Carter’s (CRI) CFO Westenberger reports tax withholding of 3,948 shares

Rhea-AI Filing Summary

Carter’s Inc. executive Richard F. Westenberger, the CFO & COO, reported a Form 4 transaction where 3,948 shares of common stock were withheld at $42.07 per share to cover tax obligations from vesting restricted stock. After this tax-withholding disposition, he holds 139,461 shares, some still 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^*

Westenberger Richard F.

(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)
	CFO & COO

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		3,948(1)	D	$42.07	139,461(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) CFO Richard Westenberger report?

Carter’s CFO & COO Richard Westenberger reported a tax-withholding disposition of 3,948 shares of common stock. The shares were withheld to satisfy tax obligations triggered by the vesting of restricted stock, rather than an open-market sale of his existing holdings.

How many Carter’s (CRI) shares were involved in Richard Westenberger’s Form 4 filing?

The filing shows 3,948 shares of Carter’s common stock were withheld. These shares covered tax liabilities arising from vesting restricted stock, a common administrative transaction that does not represent an elective buy or sell decision in the open market by the executive.

What price per share was used in Richard Westenberger’s Carter’s (CRI) tax withholding?

The tax-withholding disposition used a price of $42.07 per share. This price is applied to the 3,948 withheld shares for tax purposes associated with the vesting of restricted stock, as disclosed in the Form 4 transaction details for the company’s CFO & COO.

How many Carter’s (CRI) shares does Richard Westenberger hold after this Form 4 transaction?

After the tax-withholding transaction, Richard Westenberger holds 139,461 Carter’s common shares directly. The filing notes that some of these remaining shares are restricted, subject to either time-based or performance-based vesting conditions that limit when they can fully be owned.

Was Richard Westenberger’s Carter’s (CRI) Form 4 an open-market stock sale?

No, the Form 4 describes a tax-withholding disposition, not an open-market sale. Shares were withheld to cover tax obligations related to vesting restricted stock, which is an administrative transaction rather than a discretionary decision to sell shares on the market.