Tax-withholding share disposition by Carters (CRI) chief sales officer

Rhea-AI Filing Summary

Carters Inc Chief Sales Officer Julie D'Emilio reported a tax-withholding share disposition related to equity compensation. On the reported date, 398 shares of common stock were withheld at an implied price of $40.05 per share to cover tax obligations from vesting restricted stock. After this non-market transaction, she directly owned 55,274 common shares, some of which remain subject to time-based or performance-based vesting restrictions.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider D'Emilio Julie

Role Chief Sales Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	398	$40.05	$16K

Holdings After Transaction: Common Stock — 55,274 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-vesting or performance-based restrictions.

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

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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^*

D'Emilio Julie

(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)
	Chief Sales Officer

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		398(1)	D	$40.05	55,274(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 Carters (CRI) report for Julie D'Emilio?

Carters reported that Chief Sales Officer Julie D'Emilio had 398 common shares withheld to cover tax obligations from vesting restricted stock, at an implied price of $40.05 per share, rather than executing an open-market stock sale.

Was the Carters (CRI) Form 4 transaction an open-market stock sale?

No, the Form 4 shows a tax-withholding disposition. Shares were withheld by the company to satisfy tax liabilities from restricted stock vesting, not sold by Julie D'Emilio on the open market to third-party buyers.

How many Carters (CRI) shares does Julie D'Emilio hold after this Form 4?

After the reported tax-withholding transaction, Julie D'Emilio directly holds 55,274 shares of Carters common stock. The filing notes that some of these shares are still restricted and subject to time-based or performance-based vesting conditions.

What does transaction code F mean in the Carters (CRI) Form 4?

Transaction code F indicates shares used to pay an exercise price or tax liability. In this case, 398 Carters common shares were withheld to satisfy tax withholding obligations triggered by the vesting of restricted stock awards.

What role does Julie D'Emilio hold at Carters (CRI)?

Julie D'Emilio is identified as Carters’ Chief Sales Officer. The Form 4 reports her direct ownership of common stock and a tax-withholding share disposition connected to the vesting of restricted stock granted as part of her equity compensation.