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Carter’s (NYSE: CRI) CEO receives time- and performance-based stock awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

John Sharon Price reported acquisition or exercise transactions in this Form 4 filing.

Carter’s Inc. CEO & President John Sharon Price received two equity grants of common stock as compensation. One grant covers 93,302 time-based restricted shares that vest in four equal annual installments on March 2, 2027, 2028, 2029, and 2030 under an offer letter dated April 27, 2026. A second grant covers 62,204 performance-based restricted shares that cliff vest after the Compensation & Human Capital Committee certifies achievement of specified fiscal 2026–2028 performance metrics, expected in early 2029 if those goals are met.

Positive

  • None.

Negative

  • None.
Insider John Sharon Price
Role CEO & President
Type Security Shares Price Value
Grant/Award Common Stock 62,204 $0.00 --
Grant/Award Common Stock 93,302 $0.00 --
Holdings After Transaction: Common Stock — 62,204 shares (Direct, null)
Footnotes (1)
  1. These time-based restricted shares vest in four equal annual installments on March 2, 2027, March 2, 2028, March 2, 2029, and March 2, 2030, as required under that certain Offer Letter, dated April 27, 2026, entered into between Ms. John and the Company. These performance-based restricted shares cliff vest in connection with the Compensation & Human Capital Committee's certification of the achievement of certain fiscal 2026 through 2028 performance metrics, expected to occur in early 2029 if those performance metrics are met.
Time-based restricted shares granted 93,302 shares Common Stock grant to CEO on June 15, 2026
Performance-based restricted shares granted 62,204 shares Common Stock grant to CEO on June 15, 2026
Shares held after time-based grant entry 155,506 shares Total common shares following time-based grant entry
Shares held after performance-based grant entry 62,204 shares Total common shares following performance-based grant entry
Vesting schedule for time-based shares 4 equal annual installments Vesting on March 2, 2027–2030 under offer letter
Performance period for performance-based shares Fiscal 2026–2028 Metrics certified by Compensation & Human Capital Committee
Expected certification timing Early 2029 For performance-based restricted share cliff vesting
Grant price per share $0.0000 per share Stated price for both restricted stock grants
time-based restricted shares financial
"These time-based restricted shares vest in four equal annual installments"
Time-based restricted shares are company stock granted to employees or insiders that cannot be sold or fully owned until they unlock after a set period of time. Think of them like a savings account that gradually becomes accessible: they help keep key people tied to the company and can change the total number of tradable shares when they become available, which matters for investor returns and expectations about future selling pressure.
performance-based restricted shares financial
"These performance-based restricted shares cliff vest in connection with"
Performance-based restricted shares are company stock grants that only become the recipient’s to keep if the business or individual meets specific financial or operational targets over time. For investors, they matter because they align management pay with company results—encouraging goal-focused decisions—but can also affect share count and reported earnings if many shares are earned and issued.
cliff vest financial
"performance-based restricted shares cliff vest in connection with the Compensation"
A cliff vest is a schedule for stock options or restricted shares where no ownership rights are earned until a fixed date, after which a set portion becomes fully owned all at once — like a probation period that suddenly unlocks pay. Investors watch cliff vests because they influence when insiders can sell shares, affect staff retention and dilution timing, and help predict short-term changes in a company’s shareholder makeup.
Compensation & Human Capital Committee financial
"in connection with the Compensation & Human Capital Committee's certification"
Offer Letter financial
"as required under that certain Offer Letter, dated April 27, 2026"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
John Sharon Price
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO & President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/15/2026A62,204(1)A$062,204D
Common Stock06/15/2026A93,302(2)A$0155,506D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. These time-based restricted shares vest in four equal annual installments on March 2, 2027, March 2, 2028, March 2, 2029, and March 2, 2030, as required under that certain Offer Letter, dated April 27, 2026, entered into between Ms. John and the Company.
2. These performance-based restricted shares cliff vest in connection with the Compensation & Human Capital Committee's certification of the achievement of certain fiscal 2026 through 2028 performance metrics, expected to occur in early 2029 if those performance metrics are met.
Remarks:
/s/Derek Swanson, Attorney-in-Fact06/17/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Carter's (CRI) report for CEO John Sharon Price?

Carter’s reported that CEO & President John Sharon Price received two grants of common stock as equity compensation: 93,302 time-based restricted shares and 62,204 performance-based restricted shares, both awarded at no cash cost to the executive.

How do the time-based restricted shares for Carter's (CRI) CEO vest?

The 93,302 time-based restricted shares vest in four equal annual installments. Vesting dates are March 2, 2027, March 2, 2028, March 2, 2029, and March 2, 2030, as required under the April 27, 2026 offer letter between the executive and the company.

What are the performance conditions on Carter's (CRI) CEO performance-based restricted shares?

The 62,204 performance-based restricted shares cliff vest only if certain fiscal 2026 through 2028 performance metrics are achieved. Vesting occurs upon the Compensation & Human Capital Committee’s certification, which is expected in early 2029 if those metrics are met.

Did Carter's (CRI) CEO pay cash for these restricted stock awards?

No cash changed hands in the grants. Both the 93,302 time-based restricted shares and the 62,204 performance-based restricted shares were awarded at a stated price of $0.0000 per share, reflecting compensation rather than open-market purchases.

How many Carter's (CRI) common shares does the CEO hold after the grant of time-based shares?

After the 93,302 time-based restricted share grant, the Form 4 shows John Sharon Price holding 155,506 common shares in that entry. A separate entry for the 62,204 performance-based shares lists 62,204 shares following that transaction.

Are Carter's (CRI) CEO restricted stock awards subject to board oversight?

Yes. The performance-based restricted shares vest only after the Compensation & Human Capital Committee certifies that specified fiscal 2026–2028 performance metrics were achieved, highlighting direct committee oversight of the award’s vesting conditions.