Form 4: CRI CFO & COO Boosts Stake with New Stock Awards

Carters Inc.'s CFO and COO, Richard F. Westenberger, reported a net increase in beneficial ownership of common stock through a series of restricted stock vestings and forfeitures.

Summary

• Richard F. Westenberger, CFO & COO of Carters Inc. (CRI), reported multiple transactions on March 2, 2026.
• He acquired 17,168 restricted shares that are subject to restrictions lapsing in four equal annual installments beginning one year from the grant date.
• He also acquired 25,752 performance-based restricted shares that cliff vest three years from the grant date based upon the achievement of certain targets.
• 1,726 shares of common stock were withheld to satisfy tax withholding obligations resulting from the vesting of restricted stock, at a price of $34.95 per share.
• 6,594 shares were forfeited relating to performance awards granted in 2023, as the performance metrics were not fully attained.
• Following these reported transactions, Westenberger's direct beneficial ownership of Carters Inc. common stock increased to 171,875 shares.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing positively as it indicates a net increase in executive ownership, aligning management's interests with shareholders, despite some missed performance targets from prior awards.

Positives

• Acquisition of 17,168 restricted shares, indicating continued long-term incentive for the CFO & COO.
• Acquisition of 25,752 performance-based restricted shares, aligning management's interests with shareholder value creation.
• Overall net increase in beneficial ownership by the CFO & COO, signaling confidence in the company's future.

Negatives

• Forfeiture of 6,594 shares from 2023 performance awards due to not fully attaining performance metrics, suggesting some targets were missed.

Risks

• Future vesting of performance-based restricted shares is contingent on achieving certain targets, which may not be met.
• Some shares are restricted and subject to either time-based vesting or performance-based restrictions, meaning they are not immediately liquid or fully owned.

Future Outlook

The future beneficial ownership of a significant portion of the CFO & COO's shares is tied to the achievement of specific performance targets and time-based vesting schedules, indicating a long-term incentive structure.

Industry Context

StockSavvy.ai notes that Form 4 filings are routine disclosures for executive stock transactions. The mix of time-based and performance-based awards is a common practice in executive compensation across various industries, including retail and apparel, aiming to align executive incentives with long-term company performance and shareholder interests. The forfeiture of performance awards highlights the rigorous nature of some compensation structures.

Comparison to Industry Standards

• Executive compensation structures involving restricted stock and performance-based awards are standard across publicly traded companies, including peers in the apparel industry such as Hanesbrands (HBI) or PVH Corp (PVH).
• The specific vesting schedules (four equal annual installments for time-based, three-year cliff for performance-based) are within typical industry ranges for long-term incentive plans.
• The forfeiture of shares due to missed performance targets demonstrates that the compensation plan has measurable objectives, similar to best practices seen in companies like Nike (NKE) or Under Armour (UAA) where executive bonuses and equity awards are often tied to financial and operational KPIs.

Stakeholder Impact

• Shareholders: Increased alignment of CFO & COO's interests with long-term shareholder value due to increased equity ownership and performance-based awards.
• Management: The compensation structure provides incentives for achieving future performance targets.

Next Steps

• Continued vesting of 17,168 restricted shares in four equal annual installments.
• Future cliff vesting of 25,752 performance-based restricted shares in three years, contingent on target achievement.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation transactions, including both acquisitions and forfeitures of restricted stock. While there's a net increase in the CFO & COO's beneficial ownership, which is generally positive for aligning interests, the forfeiture of some performance awards indicates that not all targets were met. This type of filing typically does not provide new fundamental information to warrant a change in investment recommendation, thus a 'hold' is appropriate as it confirms ongoing executive incentives without significant new catalysts.

Keywords

Carters Inc., CRI, Form 4, Insider Trading, Restricted Stock, Performance Awards, Executive Compensation, Stock Ownership, CFO, COO