Carter's (CRI) CFO gifts 250 shares of stock to Notre Dame

Rhea-AI Filing Summary

Carter's Inc. executive Richard F. Westenberger, the company’s CFO & COO, reported a small disposition of company stock. He transferred 250 shares of Common Stock at a reported price of $0.00 per share.

According to the footnotes, this was a bona fide gift of shares to the University of Notre Dame, rather than a market sale. After the transaction, Westenberger directly holds 175,250 shares of Carter's Inc. common stock, and some of these remaining shares are described as restricted, subject to time-based or performance-based conditions.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Westenberger Richard F.

Role CFO & COO

Type	Security	Shares	Price	Value
Disposition	Common Stock	250	$0.00	--

Holdings After Transaction: Common Stock — 175,250 shares (Direct, null)

Footnotes (1)

1. Represent bona fide gift of securities by the reporting person to the University of Notre Dame. Some of these shares are restricted shares that are subject to either time-based vesting or performance-based restrictions.

Key Figures

Shares gifted: 250 shares Price per share: $0.00 per share Shares after transaction: 175,250 shares

3 metrics

Shares gifted 250 shares Common Stock gifted to University of Notre Dame

Price per share $0.00 per share Reported transaction price for gifted shares

Shares after transaction 175,250 shares Direct holdings following the gift

Key Terms

bona fide gift, restricted shares, performance-based restrictions

3 terms

bona fide gift financial

"Represent bona fide gift of securities by the reporting person to the University of Notre Dame."

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

restricted shares financial

"Some of these shares are restricted shares that are subject to either time-based vesting or performance-based restrictions."

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.

performance-based restrictions financial

"restricted shares that are subject to either time-based vesting or performance-based restrictions."

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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^*

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026

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	06/12/2026		D		250(1)	D	$0	175,250(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. Represent bona fide gift of securities by the reporting person to the University of Notre Dame.

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	06/15/2026
	** 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 insider transaction did Carter's (CRI) report for Richard F. Westenberger?

Carter's (CRI) reported that CFO & COO Richard F. Westenberger disposed of 250 shares of Common Stock. Footnotes explain this was a bona fide gift of securities to the University of Notre Dame, not an open-market sale.

Was the Carter's (CRI) insider transaction a sale or a gift?

The transaction was a bona fide gift, not a market sale. Although coded as a disposition, footnotes clarify that 250 shares were gifted to the University of Notre Dame, with no cash proceeds reported for the insider.

How many Carter's (CRI) shares does Richard F. Westenberger hold after this filing?

After the reported gift, Richard F. Westenberger directly holds 175,250 shares of Carter's Inc. Common Stock. Footnotes note that some of these remaining shares are restricted and subject to time-based or performance-based vesting conditions.

What role does Richard F. Westenberger hold at Carter's (CRI)?

Richard F. Westenberger serves as Carter's Inc. Chief Financial Officer and Chief Operating Officer. His Form 4 filing reflects his status as an officer rather than a director or 10% owner, providing context for his reported equity holdings and transactions.

Did the Carter's (CRI) insider transaction involve restricted shares?

Yes, the footnotes state that some of Richard F. Westenberger’s remaining Carter's shares are restricted. These restricted shares are subject to either time-based vesting schedules or performance-based restrictions, which can affect when they fully vest to him.

Does the Carter's (CRI) insider gift significantly change Westenberger’s holdings?

The gift of 250 shares represents a small change relative to his 175,250 post-transaction shares. This indicates the transaction is modest in scale, with the executive retaining a substantial direct ownership stake in Carter's Inc. common stock after the gift.