Tax withholding trims Carter's Inc (CRI) insider share holdings

Rhea-AI Filing Summary

Carter's Inc executive Antonio Robinson, the Chief Legal and Compliance Officer and Secretary, reported a tax-related share transaction. On February 16, 2026, 276 shares of common stock were withheld at $40.05 per share to cover tax obligations from vesting restricted stock, rather than being sold on the market. Following this withholding, Robinson directly holds 38,031 shares of Carter's common stock, some of which remain subject to time- or performance-based restrictions.

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. Legal & Comp. Ofc & Sec.

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026

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	02/16/2026		F		276(1)	D	$40.05	38,031(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-vesting or performance-based restrictions.

Remarks:

	/s/Derek Swanson, Attorney-in-Fact	02/18/2026
	** 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.

FAQ

What insider transaction did Carter's Inc (CRI) report for Antonio Robinson?

Carter's Inc reported a tax-withholding disposition for Antonio Robinson. On February 16, 2026, 276 common shares were withheld at $40.05 per share to satisfy tax obligations from vesting restricted stock, rather than sold in an open-market transaction.

Did the Carter's Inc (CRI) insider sell shares in the open market?

The transaction was not an open-market sale. Shares were withheld by the company to cover tax liabilities triggered by the vesting of restricted stock, a common administrative process, instead of being voluntarily sold by the insider on the market.

How many Carter's Inc (CRI) shares were withheld and at what price?

A total of 276 Carter's Inc common shares were withheld at $40.05 per share. This withholding was used to satisfy tax obligations arising from the vesting of restricted stock awards held by executive officer Antonio Robinson.

How many Carter's Inc (CRI) shares does Antonio Robinson hold after the transaction?

After the tax-withholding transaction, Antonio Robinson directly holds 38,031 shares of Carter's Inc common stock. According to the disclosure, some of these remaining shares are still restricted and subject to time-based or performance-based vesting conditions.

What caused the tax-withholding share transaction at Carter's Inc (CRI)?

The transaction resulted from the vesting of restricted stock granted to executive Antonio Robinson. When the restricted shares vested, Carter's Inc withheld 276 shares to meet associated tax withholding requirements, as described in the Form 4 footnotes.

What is Antonio Robinson’s role at Carter's Inc (CRI) in this Form 4 filing?

Antonio Robinson is identified as an officer of Carter's Inc, serving as Chief Legal and Compliance Officer and Secretary. The Form 4 reflects changes in his direct holdings of common stock due to tax-withholding on vested restricted stock awards.