Carter’s interim CEO gets 4,710-share stock award

Westenberger Richard F. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Westenberger Richard F. reported acquisition or exercise transactions in this Form 4 filing.

Carter’s Inc. reported that interim CEO, President, CFO and COO Richard F. Westenberger received a grant of 4,710 shares of common stock as a quarterly stock award for his interim CEO & President role. The award was granted at no cash cost to him.

These are restricted shares that cliff vest on the first anniversary of the grant date, and some of his holdings remain subject to time-based or performance-based restrictions. After this grant, he directly owns 175,500 shares of Carter’s common stock.

Insider Trade Summary

Grant/Award: 4,710 shares

Grant/Award 1 txn

Insider Westenberger Richard F.

Role Interim CEO & PRES., CFO & COO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,710	$0.00	$0.00

Holdings After Transaction: Common Stock — 175,500 shares (Direct)

Footnotes (2)

1. F1. Represent shares of common stock awarded to the reporting person on a quarterly basis for his role as interim CEO & President. These restricted shares cliff vest on the first anniversary of the grant date.
2. F2. Some of these shares are restricted shares that are subject to either time-based vesting or performance-based restrictions.

Key Figures

Stock award: 4,710 shares Award price: $0.0000 per share Post-transaction holdings: 175,500 shares +1 more

4 metrics

Stock award 4,710 shares Quarterly restricted stock grant for interim CEO & President role

Award price $0.0000 per share Grant/award acquisition, no cash paid by insider

Post-transaction holdings 175,500 shares Direct ownership after the 4,710-share award

Vesting schedule 1-year cliff vest Restricted shares vest on first anniversary of grant date

Key Terms

restricted shares, cliff vest, time-based vesting, performance-based restrictions, +1 more

5 terms

restricted shares financial

"Represent shares of common stock awarded to the reporting person on a quarterly basis for his role as interim CEO & President. These restricted shares cliff vest..."

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.

cliff vest financial

"These restricted shares cliff vest on the first anniversary of the grant date."

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.

time-based vesting financial

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

Time-based vesting is a schedule that gives employees or contractors ownership of granted stock or options gradually as they remain with a company, like unlocking rewards in a loyalty program the longer you stick around. For investors, it matters because it affects future share supply, management incentives and staff retention — all of which can influence company performance and dilution of existing shareholders.

performance-based restrictions financial

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

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Carter’s (CRI) report for Richard Westenberger?

Carter’s reported that Richard F. Westenberger received a grant of 4,710 shares of common stock as a quarterly stock award. The shares were granted at no cash cost and increase his direct ownership in the company.

How many Carter’s (CRI) shares does Richard Westenberger hold after this grant?

Following the stock award, Richard F. Westenberger directly holds 175,500 shares of Carter’s common stock. This figure reflects his position after receiving the additional 4,710 restricted shares disclosed in the insider transaction.

What are the vesting terms of Richard Westenberger’s new Carter’s (CRI) stock award?

The 4,710 shares granted to Richard F. Westenberger are restricted shares that cliff vest on the first anniversary of the grant date. He must remain eligible through that full year for the award to fully vest.

Why did Richard Westenberger receive restricted Carter’s (CRI) shares?

The filing states these restricted shares were awarded to Richard F. Westenberger on a quarterly basis for his role as interim CEO & President. This indicates the grant is part of his ongoing executive compensation package.

Are all of Richard Westenberger’s Carter’s (CRI) shares fully vested?

No. The filing notes that some of his shares are restricted and subject to time-based vesting or performance-based restrictions. This means a portion of his holdings will vest only if certain conditions are met.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 04:16 PM EDT Learn about SEC filing dates

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^*

Westenberger Richard F.

(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)
	Interim CEO & PRES., CFO & COO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

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	05/14/2026		A		4,710(1)	A	$0	175,500(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. Represent shares of common stock awarded to the reporting person on a quarterly basis for his role as interim CEO & President. These restricted shares cliff vest on the first anniversary of the grant date.

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	05/15/2026
	** 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)