Form 8-K

8-K — CARTERS INC

Accession: 0001060822-26-000070

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0001060822

SIC: 2300 (APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — cri-20260506.htm (Primary)

EX-99.1 (cri-ex991q12026.htm)

GRAPHIC — CARTER'S,INC. LOGO (carters_logoa01a01a01a01a19.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: cri-20260506.htm · Sequence: 1

cri-20260506

0001060822false00010608222026-05-062026-05-060001060822us-gaap:CommonStockMember2026-05-062026-05-060001060822us-gaap:SeriesAPreferredStockMember2026-05-062026-05-06

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): May 6, 2026

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

Series A Preferred Stock Purchase Rights - 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. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 6, 2026, Carter’s, Inc. issued a press release announcing its financial results for its fiscal quarter ended April 4, 2026. A copy of that press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in the Current Report on Form 8-K is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

Exhibit

Number Description

99.1

Press release dated May 6, 2026

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.

May 6, 2026

CARTER’S, INC.

By: /s/ Antonio D. Robinson

Name: Antonio D. Robinson

Title: Chief Administrative & Compliance Officer, Corporate Secretary

EX-99.1

Filename: cri-ex991q12026.htm · Sequence: 2

Document

EXHIBIT 99.1

Contact:

T.C. Robillard

Vice President, Investor Relations

tc.robillard@carters.com

Carter’s, Inc. Reports First Quarter Fiscal 2026 Results

•Net sales $681 million vs. $630 million in Q1 2025, growth of 8.1%

•U.S. Retail comparable sales increased 10.5%, the fourth consecutive quarter of growth

•Operating margin 4.2% vs. 4.1% in Q1 2025

•Adjusted operating margin 4.2% vs. 5.6% in Q1 2025

•Diluted EPS $0.39 vs. $0.43 in Q1 2025; adjusted diluted EPS $0.39 vs. $0.66 in Q1 2025

•Returned $9 million to shareholders through dividends

•Reiterates outlook for full-year

ATLANTA, May 6, 2026 - Carter’s, Inc. (NYSE:CRI), North America’s largest and most-enduring apparel company exclusively for babies and young children, today reported its first quarter fiscal 2026 results.

“We saw strong demand for our brands during the first quarter across each of our U.S. Retail, U.S. Wholesale and International channels,” said Richard F. Westenberger, interim Chief Executive Officer & President, Chief Financial Officer & Chief Operating Officer. “We posted strong results over the Easter holiday selling period which occurred earlier this year and our investments in marketing drove meaningful traffic increases in our U.S. Retail store and eCommerce businesses.

“Our profitability in the quarter was negatively affected by higher tariffs, investment spending and other inflationary cost pressures and higher interest costs. We expect the impact of these items to moderate as we move through the year and today we have reiterated our full year outlook for both sales and operating profit growth in 2026.

“As announced last week, we look forward to welcoming Sharon Price John as our new Chief Executive Officer next month. Sharon’s extensive industry experience, especially in the children’s space, and her demonstrated record of success position her well to lead the next chapter of Carter’s transformation and growth.”

Adjustments to Reported GAAP Results

In addition to the results presented in this earnings release in accordance with GAAP, the Company has provided adjusted, non-GAAP financial measurements, as presented below. The Company believes these

adjustments provide a meaningful comparison of the Company’s results and afford investors a view of what management considers to be the Company’s underlying performance. These measures are presented for informational purposes only. See “Reconciliation of Adjusted Results to GAAP” section of this release for additional disclosures and reconciliations regarding these non-GAAP financial measures.

There were no adjustments in the first quarter of fiscal 2026. First quarter of fiscal 2025 results included pre-tax expenses of $6.1 million related to the retirement of the Company’s previous CEO and $3.2 million related to operating model improvement initiatives.

Fiscal Quarter Ended

April 4, 2026 March 29, 2025

(In millions, except earnings per share) Operating Income % Net Sales Net Income Diluted EPS Operating Income % Net Sales Net Income Diluted EPS

As reported (GAAP) $ 28.4 4.2 % $ 14.3 $ 0.39 $ 26.1 4.1 % $ 15.5 $ 0.43

Leadership transition costs — — — 6.1 5.8 0.16

Operating model improvement costs — — — 3.2 2.4 0.07

As adjusted $ 28.4 4.2 % $ 14.3 $ 0.39 $ 35.4 5.6 % $ 23.8 $ 0.66

Note: Results may not be additive due to rounding.

