CARTERS INC
For the period ended Jan 3, 2026. Filed Feb 27, 2026.
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FY2026 · Filed Feb 27, 2026
CRI$34.29-1.2%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
| (A) · Page | ||
|---|---|---|
| 1. | Financial Statements filed as part of this report | 54 |
| Report of Independent Registered Public Accounting Firm | 55 | |
| Consolidated Balance Sheets at January 3, 2026 and December 28, 2024 | 59 | |
| Consolidated Statements of Operations for the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023 | 60 | |
| Consolidated Statements of Comprehensive Income for the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023 | 61 | |
| Consolidated Statements of Cash Flows for the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023 | 62 | |
| Consolidated Statements of Changes in Shareholders' Equity for the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023 | 63 | |
| Notes to Consolidated Financial Statements | 64 | |
| 2. | Financial Statement Schedules: None | |
| (B) · Exhibits: | |||||
|---|---|---|---|---|---|
| Incorporated by Reference | |||||
| Exhibit Number | Exhibit Description | Form | Exhibit Number | Filing Date | Filed Herewith |
| 3.1 | Amended and Restated Certificate of Incorporation of Carter’s, Inc. | 8-K | 3.1 | May 23, 2017 | |
| 3.2 | Amended and Restated By-Laws of Carter’s, Inc. | 8-K | 3.1 | November 13, 2025 | |
| 3.3 | Certificate of Designation of the Series A Junior Participating Preferred Stock of the Company, dated September 24, 2025 | 8-A | 3.1 | September 24, 2025 | |
| 4.1 | Specimen Certificate of Common Stock | S-1/A | 4.1 | October 10, 2003 | |
| 4.3 | Description of Securities | x | |||
| 4.4 | Stockholder Rights Agreement, dated as of September 22, 2025, by and between the Company and Equiniti Trust Company, LLC, as rights agent (which includes the Form of Rights Certificate as Exhibit B thereto) | 8-A | 4.1 | September 24, 2025 | |
| 4.5 | Indenture, dated November 13, 2025, by and among The William Carter Company, certain guarantors from time to time party thereto and U.S. Bank Trust Company, National Association, as Trustee | 8-K | 4.1 | November 13, 2025 | |
| 4.6 | Form of 7.375% Senior Notes due 2031 (included in Exhibit 4.1) | 8-K | 4.2 | November 13, 2025 | |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit Number · Exhibit Description · Form · Exhibit Number · Filing Date · Filed Herewith | ||||
| 10.1 | Fourth Amended and Restated Credit Agreement, dated as of August 25, 2017, by and among The William Carter Company, as U.S. Borrower, The Genuine Canadian Corp., as Canadian Borrower, Carter’s Holdings B.V., as Dutch Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, U.S. Dollar Facility Swing Line Lender, U.S. Dollar Facility L/C Issuer and Collateral Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, a Multicurrency Facility Swing Line Lender and a Multicurrency Facility L/C Issuer, J.P. Morgan Europe Limited, as European Agent, JPMorgan Chase Bank, N.A., London Branch, as a Multicurrency Facility Swing Line Lender and a Multicurrency Facility L/C Issuer, Bank of America, N.A. and Bank of Montreal, as Co-Syndication Agents, JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated and BMO Capital Markets Corp., as Joint Lead Arrangers and Bookrunners, Branch Banking & Trust Company, HSBC Securities (USA) Inc., Royal Bank of Canada, SunTrust Bank, U.S. Bank National Association and Wells Fargo Bank, National Association, as Co-Documentation Agents and certain other lenders party thereto | 8-K | 10.1 | August 31, 2017 |
| 10.1.1 | Amendment No. 1, dated as of September 21, 2018, to the Fourth Amended and Restated Credit Agreement dated as of August 25, 2017, by and among The William Carter Company, as U.S. Borrower, The Genuine Canadian Corp., as Canadian Borrower, Carter’s Holdings B.V., as Dutch Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, U.S. Dollar Facility Swing Line Lender and U.S. Dollar Facility L/C Issuer, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, a Multicurrency Facility Swing Line Lender and a Multicurrency Facility L/C Issuer, J.P. Morgan Europe Limited, as European Agent, JPMorgan Chase Bank, N.A., London Branch, as a Multicurrency Facility Swing Line Lender and a Multicurrency Facility L/C Issuer, each lender from time to time party thereto and the other parties party thereto | 8-K | 10.1 | September 26, 2018 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit Number · Exhibit Description · Form · Exhibit Number · Filing Date · Filed Herewith | ||||
