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CARTERS INC

For the period ended Oct 3, 2026. Filed Oct 30, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Oct 3, 2026 · Filed Oct 30, 2026

CRI$34.72+8.5%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Securities Trading Plans of Directors and Executive Officers

During the fiscal quarter ended October 3, 2026, none of the Company’s directors or officers, as defined in Section 16 of the Exchange Act, adopted orterminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined under Item 408(a) of Regulation S-K.

Elimination of Series A Junior Participating Preferred Stock

On September 22, 2025, the Board adopted a limited duration shareholder rights plan and declared a dividend of one right (a “Right”) for each outstanding share of common stock of the Company. Each Right entitled its holder to purchase from the Company one ten-thousandth of a share of Series A Junior Participating Preferred Stock, subject to the terms of the Shareholder Rights Agreement, dated as of September 22, 2025, by and between the Company and Equiniti Trust Company, LLC, as rights agent (the “Rights Agreement”).

On September 21, 2026, the Rights expired in accordance with the terms of the Rights Agreement. Accordingly, on October 27, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Elimination to eliminate the Series A Junior Participating Preferred Stock, which had been designated for potential use in connection with the Rights Agreement, from the Company’s Amended and Restated Certificate of Incorporation. As a result, all shares designated as Series A Junior Participating Preferred Stock were eliminated and returned to the status of authorized, unissued shares of preferred stock, without designation.

The foregoing description of the Certificate of Elimination does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Certificate of Elimination, which is included as Exhibit 3.3 hereto, and is incorporated by reference herein.

Leadership Evolution

On October 30, 2026, the Company announced the evolution of its leadership change, consisting of the following appointments:

Chief Product Officer: Maria Gemzell, who is expected to join the Company in early 2027;

Chief Commercial Officer: Allison Peterson;

Chief Strategy and Business Development Officer: Emily Evert; and

Chief Brand Officer: Sarah Crockett.

In addition, the Company announced the following changes to its leadership team:

the Company is commencing a search for a standalone Chief Operating Officer, and Richard Westenberger, who is currently serving as Chief Operating Officer and Chief Financial Officer, has decided to step down as Chief Operating Officer (to be effective upon the Company’s appointment of a new Chief Operating Officer). Mr. Westenberger will continue to serve as Chief Financial Officer;

Julie D’Emilio, Chief Sales Officer, has decided to retire from Carter’s. Ms. D’Emilio’s last day as Chief Sales Officer is October 30, 2026 and Ms. D’Emilio will serve as an advisor through year-end to assist with the transition; and

Karen Smith, Chief Supply Chain Officer, will retire from Carter’s in March 2027 after serving Carter’s for almost five years and more than 35 years in the apparel industry. Ms. Smith informed the Company of her decision in February 2026 and will continue to serve in her role through her retirement date to assist with the transition.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.