Consolidated Results

First Quarter of Fiscal 2026 compared to First Quarter of Fiscal 2025

Net sales increased $51.3 million, or 8.1%, to $681.1 million, compared to $629.8 million in the first quarter of fiscal 2025, reflecting growth in each segment. Net sales in the U.S. Retail, International, and U.S. Wholesale segments grew 12.8%, 14.3%, and 0.5%, respectively. U.S. Retail comparable net sales increased 10.5%. Changes in foreign currency exchange rates used for translation had a favorable effect on consolidated net sales of approximately $5.6 million, or 0.9% in the first quarter of fiscal 2026, as compared to the first quarter of fiscal 2025.

Operating income increased $2.3 million, or 9.0%, to $28.4 million, compared to $26.1 million in the first quarter of fiscal 2025. Operating margin increased to 4.2%, compared to 4.1% in the prior year period, reflecting higher pricing, favorable channel mix, partially offset by incremental tariff costs, inflationary pressure in store-related expenses, as well as the non-recurrence of costs related to leadership transition and operating model improvements in the first quarter of fiscal 2025.

Adjusted operating income (a non-GAAP measure) decreased $6.9 million, or 19.6%, to $28.4 million, compared to $35.4 million in the first quarter of fiscal 2025. Adjusted operating margin decreased to 4.2%, compared to 5.6% in the prior year period, principally due to incremental tariff costs, inflationary pressure in store-related expenses, partially offset by higher pricing, favorable channel mix, and benefits from cost savings initiatives.

Net income decreased $1.2 million to $14.3 million, or $0.39 per diluted share, compared to $15.5 million, or $0.43 per diluted share, in the first quarter of fiscal 2025.

Adjusted net income (a non-GAAP measure) decreased $9.4 million to $14.3 million, compared to $23.8 million in the first quarter of fiscal 2025. Adjusted earnings per diluted share (a non-GAAP measure) was $0.39, compared to $0.66 in the first quarter of fiscal 2025.

Net cash provided by operations in the first quarter of fiscal 2026 was $6.4 million, compared to net cash used in operation of $48.6 million in the prior year period. The improved operating cash flow was primarily driven by higher sell through of inventory during the period, lower days of supply, and the timing of interest payments on our senior notes.

See the “Reconciliation of Adjusted Results to GAAP” sections of this release for additional disclosures regarding non-GAAP measures.

Return of Capital

In the first quarter of fiscal 2026, the Company paid a cash dividend of $0.25 per common share totaling $9.2 million. No shares were repurchased in the first quarter.

Future declarations of quarterly dividends and the establishment of future record and payment dates will be at the discretion of the Company’s Board of Directors based on a number of factors, including business conditions, the Company’s future financial performance, investment priorities, and other considerations.

2026 Business Outlook

We do not reconcile forward-looking adjusted operating income or adjusted diluted earnings per share to their most directly comparable GAAP measures because we cannot predict with reasonable certainty the ultimate outcome of certain components of such reconciliations that are not within our control due to factors described above, or others that may arise, without unreasonable effort. For these reasons, we are unable to assess the probable significance of the unavailable information, which could materially impact the amount of future operating income or diluted EPS, the most directly comparable GAAP metrics to adjusted operating income and adjusted diluted earnings per share, respectively.

The Company’s outlook (and related assumptions) for the second quarter and full-year fiscal 2026 include an anticipated non-GAAP adjustment related to CEO transition costs of approximately $2 million to $3 million. If the Company were to receive refunds of previously paid tariffs, the Company intends to treat such refunds as non-GAAP adjustments in the appropriate period.

For fiscal year 2026 (a 52 week fiscal year), the Company projects approximately:

•Low single-digit to mid-single-digit percentage growth in net sales ($2.898 billion in fiscal 2025);

•Low single-digit to mid-single-digit percentage growth in adjusted operating income ($176 million in fiscal 2025);

•Low double-digit to mid-teens percentage decline in adjusted diluted earnings per share ($3.47 in fiscal 2025);

•Operating cash flow of $110 million to $120 million; and

•Capital expenditures of $55 million.