| 10.1.2 | Amendment No. 2, dated as of May 4, 2020, to the Fourth Amended and Restated Credit Agreement dated as of August 25, 2017, by and among The William Carter Company, as U.S. Borrower, The Genuine Canadian Corp., as Canadian Borrower, Carter's Holdings B.V., as Dutch Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, U.S. Dollar Facility Swing Line Lender and U.S. Dollar Facility L/C Issuer, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, a Multicurrency Facility Swing Line Lender and a Multicurrency Facility L/C Issuer, J.P. Morgan Europe Limited, as European Agent, JPMorgan Chase Bank, N.A., London Branch, as a Multicurrency Facility Swing Line Lender and a Multicurrency Facility L/C Issuer, each lender from time to time party thereto and the other parties party thereto | 10-Q | 10.1 | July 24, 2020 |
| 10.1.3 | Amendment No. 3, dated as of April 21, 2021, to the Fourth Amended and Restated Credit Agreement dated as of August 25, 2017, by and among The William Carter Company, as U.S. Borrower, The Genuine Canadian Corp., as Canadian Borrower, Carter's Holdings B.V., as Dutch Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, U.S. Dollar Facility Swing Line Lender and U.S. Dollar Facility L/C Issuer, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, a Multicurrency Facility Swing Line Lender and a Multicurrency Facility L/C Issuer, JPMorgan Chase Bank, N.A., as European Agent, JPMorgan Chase Bank, N.A., London Branch, as a Multicurrency Facility Swing Line Lender and a Multicurrency Facility L/C Issuer, each lender from time to time party thereto and the other parties party thereto | 8-K | 10.1 | April 26, 2021 |
| Incorporated by Reference | |||||
| Exhibit Number | Exhibit Description | Form | Exhibit Number | Filing Date | Filed Herewith |
|---|---|---|---|---|---|
| 10.1.5 | Amendment No. 5 to Fourth Amended and Restated Credit Agreement, dated as of June 24, 2024 (this “Amendment No. 5”), relating to the Fourth Amended and Restated Credit Agreement dated as of August 25, 2017, among The William Carter Company, a Massachusetts corporation (the “U.S. Borrower”), The Genuine Canadian Corp., an Ontario corporation (the “Canadian Borrower” and, together with the U.S. Borrower, the “Borrowers”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent, U.S. Dollar Facility Swing Line Lender and U.S. Dollar Facility L/C Issuer, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent (in such capacity, the “Canadian Agent”), a Multicurrency Facility Swing Line Lender and a Multicurrency Facility L/C Issuer, J.P. Morgan SE, as European Agent, JPMorgan Chase Bank, N.A., London Branch, as a Multicurrency Facility Swing Line Lender and a Multicurrency Facility L/C Issuer and the other parties party thereto | 10-Q | 10.1 | July 26, 2014 |
| 10.2 * | Form of Severance Agreement entered into from time to time between The William Carter Company and executive officers | 10-Q | 10.2 | October 29, 2015 |
| 10.3 * | Amended and Restated Equity Incentive Plan (Effective May 17, 2018) | DEF 14A | Appendix B | April 4, 2018 |
| 10.4 * | Amended and Restated Equity Incentive Plan (Effective February 15, 2024) | 8-K | 10.1 | February 16, 2024 |
| 10.5 * | Amended and Restated Annual Incentive Compensation Plan | DEF 14A | Appendix C | March 31, 2016 |
| 10.6 * | The William Carter Company Severance Plan, amended and restated effective January 1, 2020 | 10-K | 10.5 | February 24, 2020 |
| 10.7 * | The William Carter Company Deferred Compensation Plan, dated as of November 10, 2010 | 10-K | 10.20 | March 2, 2011 |
| 10.8 * | Form of Restricted Stock Award Agreement (Time Vesting) (2023 Awards) | 10-Q | 10.1 | April 28, 2023 |
| 10.9 * | Form of Performance-Based Restricted Stock Agreement (2023 Awards) | 10-Q | 10.2 | April 28, 2023 |
| 10.10 * | Consulting Agreement, effective March 1, 2024, between The William Carter Company and Brian J. Lynch | 10-K | 10.10 | February 27, 2024 |
| 10.11 * | Form of Restricted Stock Award Agreement (2024 Awards) | 10-Q | 10.1 | April 26, 2024 |
| 10.12 * | Form of rTSR Performance-Based Restricted Stock Award Agreement (2024 Awards) | 10-Q | 10.2 | April 26, 2024 |
