Carter's Inc. Files 8-K for Material Definitive Agreement

TL;DR

Carter's just signed a big deal, details TBD.

AI Summary

On September 22, 2025, Carter's Inc. filed an 8-K report indicating a material definitive agreement. The filing does not disclose specific details of the agreement, the counterparty, or any associated dollar amounts at this time.

Why It Matters

This filing signals a significant new contract or partnership for Carter's Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the 8-K regarding the material definitive agreement introduces uncertainty about its nature and potential impact.

Key Numbers

• 2025-09-22 — Report Date (Earliest event reported)

Key Players & Entities

• Carter's Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• 001-31829 (file_number) — SEC File Number
• 13-3912933 (ein) — EIN

FAQ

Key Financial Figures

• $0.01 — ich registered Common stock, par value $0.01 per share CRI New York Stock Exchan
• $160.00 — of the Company at an exercise price of $160.00 per Right, subject to adjustment. The d
• $1.00 — vidend payments equal to the greater of $1.00 per share and 10,000 times the amount o
• $10,000 — l entitle the holder thereof to receive $10,000 plus accrued and unpaid dividends per s
• $0.0001 — n whole, but not in part, at a price of $0.0001 per Right (subject to adjustment and pa

Filing Documents

• d919056d8k.htm (8-K) — 55KB
• d919056dex991.htm (EX-99.1) — 15KB
• g919056g0924050935704.jpg (GRAPHIC) — 3KB
• 0001193125-25-214246.txt ( ) — 202KB
• cri-20250922.xsd (EX-101.SCH) — 3KB
• cri-20250922_lab.xml (EX-101.LAB) — 18KB
• cri-20250922_pre.xml (EX-101.PRE) — 11KB
• d919056d8k_htm.xml (XML) — 4KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2025 Carter's, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-31829 13-3912933 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) Phipps Tower , 3438 Peachtree Road NE , Suite 1800 Atlanta , Georgia 30326 (Address of principal executive offices, including zip code) (678) 791-1000 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $0.01 per share CRI New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ((230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ((240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. Item1.01. Entry into a Material Definitive Agreement. The information set forth in Item 3.03 of this Current Report is incorporated into this Item 1.01 by reference. Item3.03. Material Modification to Rights of Security Holders. On September 22, 2025, the board of directors (the " Board ") of Carter's, Inc., a Delaware corporation (the " Company "), authorized the Company's entry into a stockholder rights agreement and declared a dividend of one right (a " Right ") for each outstanding share of common stock of the Company, par value $0.01 per share (" Common Stock "), to stockholders of record at the close of business on October 3, 2025 (the " Record Date "). Each Right entitles its holder, subject to the terms of the Rights Agreement (as defined below), to purchase from the Company one ten-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (" Preferred Stock "), of the Company at an exercise price of $160.00 per Right, subject to adjustment. The description and terms of the Rights are set forth in a stockholder rights agreement, dated as of September 22, 2025 (the " Rights Agreement "), between the Company and Equiniti Trust Company, LLC, a New York limited liability trust company, as rights agent (and any successor rights agent, the " Rights Agent "). The Rights Agreement was adopted to deter the acquisition of actual, de facto or negative control of the Company by any person or group through open market accumulation and to preserve the long-term value for the Company's stockholders. The Rights Agreement is not expected to interfere with any merger or other business combination approved by the Board. The Rights . The Rights will attach to any shares of Common Stock that become outstanding after the Record Date and prior to the earlier of the Distribution Time (as defined below) and the Expiration Time (as defined below), and in certain other circumstances described in the Rights Agreement. Until the Distribution Time, the Rights are associated with Common Stock and evidenced by Common Stock certificates or, in the case of uncertificated shares of Common Stock, the book-entry account that evidences record ownership of such shares, which will contain a notation incorporating the Rights Agreement by reference, and the Rights are transferable with and only with the underlying shares of Common Stock. Until the Distribution Time, the surrender for transfer of any shares of Common Stock will also constitute the transfer of the Rights associated with those shares. As soon as practicable after the Distribution Time, separate rights certificates will be mailed to holders of record of Common Stock as of the Distribution Time. From and after the Distribution Time, the separate rights certificates alone will represent the Rights. The Rights are not exercisable until the Distribution Time. Until a Right is exercised, its holder will have no rights as a stockholder of the Company, including the right to vote or to receive

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View this 8-K filing on SEC EDGAR