The Company's outlook for fiscal year 2026 assumes (comparisons vs. prior year unless otherwise noted):

•Earnings contributions weighted to the second half due to greater projected net impact of tariffs and investment spending in the first half relative to the second half;

•Lower gross margin rate, reflecting incremental tariff costs partially offset by higher pricing, other tariff mitigation actions, and productivity savings;

•Low-single digit increase in SG&A, reflecting organizational restructuring and store fleet rationalization savings offset by investments in demand creation, information technology, and other cost inflation across the business;

•Net interest expense of approximately $40 million, reflecting higher principal amount and coupon rate associated with the refinancing of its senior notes in Q4 2025;

•Effective tax rate of approximately 22%; and

•Average number of shares outstanding of approximately 36 million.

For the second quarter of fiscal 2026, the Company projects approximately:

•Low-single-digit percentage growth in net sales ($585 million in Q2 fiscal 2025);

•$11 million to $13 million in adjusted operating income ($12 million in Q2 fiscal 2025); and

•$0.02 to $0.06 in adjusted diluted earnings per share ($0.17 in Q2 fiscal 2025).

The Company's outlook for second quarter fiscal 2026 assumes (comparisons vs. prior year unless otherwise noted):

•Earlier Easter holiday (2026 vs 2025);

•Lower gross margin rate, reflecting higher net incremental tariff costs, partially offset by higher planned pricing, supply chain mitigation actions, and productivity improvements;

•Low single-digit increase in SG&A, reflecting organizational restructuring savings offset by investments in demand creation and other cost inflation across the business;

•Net interest expense of approximately $10 million, reflecting higher principal amount and coupon rate associated with the refinancing of its senior notes in Q4 2025;

•Average number of shares outstanding of approximately 36 million.

Conference Call

The Company will hold a conference call with investors to discuss first quarter fiscal 2026 results and its business outlook on May 6, 2026 at 8:30 a.m. Eastern Standard Time. To listen to a live webcast and view the accompanying presentation materials, please visit ir.carters.com and select links for “News & Events” followed by “Events.” To access the call by phone, please preregister on https://register-conf.media-server.com/register/BI8f3f9f0c26574d83b41c9aff8fe5b51e to receive your dial-in number and unique passcode.

A webcast replay will be available shortly after the conclusion of the call at ir.carters.com.

About Carter’s, Inc.

Carter’s, Inc. is North America’s largest and most-enduring apparel company exclusively for babies and young children. The Company’s core brands are Carter’s and OshKosh B’gosh, iconic and among the sector’s most trusted names. These brands are sold through more than 1,000 Company-operated stores in the United States, Canada, and Mexico, and online at www.carters.com, www.oshkosh.com,

www.cartersoshkosh.ca, and www.carters.com.mx. Carter’s also is the largest supplier of baby and young children’s apparel to North America’s biggest retailers. The Company’s Child of Mine brand is available exclusively at Walmart, its Just One You brand is available at Target, and its Simple Joys brand is available on Amazon.com. The Company’s emerging brands include Little Planet, crafted with organic fabrics and sustainable materials, Otter Avenue, a toddler-focused apparel brand, and Skip Hop, baby essentials from tubs to toys. Carter’s is headquartered in Atlanta, Georgia. Additional information may be found at www.carters.com.

Forward Looking Statements

Statements in this press release that are not historical fact and use predictive words such as “estimates”, “outlook”, “guidance”, “expect”, “believe”, “intend”, “designed”, “target”, “plans”, “may”, “will”, “are confident” and similar words are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). These forward-looking statements and related assumptions involve risks and uncertainties that could cause actual results and outcomes to differ materially from any forward-looking statements or views expressed in this press release. These risks and uncertainties include, but are not limited to, those disclosed in Part II, Item 1A. “Risk Factors” of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2026 and Part I, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2026, and otherwise in our reports and filings with the Securities and Exchange Commission, as well as the following factors: changes in global economic and financial conditions, and the resulting impact on consumer confidence and consumer spending, as well as other changes in consumer discretionary spending habits; risks related to public health crises; risks related to the organizational restructuring plan, including, but not limited to, our ability to achieve the expected savings from the plan and to fully implement the plan; risks related to consumer tastes and preferences, as well as fashion trends; the failure to protect our intellectual property; the diminished value of our brands, potentially as a result of negative publicity or unsuccessful branding and marketing efforts; delays, product recalls, or loss of revenue due to a failure to meet our quality standards; risks related to uncertainty regarding the future of international trade agreements and the United States’ position on international trade, as well as significant political, trade, and regulatory developments and other circumstances beyond our control; the roll-back of incremental tariffs imposed under the International Emergency Economic Powers Act (the “incremental tariffs”) and any additional actions taken in response to their roll-back, including, but not limited to, tariffs imposed pursuant to Section 122 of the Trade Act of 1974 (the “122 tariffs”) and potential tariffs imposed under Section 301 of the Trade Act of 1974; our ability to recover refunds of incremental tariff amounts or other tariff amounts paid; increased competition in the marketplace; ongoing political and economic conflicts that could impact our global and domestic operations, including, but not limited to, the conflict between the United States, Israel, and Iran; financial difficulties for one or more of our major customers; identification of locations and negotiation of appropriate lease terms for our retail stores; distinct risks facing our eCommerce business; failure to forecast demand for our products and our failure to manage our inventory; increased margin pressures, including increased cost of materials and labor and our inability to successfully increase prices to offset these increased costs; continued inflationary pressures with respect to labor and raw

