

Remarks:

	/s/Derek Swanson, Attorney-in-Fact	09/12/2025
	** 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 transaction did Hali Borenstein report on Form 4 for CRI?

The filing reports an acquisition of 16.8031 shares of Carter's, Inc. common stock on 09/12/2025, credited under the director deferred compensation program.

Was any cash paid for the shares reported by the director on this Form 4?

No; the Form 4 shows a reported price of $0, and the explanation states the shares were credited as a dividend payment under the deferred compensation plan.

How many shares does the reporting person beneficially own after the reported transaction?

The Form 4 reports a total beneficial ownership of 16,991.8143 shares following the transaction.

Does this Form 4 show option exercises or derivative transactions for CRI?

No. Table II for derivative securities shows no entries; the filing only documents a non-derivative stock credit.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by /s/ Derek Swanson, Attorney-in-Fact and dated 09/12/2025.