Stock grants and forfeitures for Carter’s (NYSE: CRI) executive Robinson

Rhea-AI Filing Summary

Carter’s Inc. executive Antonio Robinson reported several stock-based compensation changes in company common stock. On March 2, 613 shares were withheld at $34.95 per share to cover taxes from vesting restricted stock, and 2,341 shares were forfeited back to the issuer after 2023 performance targets were not fully met.

Robinson also received new equity awards: 7,440 restricted shares, 5,724 restricted shares, and 11,160 performance-based restricted shares. Some awards vest in four equal annual installments beginning one year from grant, some cliff-vest after two years, and certain performance-based shares cliff-vest after three years if specified targets are achieved.

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^*

Robinson Antonio

(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)
	Chf Admin & Comp Ofc Corp Sec

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		613(1)	D	$34.95	35,182(2)	D
Common Stock	03/02/2026		D		2,341(3)	D	$0	32,841(2)	D
Common Stock	03/02/2026		A		7,440(4)	A	$0	40,281(2)	D
Common Stock	03/02/2026		A		5,724(5)	A	$0	46,005(2)	D
Common Stock	03/02/2026		A		11,160(6)	A	$0	57,165(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 restricted shares cliff-vest on the second anniversary of the grant date.

6. 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) executive Antonio Robinson report?

Antonio Robinson reported tax-related share withholding, forfeiture of performance-based shares, and multiple new restricted stock and performance-based awards. The activity reflects routine stock-based compensation adjustments rather than open-market buying or selling of Carter’s common shares.

How many Carter’s (CRI) shares were withheld or forfeited by Antonio Robinson?

Robinson had 613 Carter’s common shares withheld to satisfy tax obligations tied to vesting restricted stock and forfeited 2,341 shares relating to 2023 performance awards where metrics were not fully achieved, returning those shares to the issuer instead of selling them on the open market.

What new stock awards did Antonio Robinson receive from Carter’s (CRI)?

Robinson received three new equity awards in Carter’s common stock: 7,440 restricted shares, 5,724 restricted shares, and 11,160 performance-based restricted shares. These grants form part of his compensation and are subject to time-based or performance-based vesting conditions over future years.

How do Antonio Robinson’s new Carter’s (CRI) restricted shares vest?

Some restricted shares vest in four equal annual installments starting one year after grant, others cliff-vest on the second anniversary, and performance-based restricted shares cliff-vest after three years, contingent on achieving specified performance targets set under Carter’s equity compensation programs.

Were Antonio Robinson’s Carter’s (CRI) transactions open-market buys or sells?

No, the filing shows no open-market buys or sells. Reported dispositions were share withholding to cover taxes and forfeiture of unearned performance awards, while acquisitions were grants of restricted and performance-based shares at a stated price of zero per share.