materials and global supply chain constraints that have, and could continue, to affect freight, transit, and other costs; fluctuations in foreign currency exchange rates; unseasonable or extreme weather conditions; risks associated with corporate responsibility issues; our foreign sourcing arrangements; a relatively small number of vendors supply a significant amount of our products; disruptions in our supply chain, including increased transportation and freight costs; our ability to effectively source and manage inventory; problems with our Braselton, Georgia distribution facility; pending and threatened lawsuits; a breach of our information technology systems and the loss of personal data or a failure to implement new information technology systems successfully; unsuccessful expansion into international markets; failure to comply with various laws and regulations; failure to properly manage strategic initiatives; retention of key individuals; acquisition and integration of other brands and businesses; failure to achieve sales growth plans and profitability objectives to support the carrying value of our intangible assets; our continued ability to meet obligations related to our debt; changes in our tax obligations, including additional customs, duties or tariffs; our continued ability to declare and pay a dividend; volatility in the market price of our common stock; and the cost or effort required for our shareholders to bring certain claims or actions against us, as a result of our designation of the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings. Except for any ongoing obligations to disclose material information as required by federal securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. The inclusion of any statement in this press release does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.

CARTER’S, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands, except per share data)

(unaudited)

Fiscal Quarter Ended

April 4, 2026 March 29, 2025

Net sales $ 681,113 $ 629,827

Cost of goods sold 387,240 338,737

Gross profit 293,873 291,090

Royalty income, net 4,619 5,332

Selling, general, and administrative expenses 270,049 270,320

Operating income 28,443 26,102

Interest expense 11,757 7,819

Interest income (3,256) (3,142)

Other expense, net 86 76

Income before income taxes 19,856 21,349

Income tax provision 5,520 5,810

Net income $ 14,336 $ 15,539

Basic net income per common share $ 0.39 $ 0.43

Diluted net income per common share $ 0.39 $ 0.43

Dividend declared and paid per common share $ 0.25 $ 0.80

CARTER’S, INC.

BUSINESS SEGMENT RESULTS

(dollars in thousands)

(unaudited)

Fiscal Quarter Ended

April 4, 2026 % of

Consolidated net sales March 29, 2025 % of

Consolidated net sales

Net sales:

U.S. Retail $ 332,248 48.8 % $ 294,432 46.8 %

U.S. Wholesale 251,406 36.9 % 250,096 39.7 %

International 97,459 14.3 % 85,299 13.5 %

Consolidated net sales $ 681,113 100.0 % $ 629,827 100.0 %

Segment operating income (loss):

Segment operating margin

U.S. Retail $ 9,037 2.7 % $ 2,308 0.8 %

U.S. Wholesale 36,784 14.6 % 55,309 22.1 %

International 4,159 4.3 % (215) (0.3) %

Total segment operating income (loss) $ 49,980 7.3 % $ 57,402 9.1 %

Items not included in segment operating income: Consolidated operating margin Consolidated operating margin

Unallocated corporate expenses (a)

$ (21,537) n/a $ (22,012) n/a

Leadership transition costs (b)

— n/a (6,126) n/a

Operating model improvement costs (c)

— n/a (3,162) n/a

Consolidated operating income $ 28,443 4.2 % $ 26,102 4.1 %

(a)Unallocated corporate expenses include corporate overhead expenses that are not directly attributable to one of our business segments and include unallocated accounting, finance, legal, human resources, and information technology expenses, occupancy costs for our corporate headquarters, and other benefit and compensation programs, including performance-based compensation.

(b)Related to costs associated with the transition of our former CEO, including accelerated vesting of outstanding time-based restricted stock awards.

