Carter’s (CRI) sales chief reports tax withholding, grants and forfeiture

Rhea-AI Filing Summary

Carter’s Inc. Chief Sales Officer Julie D’Emilio reported several equity-related transactions in company stock. On March 2, 2026, 891 shares of common stock were withheld at $34.95 per share to cover tax obligations tied to vesting restricted stock, and 3,404 shares were forfeited after 2023 performance goals were not fully met. She also received two stock grants totaling 18,600 shares (7,440 time-based restricted shares and 11,160 performance-based restricted shares), which vest over multi‑year schedules. After these transactions, she directly held 66,824 common shares.

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^*

D'Emilio Julie

(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 Sales Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		F		891(1)	D	$34.95	51,628(2)	D
Common Stock	03/02/2026		D		3,404(3)	D	$0	48,224(2)	D
Common Stock	03/02/2026		A		7,440(4)	A	$0	55,664(2)	D
Common Stock	03/02/2026		A		11,160(5)	A	$0	66,824(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-based vesting or performance-based restrictions.

3. The transaction reflected in this Form 4 reflects the forfeiture of shares relating to performance awards granted in 2023, under which the performance metrics were not fully attained.

4. These restricted shares are subject to restrictions that lapse in four equal annual installments beginning one year from the grant date.

5. These performance-based restricted shares cliff vest three years from the grant date based upon the achievement of certain targets.

Remarks:

	/s/Derek Swanson, Attorney-in-Fact	03/04/2026
	** 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).
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FAQ

What insider transactions did Carter's (CRI) Chief Sales Officer report?

Julie D’Emilio reported tax-related share withholding, a forfeiture, and new grants. On March 2, 2026, shares were withheld to satisfy taxes, performance-based shares were forfeited, and she received new restricted and performance-based stock awards with multi-year vesting schedules.

Did Carter's (CRI) executive Julie D’Emilio buy or sell shares on the open market?

The filing does not show open-market buying or selling. Reported dispositions reflect tax withholding and a forfeiture of performance-based shares, while acquisitions are stock grants and awards from the company rather than market purchases.

How many Carter's (CRI) shares were withheld for Julie D’Emilio’s taxes?

A total of 891 Carter’s common shares were withheld at $34.95 per share. This withholding satisfied tax obligations related to the vesting of restricted stock, meaning no cash sale into the market was reported for this portion.

What performance-based shares did Carter's (CRI) executive forfeit?

Julie D’Emilio forfeited 3,404 Carter’s common shares tied to 2023 performance awards. The filing explains that performance metrics for these awards were not fully met, so a portion of the shares did not vest and was returned to the issuer.

What new stock awards did Carter's (CRI) grant to Julie D’Emilio?

She received two awards totaling 18,600 common shares: 7,440 time-based restricted shares and 11,160 performance-based restricted shares. The time-based shares vest in four annual installments, while the performance-based shares cliff vest after three years if targets are achieved.

How many Carter's (CRI) shares does Julie D’Emilio hold after these transactions?

After the reported March 2, 2026 transactions, Julie D’Emilio directly holds 66,824 shares of Carter’s common stock. This figure includes restricted and performance-based shares that will vest over time and remain subject to stated vesting or performance conditions.