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 1, 2026

Dear Stockholder,

It is my pleasure to invite you to attend our 2026 Annual Meeting of Stockholders on Wednesday, May

13, 2026 (the “Annual Meeting”). The meeting will be held in a virtual format.

The attached 2026 Notice of Annual Meeting of Stockholders 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,

Gretchen W. Schar

Non-Executive Chair of the Board of Directors

2026 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

This Meeting Notice highlights information described in other parts of this 2026 Proxy Statement and does not contain all

information you should consider in voting. Please read the entire 2026 Proxy Statement carefully before voting.

To our stockholders,

You are invited to attend our 2026 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 19 of the “Questions and Answers About the 2026 Annual Meeting” beginning on page 87 for more information.

PROXY SOLICITATION

The Board solicits the enclosed proxy for the 2026 Annual Meeting and any adjournment or postponement of the 2026 Annual

Meeting. Any proxy may be revoked at any time prior to its exercise at the 2026 Annual Meeting.

VOTING

You may vote if you held shares of Carter's common stock as of the record date (March 20, 2026). 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 2026 Proxy Statement carefully and to vote in accordance with the recommendations of the Board.

QUESTIONS AND ANSWERS ABOUT THE 2026 ANNUAL MEETING

We encourage you to review the section "Questions and Answers About the 2026 Annual Meeting" for answers to common

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

By order of the Board of Directors,

Antonio D. Robinson

Secretary

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

April 1, 2026

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 the organizational restructuring plan,

including, but not limited to, our ability to achieve the expected savings from the plan and to fully implement the

plan; 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

and the United States’ position on international trade, as well as significant political, trade, and regulatory

developments and other circumstances beyond our control; the roll-back of incremental tariffs imposed under

the International Emergency Economic Powers Act (the “incremental tariffs”) and any additional actions taken

in response to their roll-back, including tariffs imposed pursuant to Section 122 of the Trade Act of 1974 (the

“122 tariffs”); our ability to recover refunds of incremental tariff amounts or other tariff amounts paid; 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 stockholders 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.