(c)Primarily related to third-party consulting costs.

CARTER’S, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share data)

(unaudited)

April 4, 2026 January 3, 2026 March 29, 2025

ASSETS

Current assets:

Cash and cash equivalents $ 473,435 $ 487,075 $ 320,794

Accounts receivable, net of allowance for credit losses of $6,018, $7,587, and $5,213, respectively

196,596 178,566 203,873

Finished goods inventories, net of inventory reserves of $12,027, $8,897, and $9,641, respectively

465,876 544,624 474,124

Prepaid expenses and other current assets 75,720 60,508 50,216

Total current assets 1,211,627 1,270,773 1,049,007

Property, plant, and equipment, net of accumulated depreciation of $617,458, $609,059, and $612,079, respectively

179,038 186,307 179,247

Operating lease assets 578,585 591,806 568,856

Tradenames, net 268,600 268,659 268,836

Goodwill 208,413 208,994 207,125

Customer relationships, net 19,249 20,128 22,672

Other assets 18,643 18,803 36,057

Total assets $ 2,484,155 $ 2,565,470 $ 2,331,800

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 188,692 $ 235,700 $ 199,056

Current operating lease liabilities 133,384 136,488 125,556

Other current liabilities 111,349 133,809 84,734

Total current liabilities 433,425 505,997 409,346

Long-term debt, net 567,487 567,173 498,328

Deferred income taxes 42,910 39,380 45,300

Long-term operating lease liabilities 495,442 508,461 498,628

Other long-term liabilities 16,434 19,411 32,953

Total liabilities $ 1,555,698 $ 1,640,422 $ 1,484,555

Commitments and contingencies

Shareholders’ equity:

Preferred stock; par value $0.01 per share; 100,000 shares authorized; none issued or outstanding

$ — $ — $ —

Common stock, voting; par value $0.01 per share; 150,000,000 shares authorized; 36,850,117, 36,425,877, and 36,237,114 shares issued and outstanding, respectively

369 364 362

Additional paid-in capital 20,251 19,584 9,385

Accumulated other comprehensive loss (26,740) (24,361) (43,066)

Retained earnings 934,577 929,461 880,564

Total shareholders’ equity 928,457 925,048 847,245

Total liabilities and shareholders’ equity $ 2,484,155 $ 2,565,470 $ 2,331,800

CARTER’S, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(unaudited)

Fiscal Quarter Ended

April 4, 2026 March 29, 2025

Cash flows from operating activities:

Net income $ 14,336 $ 15,539

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation of property, plant, and equipment 12,684 12,340

Amortization of intangible assets 941 914

Provision for excess and obsolete inventory, net 3,140 1,385

Amortization of debt issuance costs 568 415

Stock-based compensation expense 3,684 9,753

Unrealized foreign currency exchange loss (gain), net 95 (295)

Recoveries of doubtful accounts receivable from customers (1,558) (454)

Unrealized gain on investments (460) (329)

Deferred income taxes expense 3,645 6,572

Other operating items, net (547) —

Effect of changes in operating assets and liabilities:

Accounts receivable (16,573) (8,603)

Finished goods inventories 74,994 27,122

Prepaid expenses and other assets (14,991) (19,035)

Accounts payable and other liabilities (73,541) (93,968)

Net cash provided by (used in) operating activities $ 6,417 $ (48,644)

Cash flows from investing activities:

Capital expenditures $ (6,960) $ (10,346)

Net cash used in investing activities $ (6,960) $ (10,346)

Cash flows from financing activities:

Dividends paid $ (9,220) $ (28,999)

Withholdings from vesting of restricted stock (3,012) (4,222)

Other — (370)

Net cash used in financing activities $ (12,232) $ (33,591)

Net effect of exchange rate changes on cash and cash equivalents (865) 449

Net decrease in cash and cash equivalents $ (13,640) $ (92,132)

Cash and cash equivalents, beginning of period 487,075 412,926

Cash and cash equivalents, end of period $ 473,435 $ 320,794

CARTER’S, INC.

