Carter's (NYSE: CRI) officer shares withheld for taxes

Rhea-AI Filing Summary

Antonio Robinson, a Carter's executive, reported a tax-withholding disposition of 1,448 shares of common stock at $42.07 per share on restricted stock vesting. After this transaction, he directly owned 36,583 common shares, some of which remain subject to time- or performance-based restrictions.

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^*

Robinson Antonio

(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)
	Chf Admin & Comp Ofc Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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	02/26/2026		F		1,448(1)	D	$42.07	36,583(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	03/02/2026
	** 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).
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FAQ

What insider transaction did Carter's (CRI) report for Antonio Robinson?

Carter's executive Antonio Robinson reported a tax-withholding disposition of 1,448 common shares. The shares were withheld to cover taxes triggered by the vesting of restricted stock, rather than sold in an open-market transaction.

How many Carter's (CRI) shares were affected and at what price?

A total of 1,448 Carter's common shares were withheld at $42.07 per share. This was done to satisfy tax obligations arising from restricted stock vesting, according to the Form 4 filing footnote.

Did Antonio Robinson of Carter's (CRI) sell shares in the market?

The filing shows no open-market sale; it reports a tax-withholding disposition. Shares were withheld by the company to cover tax liabilities from vesting restricted stock, rather than being sold by Antonio Robinson on the open market.

How many Carter's (CRI) shares does Antonio Robinson own after this Form 4?

Following the tax-withholding transaction, Antonio Robinson directly owns 36,583 shares of Carter's common stock. The filing notes that some of these shares are restricted and subject to time-based or performance-based vesting conditions.

What does transaction code F mean in the Carter's (CRI) Form 4?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, 1,448 Carter's shares were withheld to satisfy tax withholding obligations tied to the vesting of restricted stock awards.