CARTERS INC SEC Filings

Anderson Rochester Jr. reported acquisition or exercise transactions in this Form 4 filing.

Carter’s Inc. director Anderson Rochester Jr. received a grant of 4,266 shares of Common Stock on May 14, 2026 as part of his director compensation. The shares were awarded at no cash cost to him. After this equity award, he directly owns a total of 17,303 Carter’s shares.

RAUCH STACEY reported acquisition or exercise transactions in this Form 4 filing.

CARTERS INC director Stacey Rauch received a grant of 4,266 shares of Common Stock as part of director compensation. The shares were awarded at no cash cost per share. Following this grant, Rauch directly owns 17,303 shares of CARTERS INC common stock.

Robinson Antonio reported acquisition or exercise transactions in this Form 4 filing.

Carter’s Inc. executive Antonio Robinson, the Chief Administrative & Compensation Officer and Corporate Secretary, received a grant of 4,444 shares of common stock as a share award. The shares were granted at $0.00 per share, reflecting compensation rather than an open-market purchase.

The filing states these are restricted shares that cliff-vest on the first anniversary of the grant date, meaning they all vest at once after one year. After this award, Robinson directly holds 61,066 shares of Carter’s common stock, some of which remain subject to time-based or performance-based restrictions.

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.

Carter’s, Inc. reported the results of its Annual Meeting of Stockholders held on May 13, 2026. All eight director nominees were elected, with most receiving more than 26 million votes in favor. Stockholders also approved, on an advisory basis, 2025 executive compensation and approved the Company’s Amended and Restated Equity Incentive Plan.

Stockholders ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026, with 32,154,770 votes for and 467,049 against. Separately, the Board declared a quarterly cash dividend of $0.25 per share, payable on June 5, 2026, to shareholders of record as of May 26, 2026.

Carter’s, Inc. reported first-quarter 2026 net sales of $681.1 million, up 8.1% from a year ago, driven by growth in U.S. Retail and International. Comparable sales in U.S. retail stores and eCommerce rose 10.5%, marking a fourth consecutive quarter of positive comps.

Despite higher sales, net income fell to $14.3 million and diluted EPS to $0.39, as gross margin declined to 43.1% due to higher product costs from incremental tariffs. Operating income improved slightly to $28.4 million, helped by lower SG&A as a percentage of sales.

The company ended the quarter with $473.4 million in cash and $567.5 million of senior notes outstanding, and paid a quarterly dividend of $0.25 per share. Carter’s has submitted claims for approximately $130 million of potential IEEPA tariff refunds, but no gain is recorded yet. Subsequent to quarter-end, the Board appointed Sharon Price John as CEO & President effective June 15, 2026.

Carter’s, Inc. reported first quarter fiscal 2026 net sales of $681.1 million, up 8.1% from Q1 2025, driven by a 10.5% increase in U.S. Retail comparable sales and growth across U.S. Wholesale and International channels. GAAP operating margin was 4.2%, slightly above 4.1% a year ago, with no non-GAAP adjustments in 2026.

Diluted EPS was $0.39, down from $0.43 on a GAAP basis and below prior-year adjusted EPS of $0.66, reflecting higher tariffs, investment spending, inflationary costs, and higher interest expense. Cash from operating activities improved to $6.4 million from a use of $48.6 million in Q1 2025.

The company reiterated its full-year 2026 outlook for sales and operating profit growth. For Q2 2026, it projects low-single-digit net sales growth, adjusted operating income of $11–$13 million, and adjusted diluted EPS of $0.02–$0.06 versus $0.17 in Q2 2025. Carter’s also highlighted its planned CEO transition to Sharon Price John next month.

Carter’s, Inc. is implementing a leadership transition while reaffirming its first quarter and full-year fiscal 2026 outlook. Sharon Price John will become Chief Executive Officer, President, and a director effective June 15, 2026, following her long tenure leading Build-A-Bear Workshop.

Her offer includes a $1,300,000 base salary, a target annual cash bonus of 175%, at least $6,500,000 in annual equity awards starting in fiscal 2027, and a $6,500,000 sign-on equity grant split between time-based and performance-based restricted shares. She will also receive a $500,000 one-time cash bonus.

Douglas C. Palladini has departed as Chief Executive Officer, President, and director, and is eligible for severance benefits under his agreement. Richard F. Westenberger has been appointed Interim Chief Executive Officer and President, in addition to his Chief Financial Officer & Chief Operating Officer roles, with a $110,000 monthly stipend and quarterly restricted stock awards of $300,000 during the interim period.

Carter's Inc ownership disclosure: Vanguard Portfolio Management reports beneficial ownership of 2,613,987 shares of Carter's Inc common stock, representing 7.18% of the class.

The filing shows sole voting power for 60,270 shares and sole dispositive power for 2,613,987 shares. The submission is signed by Ashley Grim on 04/29/2026.