Carter's Inc. Files 8-K with Bylaw Amendments
Ticker: CRI · Form: 8-K · Filed: Nov 13, 2025 · CIK: 1060822
Sentiment: neutral
Topics: corporate-governance, filing-update, financial-reporting
TL;DR
Carter's filed an 8-K on 11/13/25 for bylaw changes & financial updates.
AI Summary
Carter's Inc. filed an 8-K on November 13, 2025, reporting amendments to its Articles of Incorporation or Bylaws, a Regulation FD Disclosure, and financial statements/exhibits. The filing indicates changes related to its common stock and Series A Preferred Stock, with the company incorporated in Delaware and headquartered in Atlanta, GA.
Why It Matters
This filing signals potential changes in Carter's corporate governance or financial structure, which could impact shareholder rights and the company's operational framework.
Risk Assessment
Risk Level: low — The filing is routine and pertains to corporate governance and financial reporting, not indicating immediate operational or financial distress.
Key Numbers
- 001-31829 — SEC File Number (Identifies the specific filing for Carter's Inc.)
- 13-3912933 — EIN (Employer Identification Number for Carter's Inc.)
Key Players & Entities
- Carter's Inc. (company) — Registrant
- November 13, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- Atlanta, GA (location) — Business address city and state
- us-gaap:CommonStockMember (security) — Related to filing values
- us-gaap:SeriesAPreferredStockMember (security) — Related to filing values
FAQ
What specific amendments were made to Carter's Inc.'s Articles of Incorporation or Bylaws?
The filing indicates amendments were made, but the specific details of these changes are not provided in the provided text excerpt.
What is the nature of the Regulation FD Disclosure mentioned in the filing?
The provided text does not specify the content of the Regulation FD Disclosure.
What financial statements and exhibits are included with this 8-K filing?
The filing lists 'Financial Statements and Exhibits' as an item, but the specific documents are not detailed in the excerpt.
When was Carter's Inc. incorporated, and in which state?
Carter's Inc. was incorporated in Delaware.
What is the business address of Carter's Inc. as reported in this filing?
The business address is Phipps Tower, 3438 Peachtree Road NE, Suite 1800, Atlanta, GA 30326.
Filing Stats: 1,032 words · 4 min read · ~3 pages · Grade level 10.7 · Accepted 2025-11-13 16:27:47
Key Financial Figures
- $0.01 — ich Registered Common stock, par value $0.01 per share CRI New York Stock Exchange
Filing Documents
- cri-20251113.htm (8-K) — 43KB
- cartersincamendedandrestat.htm (EX-3.1) — 748KB
- cri-ex9912025q4dividendpre.htm (EX-99.1) — 8KB
- image_0.jpg (GRAPHIC) — 19KB
- 0001060822-25-000160.txt ( ) — 1075KB
- cri-20251113.xsd (EX-101.SCH) — 2KB
- cri-20251113_def.xml (EX-101.DEF) — 17KB
- cri-20251113_lab.xml (EX-101.LAB) — 30KB
- cri-20251113_pre.xml (EX-101.PRE) — 18KB
- cri-20251113_htm.xml (XML) — 4KB
03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On November 13, 2025, the Board of Directors (the "Board") of Carter's, Inc. (the "Company") approved an amendment to the Company's By-Laws (the By-Laws, as so amended, the "Amended and Restated By-Laws"). The Amended and Restated By-Laws, effective as of November 13, 2025, include the following key changes: Section 1.2 was amended to clarify that if a special meeting of stockholders is held in lieu of an annual meeting, only business that could have been properly brought at an annual meeting may be brought at the special meeting. Section 1.3 was amended to restrict the ability to call a special meeting of stockholders by (1) a vote of the majority of directors or (2) a stockholder of record of more than 35% of the outstanding common stock of the Company, and to eliminate detailed disclosure requirements that are duplicative of disclosure requirements located elsewhere in the Amended and Restated By-Laws. Section 1.4 was amended to incorporate by reference certain provisions of the General Corporation Law of the State of Delaware (the "DGCL"), including the affidavit of mailing requirements in Section 232 of the DGCL. Sections 1.6 and 1.7 were amended to clarify the ability to adjourn a meeting and adds the ability to have a recess. Section 1.9 was amended to clarify that a proxy must be on file with the Secretary of the Company prior to or at a meeting of stockholders, to require that any proxy to be acted upon more than three years from its date must expressly provide for a period longer than three years, and to remove the requirement that any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy color other than white. Section 1.12 was amended to require that a shareholder nominating a director hold shares of record through the date of the meeting, and to update various disclosure and notice requirements for nominating a director.
01 Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On November 13, 2025, the Company announced, in a press release, the declaration of a quarterly cash dividend to the Company's shareholders. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in Item 7.01 of this report shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. Exhibit Number Description 3.1 Amended and Restated By-Laws 99.1 Press Release Dated November 13, 2025 104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL Signature Pursuant to the requirements of the Securities Exchange Act of 1934, Carter's, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. November 13, 2025 CARTER'S, INC. By: /s/ Antonio D. Robinson Name: Antonio D. Robinson Title: Chief Legal & Compliance Officer and Secretary