Carter’s, Inc. filings document the financial reporting, governance and capital structure of a public children’s apparel company listed on the New York Stock Exchange under CRI. Its 8-K reports furnish operating results for the U.S. Retail, U.S. Wholesale and International segments, including sales, margins, outlook updates, dividends and other material events.
The company’s filings also cover proxy governance, executive compensation, director matters, leadership appointments and officer departures. Debt and financing disclosures include The William Carter Company’s senior notes, asset-based revolving credit facility, subsidiary guarantees and related covenant terms, along with registered common stock and preferred stock purchase rights.
Carter’s, Inc. reported first-quarter 2026 net sales of $681.1 million, up 8.1% from a year ago, driven by growth in U.S. Retail and International. Comparable sales in U.S. retail stores and eCommerce rose 10.5%, marking a fourth consecutive quarter of positive comps.
Despite higher sales, net income fell to $14.3 million and diluted EPS to $0.39, as gross margin declined to 43.1% due to higher product costs from incremental tariffs. Operating income improved slightly to $28.4 million, helped by lower SG&A as a percentage of sales.
The company ended the quarter with $473.4 million in cash and $567.5 million of senior notes outstanding, and paid a quarterly dividend of $0.25 per share. Carter’s has submitted claims for approximately $130 million of potential IEEPA tariff refunds, but no gain is recorded yet. Subsequent to quarter-end, the Board appointed Sharon Price John as CEO & President effective June 15, 2026.
Carter’s, Inc. reported first quarter fiscal 2026 net sales of $681.1 million, up 8.1% from Q1 2025, driven by a 10.5% increase in U.S. Retail comparable sales and growth across U.S. Wholesale and International channels. GAAP operating margin was 4.2%, slightly above 4.1% a year ago, with no non-GAAP adjustments in 2026.
Diluted EPS was $0.39, down from $0.43 on a GAAP basis and below prior-year adjusted EPS of $0.66, reflecting higher tariffs, investment spending, inflationary costs, and higher interest expense. Cash from operating activities improved to $6.4 million from a use of $48.6 million in Q1 2025.
The company reiterated its full-year 2026 outlook for sales and operating profit growth. For Q2 2026, it projects low-single-digit net sales growth, adjusted operating income of $11–$13 million, and adjusted diluted EPS of $0.02–$0.06 versus $0.17 in Q2 2025. Carter’s also highlighted its planned CEO transition to Sharon Price John next month.
Carter’s, Inc. is implementing a leadership transition while reaffirming its first quarter and full-year fiscal 2026 outlook. Sharon Price John will become Chief Executive Officer, President, and a director effective June 15, 2026, following her long tenure leading Build-A-Bear Workshop.
Her offer includes a $1,300,000 base salary, a target annual cash bonus of 175%, at least $6,500,000 in annual equity awards starting in fiscal 2027, and a $6,500,000 sign-on equity grant split between time-based and performance-based restricted shares. She will also receive a $500,000 one-time cash bonus.
Douglas C. Palladini has departed as Chief Executive Officer, President, and director, and is eligible for severance benefits under his agreement. Richard F. Westenberger has been appointed Interim Chief Executive Officer and President, in addition to his Chief Financial Officer & Chief Operating Officer roles, with a $110,000 monthly stipend and quarterly restricted stock awards of $300,000 during the interim period.
Carter's Inc ownership disclosure: Vanguard Portfolio Management reports beneficial ownership of 2,613,987 shares of Carter's Inc common stock, representing 7.18% of the class.
The filing shows sole voting power for 60,270 shares and sole dispositive power for 2,613,987 shares. The submission is signed by Ashley Grim on 04/29/2026.
Carter’s Inc. CEO & President Douglas C. Palladini reported a tax-related share disposition. On this Form 4, 10,957 shares of Carter’s common stock were withheld at $35.91 per share to cover tax withholding obligations triggered by the vesting of restricted stock. After this withholding, Palladini directly holds 343,211 shares, some of which remain subject to time-based or performance-based restrictions. This event reflects a compensation-related tax payment rather than an open-market sale.
Carters Inc executive Richard F. Westenberger, the CFO & COO, reported a routine tax-related share disposition. On the vesting of restricted stock, 1,085 shares of common stock were withheld at $35.59 per share to cover tax withholding obligations. After this non-market transaction, he directly holds 170,790 shares, some of which remain restricted under time-based or performance-based conditions.
Carter’s Inc officer Antonio Robinson reported a routine share disposition related to equity compensation. On the vesting of restricted stock, 543 shares of common stock were withheld at $35.59 per share to cover tax withholding obligations. After this non-market transaction, Robinson directly holds 56,622 shares of Carter’s common stock, some of which remain subject to time-based or performance-based restrictions.
Carter's, Inc. is asking stockholders to elect nine directors and approve several governance and compensation items at its 2026 virtual annual meeting. Proposals include director elections, an advisory say-on-pay vote, approval of an amended and restated equity incentive plan, and ratification of PricewaterhouseCoopers as auditor.
The proxy details an all-independent board (other than the CEO), separated Chair and CEO roles, majority voting for directors, and a mandatory retirement policy at age 75. It highlights committee structures, board refreshment, and a strong focus on cybersecurity and ESG oversight.
For 2025, consolidated net sales rose 1.9% to $2.90 billion, but operating income, adjusted operating income, and diluted EPS all declined sharply. The compensation discussion emphasizes pay-for-performance, high stock ownership requirements, expanded clawback and anti-hedging policies, and a one-year shift to time-based equity grants during a CEO transition.
Eagle Jevin reported acquisition or exercise transactions in this Form 4 filing.
Carter’s Inc. director Jevin Eagle received a grant of 13.2684 shares of common stock on March 27, 2026. The shares were credited as part of the company’s director deferred compensation program in connection with a dividend payment. Following this award, he directly holds 22,742.3251 shares of Carter’s common stock.