Westenberger Richard F. 4

What Happened

• Richard F. Westenberger, Chief Financial Officer and Chief Operating Officer of Carter's, had 3,948 shares of Carter's common stock withheld to satisfy tax withholding obligations tied to the vesting of restricted stock. The shares were valued at $42.07 each, totaling approximately $166,092. This was a tax-withholding disposal (not an open-market sale).

Key Details

• Transaction date and price: Feb 26, 2026 — 3,948 shares withheld at $42.07 per share.
• Total value: ~ $166,092.
• Shares owned after transaction: Not specified in this Form 4 filing.
• Filing date: Mar 2, 2026 — appears timely (filed within the SEC’s two business-day window).
• Footnotes: F1 confirms the shares were withheld to satisfy tax withholding from restricted stock vesting. F2 notes some of the shares are restricted and subject to time-vesting or performance-based restrictions.
• Transaction code: F (tax withholding).

Context

• This was a routine tax-withholding action following restricted stock vesting, effectively a disposal of shares to cover tax liabilities rather than a discretionary sale. Such withholdings are common and do not necessarily indicate a change in the insider’s view of the company. The filing does not report a 10% owner or evidence of a 10b5-1 plan.