RECONCILIATION OF ADJUSTED RESULTS TO GAAP

(dollars in millions, except earnings per share)

(unaudited)

Fiscal Quarter Ended March 29, 2025

SG&A % Net Sales Operating Income % Net Sales Income Taxes Net Income Diluted EPS

As reported (GAAP) $ 270.3 42.9 % $ 26.1 4.1 % $ 5.8 $ 15.5 $ 0.43

Operating model improvement costs (b)

(3.2) 3.2 0.8 2.4 0.07

Leadership transition costs (c)

(6.1) 6.1 0.3 5.8 0.16

As adjusted (a)

$ 261.0 41.4 % $ 35.4 5.6 % $ 6.9 $ 23.8 $ 0.66

Fiscal Quarter Ended June 28, 2025

SG&A % Net Sales Operating Income % Net Sales Income Taxes Net Income Diluted EPS

As reported (GAAP) $ 281.0 48.0 % $ 4.0 0.7 % $ 1.3 $ 0.4 $ 0.01

Operating model improvement costs (b)

(6.6) 6.6 1.6 5.0 0.14

Leadership transition costs (c)

(1.1) 1.1 0.3 0.8 0.02

As adjusted (a)

$ 273.3 46.7 % $ 11.8 2.0 % $ 3.1 $ 6.3 $ 0.17

Fiscal Year Ended January 3, 2026 (53 weeks)

SG&A % Net Sales Operating Income % Net Sales Income Taxes Net Income Diluted EPS

As reported (GAAP) $ 1,188.8 41.0 % $ 143.9 5.0 % $ 22.0 $ 91.8 $ 2.53

Operating model improvement costs(b)

(14.2) 14.2 3.4 10.8 0.30

Organizational restructuring(d)

(9.8) 9.8 2.4 7.5 0.20

Leadership transition costs(c)

(8.1) 8.1 0.7 7.3 0.20

Pension plan settlement(e)

— — 2.1 6.7 0.18

Loss on extinguishment of debt(f)

— — 0.4 1.3 0.03

Deferred compensation plan termination(g)

— — (0.8) 0.8 0.03

As adjusted (a)

$ 1,156.7 39.9 % $ 176.0 6.1 % $ 30.3 $ 126.1 $ 3.47

(a)In addition to the results provided in this earnings release in accordance with GAAP, the Company has provided adjusted, non-GAAP financial measurements that present SG&A, operating income, income taxes, net income, and net income on a diluted share basis excluding the adjustments discussed above. The Company believes these adjustments provide a meaningful comparison of the Company’s results and afford investors a view of what management considers to be the Company's core performance. The adjusted, non-GAAP financial measurements included in this earnings release should not be considered as an alternative to net income or as any other measurement of performance derived in accordance with GAAP. The adjusted, non-GAAP financial measurements are presented for informational purposes only and are not necessarily indicative of the Company’s future condition or results of operations.

(b)Primarily related to third-party consulting costs.

(c)Related to costs associated with the transition of our former CEO, including accelerated vesting of outstanding time-based restricted stock awards.

(d)Related to charges for severance and other termination benefits as a result of organizational restructuring.

(e)Non-cash charges for settlement of the OshKosh B’Gosh Pension Plan.

(f)Related to redemption of the $500 million senior notes due 2027 and cash-flow based revolving credit facility.

(g)Incremental income tax impact resulting from the announced termination of the Company’s deferred compensation plan.

Note: No adjustments were made to GAAP results in the first quarter of fiscal 2026. Results may not be additive due to rounding.

CARTER’S, INC.

RECONCILIATION OF NET INCOME ALLOCABLE TO COMMON SHAREHOLDERS

(unaudited)

Fiscal Quarter Ended

April 4, 2026 March 29, 2025

Weighted-average number of common and common equivalent shares outstanding:

Basic number of common shares outstanding 35,493,430 35,312,090

Dilutive effect of equity awards 2,545 1,923

Diluted number of common and common equivalent shares outstanding 35,495,975 35,314,013

As reported on a GAAP Basis:

(dollars in thousands, except per share data)

Basic net income per common share:

Net income $ 14,336 $ 15,539

Income allocated to participating securities (393) (285)

Net income available to common shareholders $ 13,943 $ 15,254

Basic net income per common share $ 0.39 $ 0.43

Diluted net income per common share:

Net income $ 14,336 $ 15,539

Income allocated to participating securities (393) (285)

Net income available to common shareholders $ 13,943 $ 15,254

Diluted net income per common share $ 0.39 $ 0.43

As adjusted (a):

Basic net income per common share:

Net income $ 14,336 $ 23,750

Income allocated to participating securities (393) (468)

Net income available to common shareholders $ 13,943 $ 23,282

Basic net income per common share $ 0.39 $ 0.66

Diluted net income per common share:

Net income $ 14,336 $ 23,750

Income allocated to participating securities (393) (468)

Net income available to common shareholders $ 13,943 $ 23,282

Diluted net income per common share $ 0.39 $ 0.66

(a)In addition to the results provided in this earnings release in accordance with GAAP, the Company has provided adjusted, non-GAAP financial measurements that present per share data excluding the adjustments discussed above. The Company has excluded $8.2 million in after-tax expenses from these results for the fiscal quarter ended March 29, 2025.

