Carter’s (NYSE: CRI) CFO/COO reports new stock awards, tax and forfeiture moves

Rhea-AI Filing Summary

Carter’s Inc. executive Richard F. Westenberger, the CFO & COO, reported multiple equity-related transactions in company common stock. On this date, 1,726 shares were disposed of to cover tax withholding obligations tied to the vesting of restricted stock at a price of $34.95 per share. An additional 6,594 shares were disposed of back to the issuer due to forfeiture of performance awards granted in 2023 after performance metrics were not fully attained. Westenberger also acquired 17,168 restricted shares through a grant or award and a further 25,752 performance-based restricted shares, all held directly. Some of these shares are subject to time-based vesting in four equal annual installments starting one year from grant, while the performance-based awards cliff vest after three years based on achieving specified targets.

Insights

Equity Compensation Analyst

Routine equity grants, vesting, and forfeitures with no clear thesis change.

The transactions show routine mechanics of executive equity compensation at Carter’s Inc.. Richard F. Westenberger recorded grants of 17,168 restricted shares and 25,752 performance-based restricted shares, alongside tax-withholding and forfeiture-related disposals, all in common stock.

The 1,726-share tax-withholding disposition at $34.95 per share reflects settlement of tax obligations from restricted stock vesting. The 6,594-share disposition back to the issuer stems from underperformance against 2023 award metrics, indicating that those performance targets were not fully achieved.

Time-based restricted shares vest in four equal annual installments beginning one year from the grant date, while performance-based restricted shares vest after three years depending on specified targets. These standard vesting structures and mixed acquire/dispose flows appear administrative rather than a directional bet on the stock.

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)
03/02/2026

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	03/02/2026		F		1,726(1)	D	$34.95	135,549(2)	D
Common Stock	03/02/2026		D		6,594(3)	D	$0	128,955(2)	D
Common Stock	03/02/2026		A		17,168(4)	A	$0	146,123(2)	D
Common Stock	03/02/2026		A		25,752(5)	A	$0	171,875(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-based vesting or performance-based restrictions.

3. The transaction reflected in this Form 4 reflects the forfeiture of shares relating to performance awards granted in 2023, under which the performance metrics were not fully attained.

4. These restricted shares are subject to restrictions that lapse in four equal annual installments beginning one year from the grant date.

5. These performance-based restricted shares cliff vest three years from the grant date based upon the achievement of certain targets.

Remarks:

	/s/Derek Swanson, Attorney-in-Fact	03/04/2026
	** 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 transactions did Carter’s (CRI) executive Richard Westenberger report?

Richard Westenberger reported both acquisitions and dispositions of Carter’s common stock. He received 17,168 restricted shares and 25,752 performance-based restricted shares, while 1,726 shares were withheld for taxes and 6,594 shares were forfeited back to the issuer due to unmet 2023 performance metrics.

Why were 1,726 Carter’s (CRI) shares disposed of in Westenberger’s Form 4?

The 1,726 shares were withheld to satisfy tax withholding obligations from the vesting of restricted stock. Instead of paying cash taxes, a portion of the vested shares was used to cover the tax liability, a common practice in equity compensation programs.

What caused the forfeiture of 6,594 Carter’s (CRI) shares in this Form 4?

The 6,594-share disposition reflects forfeiture of performance awards granted in 2023. The company disclosed that the underlying performance metrics were not fully attained, so a portion of those performance-based shares was returned to the issuer rather than vesting to the executive.

What new equity awards did Carter’s (CRI) grant to Richard Westenberger?

He received 17,168 restricted shares and 25,752 performance-based restricted shares of Carter’s common stock. The awards were recorded at a transaction price of zero, indicating they are grants or awards rather than open-market purchases, and are subject to future vesting conditions.

How do Westenberger’s time-based restricted Carter’s (CRI) shares vest?

The time-based restricted shares vest in four equal annual installments beginning one year from the grant date. This schedule means portions of the grant become unrestricted each year, contingent on continued service, aligning the executive’s compensation with multi-year company performance and retention.

When do Westenberger’s performance-based Carter’s (CRI) shares vest?

The performance-based restricted shares cliff vest three years from the grant date, subject to achieving specified targets. None of these shares vest earlier; instead, the entire award becomes eligible after three years, depending on whether the predefined performance metrics are met at that time.