Form 4: Carters CSO D'Emilio Reports Stock Transactions

Carters Chief Sales Officer Julie D'Emilio reported a series of stock transactions, including acquisitions of restricted shares and forfeiture of performance awards.

Summary

• Chief Sales Officer Julie D'Emilio reported multiple stock transactions on March 2, 2026, involving the acquisition and disposition of Common Stock.
• Acquired 7,440 restricted shares, which are subject to restrictions that lapse in four equal annual installments beginning one year from the grant date.
• Acquired an additional 11,160 performance-based restricted shares, which cliff vest three years from the grant date based upon the achievement of certain targets.
• Disposed of 891 shares of common stock at a price of $34.95 per share to satisfy tax withholding obligations related to the vesting of restricted stock.
• Forfeited 3,404 shares relating to performance awards granted in 2023, as the performance metrics were not fully attained.
• Following these reported transactions, Julie D'Emilio beneficially owns 66,824 shares of Carters Inc. Common Stock.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a routine disclosure of executive compensation activity, reflecting both new grants and some forfeiture, resulting in a net increase in beneficial ownership, which is generally neutral to slightly positive.

Positives

• Acquisition of 7,440 restricted shares, representing ongoing equity compensation for the Chief Sales Officer.
• Acquisition of 11,160 performance-based restricted shares, aligning executive incentives with future company performance and shareholder value.
• A net increase in beneficial ownership of 14,305 shares (from an implied 52,519 to 66,824 shares) after all reported transactions.

Negatives

• Forfeiture of 3,404 shares from performance awards granted in 2023, indicating that the associated performance metrics were not fully achieved.
• Disposition of 891 shares to cover tax withholding obligations, which reduces the immediate beneficial ownership.

Risks

• Future executive compensation tied to performance awards may not be fully realized if company targets are not met, as demonstrated by the forfeiture of 3,404 shares from 2023 awards.
• Restricted shares are subject to time-based and performance-based vesting conditions, meaning the full economic benefit is not immediately realized and could be lost if employment ceases before vesting.

Future Outlook

The future outlook for a portion of the Chief Sales Officer's compensation is tied to the vesting schedules of restricted shares, with some vesting annually over four years and others cliff vesting in three years based on performance targets.

Industry Context

StockSavvy.ai notes that these transactions are typical for executive compensation plans, involving a mix of restricted stock grants for retention and performance-based awards to incentivize achieving strategic objectives. The forfeiture of performance awards highlights the contingent nature of such compensation.

Stakeholder Impact

• Shareholders gain transparency into executive compensation structure and changes in insider ownership.
• Employees, particularly executives, see the ongoing application of equity compensation plans and the impact of performance metrics on awards.

Next Steps

• Continued vesting of 7,440 restricted shares in four equal annual installments, with the first installment beginning one year from the grant date.
• Potential cliff vesting of 11,160 performance-based restricted shares three years from the grant date, contingent on achieving specific targets.

Key Dates

Keywords

CARTERS INC, CRI, Form 4, Insider Transaction, Executive Compensation, Restricted Stock, Performance Awards, Stock Ownership, Chief Sales Officer