Carters (NYSE: CRI) CEO receives two stock grants with vesting terms

Rhea-AI Filing Summary

Palladini Douglas C reported acquisition or exercise transactions in this Form 4 filing.

Carters, Inc. reported that CEO and President Douglas C. Palladini received two grants of common stock on March 2, 2026. The awards covered 62,947 and 94,421 shares at a grant price of $0.00 per share, reflecting equity compensation rather than an open-market purchase.

Footnotes explain that portions of these awards are restricted shares that vest in four equal annual installments beginning one year from the grant date, and that some are performance-based restricted shares whose vesting after three years depends on achieving specified targets.

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^*

Palladini Douglas C

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & President

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		A		62,947(1)	A	$0	259,747(2)	D
Common Stock	03/02/2026		A		94,421(3)	A	$0	354,168(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. These restricted shares are subject to restrictions that lapse in four equal annual installments beginning one year from the grant date.

2. Restricted shares that are subject to both time-based vesting and performance-based targets.

3. 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.
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FAQ

What insider transaction did Carters (CRI) CEO Douglas Palladini report?

Douglas C. Palladini reported receiving two grants of Carters common stock as equity awards. The grants covered 62,947 and 94,421 shares at a grant price of $0.00 per share, reflecting compensation rather than an open-market purchase of CRI shares.

Were the Carters (CRI) CEO stock grants time-vested or performance-based?

The reported stock awards include both time-vested and performance-based restricted shares. Some shares vest in four equal annual installments starting one year after the grant, while separate performance-based restricted shares cliff vest after three years if specified performance targets are achieved.

How many Carters (CRI) shares did the CEO hold after these grants?

After the reported grants, Douglas C. Palladini’s Form 4 shows updated direct ownership lines of 259,747 and 354,168 common shares. These figures reflect holdings following each respective award entry, as disclosed in the non-derivative transaction tables for Carters common stock.

Did the Carters (CRI) CEO buy shares in the open market?

The transactions disclosed are equity awards coded as grants or other acquisitions, not open-market purchases. Both grants list a transaction price of $0.00 per share, indicating stock-based compensation rather than buying CRI shares on the market at a quoted share price.

What is the vesting schedule for the Carters (CRI) CEO’s restricted shares?

The filing notes that some restricted shares vest in four equal annual installments beginning one year from the grant date. Additional performance-based restricted shares vest in a single tranche after three years, provided certain performance targets are achieved during the specified measurement period.