CARTERS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

Carter's, Inc.

(Name of Registrant as Specified In Its Charter)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

April 4, 2025

Dear Shareholder,

It is my pleasure to invite you to attend our 2025 Annual Meeting of Shareholders on Wednesday, May 14,

2025 (the “Annual Meeting”). The meeting will be held in a virtual format.

The attached 2025 Notice of Annual Meeting of Shareholders and Proxy Statement describe the formal

business to be conducted at the meeting. Whether or not you plan to attend the Annual Meeting, your

shares can be represented if you promptly submit your voting instructions over the internet, by

telephone, by completing, signing, dating, and returning your proxy card in the enclosed envelope, or by

following the instructions you have received from your broker or other nominee.

On behalf of our Board of Directors and Leadership Team, thank you for your investment in Carter's, Inc.

Sincerely,

William J. Montgoris

Non-Executive Chairman of the Board

2025 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

This Meeting Notice highlights information described in other parts of this 2025 Proxy Statement and does not

contain all information you should consider in voting. Please read the entire 2025 Proxy Statement carefully before

voting.

To our shareholders,

You are invited to attend our 2025 Annual Meeting to be held as follows in a virtual meeting format:

ITEMS OF BUSINESS

In addition, at the Annual Meeting we will conduct any other business that may properly come before the meeting. See

Question 18 of the “Questions and Answers About the 2025 Annual Meeting” beginning on page 78 for more information.

PROXY SOLICITATION

The Board solicits the enclosed proxy for the 2025 Annual Meeting and any adjournment or postponement of the 2025

Annual Meeting. Any proxy may be revoked at any time prior to its exercise at the 2025 Annual Meeting.

VOTING

You may vote if you held shares of Carter's common stock as of the record date (March 20, 2025). You are able to vote your

shares by providing instructions to the proxy holders who will then vote in accordance with your instructions. We urge you

to read the 2025 Proxy Statement carefully and to vote in accordance with the recommendations of the Board.

QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING

We encourage you to review the section "Questions and Answers About the 2025 Annual Meeting" for answers to common

questions about the virtual meeting, proxy materials, voting, and other topics.

By order of the Board of Directors,

Secretary

Approximate Date of Mailing of Proxy Materials or Notice of Internet Availability:

April 4, 2025

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

Statements contained in this proxy statement that are not historical fact and use predictive words such as

“estimates”, “outlook”, “guidance”, “expect”, “believe”, “intend”, “designed”, “target”, “plans”, “may”, “will”,

“are confident” and similar words are forward-looking statements (as such term is defined in the Private

Securities Litigation Reform Act of 1995). These forward-looking statements and related assumptions involve

risks and uncertainties that could cause actual results and outcomes to differ materially from any forward-

looking statements or views expressed in this proxy statement. These risks and uncertainties include, but are not

limited to, those discussed in the subsection entitled “Risk Factors” under Part I, Item 1A, of our most recent

Annual Report on 10-K, and otherwise in our reports and filings with the Securities and Exchange Commission, as

well as the following factors: changes in global economic and financial conditions, and the resulting impact on

consumer confidence and consumer spending, as well as other changes in consumer discretionary spending

habits; risks related to public health crises; risks related to consumer tastes and preferences, as well as fashion

trends; the failure to protect our intellectual property; the diminished value of our brands, potentially as a result

of negative publicity or unsuccessful branding and marketing efforts; delays, product recalls, or loss of revenue

due to a failure to meet our quality standards; risks related to uncertainty regarding the future of international

trade agreements; increased competition in the marketplace; financial difficulties for one or more of our major

customers; identification of locations and negotiation of appropriate lease terms for our retail stores; distinct

risks facing our eCommerce business; failure to forecast demand for our products and our failure to manage our

inventory; increased margin pressures, including increased cost of materials and labor and our inability to

successfully increase prices to offset these increased costs; continued inflationary pressures with respect to labor

and raw materials and global supply chain constraints that have, and could continue, to affect freight, transit,

and other costs; fluctuations in foreign currency exchange rates; unseasonable or extreme weather conditions;

risks associated with corporate responsibility issues; our foreign sourcing arrangements; a relatively small

number of vendors supply a significant amount of our products; disruptions in our supply chain, including

increased transportation and freight costs; our ability to effectively source and manage inventory; problems with

our Braselton, Georgia distribution facility; pending and threatened lawsuits; a breach of our information

technology systems and the loss of personal data or a failure to implement new information technology systems

successfully; unsuccessful expansion into international markets; failure to comply with various laws and

regulations; failure to properly manage strategic initiatives; retention of key individuals; acquisition and

integration of other brands and businesses; failure to achieve sales growth plans and profitability objectives to

support the carrying value of our intangible assets; our continued ability to meet obligations related to our debt;

changes in our tax obligations, including additional customs, duties or tariffs; our continued ability to declare

and pay a dividend; volatility in the market price of our common stock; and the cost or effort required for our

shareholders to bring certain claims or actions against us, as a result of our designation of the Court of Chancery

of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings. Except for

any ongoing obligations to disclose material information as required by federal securities laws, the Company

does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a

result of new information, future events, or otherwise. The inclusion of any statement in this proxy statement

does not constitute an admission by the Company or any other person that the events or circumstances

described in such statement are material.