| 10.13 * | Form of Company Performance-Based Restricted Stock Award Agreement (2024 Awards) | 10-Q | 10.3 | April 26, 2024 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Form | Exhibit Number | Filing Date | Filed Herewith |
| 10.14 | Lease Agreement dated March 29, 2012, between The William Carter Company and Duke Secured Financing 2009-1 ALZ, LLC (Braselton Distribution Center) | 10-Q | 10.21 | April 27, 2012 | |
| 10.15 | First Amendment to Lease Agreement dated December 4, 2013, between The William Carter Company and Duke Secured Financing 2009-1 ALZ, LLC (Braselton Distribution Center) | 10-K | 10.12 | February 27, 2024 | |
| 10.16 | Second Amendment to Lease Agreement dated December 17, 2014, between The William Carter Company and Duke Secured Financing 2009-1 ALZ, LLC (Braselton Distribution Center) | 10-K | 10.13 | February 27, 2024 | |
| 10.17 | Lease Agreement dated December 14, 2012, between The William Carter Company and Phipps Tower Associates, LLC | 8-K | 10.1 | December 14, 2012 | |
| 10.18 | First Amendment to Lease Agreement dated February 28, 2013, between The William Carter Company and Phipps Tower Associates, LLC | 10-K | 10.15 | February 27, 2024 | |
| 10.19 | Second Amendment to Lease Agreement dated June 17, 2013, between The William Carter Company and Phipps Tower Associates, LLC | 10-Q | 10.19 | October 24, 2013 | |
| 10.20 | Third Amendment to Lease Agreement dated August 31, 2016, between The William Carter Company and John Hancock Life Insurance Company (U.S.A.) | 10-K | 10.17 | February 27, 2024 | |
| 10.21 | Fourth Amendment to Lease Agreement dated December 1, 2021, between The William Carter Company and Hancock S-REIT ATL Phipps LLC | 10-K | 10.18 | February 27, 2024 | |
| 10.22 | Fifth Amendment to Lease Agreement dated February 9, 2023, between The William Carter Company and Hancock S-REIT ATL Phipps LLC | 10-K | 10.19 | February 27, 2024 | |
| 10.23 * | Retirement Agreement and Release dated February 20, 2025, between The William Carter Company and Michael D. Casey | 10-K | 10.23 | February 25, 2025 | |
| 10.24 * | Offer Letter dated March 21, 2025 | 8-K | 10.1 | March 26, 2025 | |
| 10.25 * | Form of Restricted Stock Award Agreement (2025 awards). | 10-Q | 10.1 | April 25, 2025 | |
| 10.26 * | Form of Restricted Stock Award Agreement — Quarterly Stock Awards to Richard F. Westenberger | 10-Q | 10.2 | April 25, 2025 | |
| 10.27 * | Share Price Hurdle Restricted Stock Award Agreement with Douglas C. Palladini | 10-Q | 10.3 | April 25, 2025 | |
| 10.28 * | Separation Agreement effective September 3, 2025, between The William Carter Company and Kendra D. Krugman | 10-Q | 10.1 | October 27, 2025 | |
| 10.29 | Credit Agreement, dated as of November 17, 2025, by and among The William Carter Company, as U.S. Borrower, The Genuine Canadian Corp., as Canadian Borrower, the lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and the other parties thereto | 8-K | 10.1 | November 18, 2025 | |
| 19.1 *** | Carter’s, Inc. Amended and Restated Insider Trading Policy | x | |||
| 21 | Subsidiaries of Carter’s, Inc. | x | |||
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Form | Exhibit Number | Filing Date | Filed Herewith |
| 23 · Consent of Independent Registered Public Accounting Firm. · x | |||||
| 31.1 · Rule 13a-15(e)/15d-15(e) and 13a-15(f)/15d-15(f) Certification. · x | |||||
| 31.2 · Rule 13a-15(e)/15d-15(e) and 13a-15(f)/15d-15(f) Certification. · x | |||||
| 32 * * · Section 1350 Certification. · x | |||||
| 97.1 | Carter’s, Inc. Clawback Policy Adopted on August 4, 2023 | 10-K | 97.1 | February 27, 2024 | |
| 101.INS | XBRL Instance Document - the instant document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | x | |||
| 101.SCH | XBRL Taxonomy Extension Schema Document | x | |||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | x | |||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | x | |||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | x | |||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | x | |||
- Indicates a management contract or compensatory plan.
** Furnished herewith as an Exhibit.
*** Certain portions of this exhibit are confidential and have been omitted pursuant to Item 601(b)(10) of Regulation S-K. The Company agrees to supplementally furnish to the Securities and Exchange Commission a copy of such omissions upon request.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.