Smith Karen Marie 4

What Happened

• Karen Marie Smith, Chief Supply Chain Officer at Carter's (CRI), had a total of 1,044 shares withheld to cover tax withholding obligations tied to vesting of restricted stock. The withholding occurred in two transactions: 602 shares on 2026-02-27 at $33.55 each ($20,197) and 442 shares on 2026-02-28 at $33.55 each ($14,829), for a combined value of about $35,026. These were tax-withholding dispositions (not open-market sales).

Key Details

• Transaction dates and prices: 602 shares on 2026-02-27 @ $33.55; 442 shares on 2026-02-28 @ $33.55.
• Total shares withheld: 1,044; total value ≈ $35,026.
• Transaction code: F (withholding of shares to satisfy tax obligations).
• Footnotes: F1 — withholding was to satisfy tax withholding on vesting; F2 — some withheld shares were restricted and subject to time-vesting or performance-based restrictions.
• Shares owned after the transactions: not specified in the supplied filing details.
• Filing: Report filed 2026-03-03 for transactions dated 2026-02-27 and 2026-02-28 (check whether this meets the 2-business-day Form 4 reporting requirement).

Context

• This was a routine tax-withholding event tied to vesting of restricted stock, not an open-market sale or a purchase. Such withholdings reduce outstanding personal holdings only to satisfy tax obligations and do not necessarily indicate a change in the insider’s view of the company.