Carter’s (CRI) officer has 543 shares withheld to cover tax obligation

Rhea-AI Filing Summary

Carter’s Inc officer Antonio Robinson reported a routine share disposition related to equity compensation. On the vesting of restricted stock, 543 shares of common stock were withheld at $35.59 per share to cover tax withholding obligations. After this non-market transaction, Robinson directly holds 56,622 shares of Carter’s common stock, some of which remain subject to time-based or performance-based restrictions.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Robinson Antonio

Role Chf Admin & Comp Ofc Corp Sec

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	543	$35.59	$19K

Holdings After Transaction: Common Stock — 56,622 shares (Direct)

Footnotes (1)

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

Key Figures

Shares withheld for taxes: 543 shares Withholding share value: $35.59 per share Shares held after transaction: 56,622 shares

3 metrics

Shares withheld for taxes 543 shares Withholding on restricted stock vesting for tax obligations

Withholding share value $35.59 per share Value used for tax-withholding disposition

Shares held after transaction 56,622 shares Direct holdings following tax-withholding disposition

Key Terms

restricted stock, tax withholding obligations, restricted shares

3 terms

restricted stock financial

"resulting from the vesting of restricted stock"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

tax withholding obligations financial

"to satisfy tax withholding obligations resulting from the vesting"

restricted shares financial

"Some of these shares are restricted shares that are subject"

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.

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^*

Robinson Antonio

(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)
	Chf Admin & Comp Ofc Corp Sec

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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	04/01/2026		F		543(1)	D	$35.59	56,622(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.

Remarks:

	/s/Derek Swanson, Attorney-in-Fact	04/02/2026
	** 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 did Carter’s (CRI) officer Antonio Robinson report in this Form 4?

Antonio Robinson reported a tax-related disposition of shares. 543 shares of Carter’s common stock were withheld to satisfy tax obligations from restricted stock vesting, and he now directly holds 56,622 shares, including some still subject to vesting or performance conditions.

Was the Carter’s (CRI) Form 4 transaction an open-market sale of shares?

No, the transaction was not an open-market sale. It reflects shares of common stock withheld by the company to satisfy tax withholding obligations triggered by the vesting of restricted stock awarded to Antonio Robinson as compensation.

How many Carter’s (CRI) shares were withheld for taxes in this filing?

A total of 543 shares of Carter’s common stock were withheld. The shares were valued at $35.59 each for the purpose of covering tax withholding obligations associated with the vesting of Robinson’s restricted stock award.

How many Carter’s (CRI) shares does Antonio Robinson hold after this Form 4 transaction?

After the tax-withholding disposition, Antonio Robinson directly holds 56,622 shares of Carter’s common stock. According to the filing, some of these shares are restricted and remain subject to time-based vesting or performance-based restrictions under the company’s equity plans.

What triggered the tax withholding reported in the Carter’s (CRI) Form 4?

The tax withholding was triggered by the vesting of restricted stock granted to Antonio Robinson. When these restricted shares vested, the company withheld 543 shares of common stock to satisfy associated tax obligations, instead of requiring a separate cash payment for those taxes.