Note: Results may not be additive due to rounding.

CARTER’S, INC.

RECONCILIATION OF ADJUSTED RESULTS TO GAAP

(dollars in millions)

(unaudited)

The following table provides a reconciliation of net income to EBITDA and Adjusted EBITDA for the periods indicated:

Fiscal Quarter Ended Four Fiscal Quarters Ended

April 4, 2026 March 29, 2025 April 4, 2026

Net income $ 14.3 $ 15.5 $ 90.6

Interest expense 11.8 7.8 38.2

Interest income (3.3) (3.1) (13.6)

Income tax provision 5.5 5.8 21.7

Depreciation and amortization 13.6 13.3 55.6

EBITDA $ 42.0 $ 39.3 $ 192.6

Adjustments to EBITDA

Leadership transition costs (a)

$ — $ 6.1 $ 1.9

Operating model improvement costs (b)

— 3.2 11.0

Organizational restructuring (c)

— — 9.8

Loss on extinguishment of debt (d)

— — 1.7

Pension plan settlement (e)

— — 8.8

Total adjustments — 9.3 33.2

Adjusted EBITDA $ 42.0 $ 48.6 $ 225.8

(a)Related to costs associated with the transition of our former CEO, including accelerated vesting of outstanding time-based restricted stock awards.

(b)Primarily related to third-party consulting costs.

(c)Related to charges for severance and other termination benefits as a result of organizational restructuring.

(d)Related to redemption of the $500 million senior notes due 2027 and cash-flow based revolving credit facility.

(e)Non-cash charges for settlement of the OshKosh B’Gosh Pension Plan.

Note: Results may not be additive due to rounding.

EBITDA and Adjusted EBITDA are supplemental financial measures that are not defined or prepared in accordance with GAAP. We define EBITDA as net income before interest, income taxes, and depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for the items described in footnotes (a) - (e) to the table above.

We present EBITDA and Adjusted EBITDA because we consider them important supplemental measures of our performance and believe they are frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in our industry. These measures also afford investors a view of what management considers to be the Company's core performance.

The use of EBITDA and Adjusted EBITDA instead of net income or cash flows from operations has limitations as an analytical tool, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. EBITDA and Adjusted EBITDA do not represent net income or cash flow from operations as those terms are defined by GAAP and do not necessarily indicate whether cash flows will be sufficient to fund cash needs. While EBITDA, Adjusted EBITDA and similar measures are frequently used as measures of operations and the ability to meet debt service requirements, these terms are not necessarily comparable to other similarly titled captions of other companies due to the potential inconsistencies in the method of calculation. EBITDA and Adjusted EBITDA do not reflect the impact of earnings or charges resulting from matters that we consider not to be indicative of our ongoing operations. Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as discretionary cash available to us for working capital, debt service and other purposes.

CARTER’S, INC.

RECONCILIATION OF GAAP AND NON-GAAP INFORMATION

(dollars in millions)

(unaudited)

The table below reflects the calculation of constant currency net sales on a consolidated and International segment basis for the fiscal quarter ended April 4, 2026:

Fiscal Quarter Ended

Reported Net Sales

April 4, 2026 Impact of Foreign Currency Translation Constant-Currency Net Sales

April 4, 2026 Reported Net Sales

March 29, 2025 Reported Net Sales % Change Constant-Currency Net Sales % Change

Consolidated net sales $ 681.1 $ 5.6 $ 675.5 $ 629.8 8.1 % 7.3 %

International segment net sales $ 97.5 $ 5.6 $ 91.9 $ 85.3 14.3 % 7.7 %

The Company evaluates its net sales on both an “as reported” and a “constant currency” basis. The constant currency presentation, which is a non-GAAP measure, excludes the impact of fluctuations in foreign currency exchange rates that occurred between the comparative periods. Constant currency net sales results are calculated by translating current period net sales in local currency to the U.S. dollar amount by using the currency conversion rate for the prior comparative period. The Company consistently applies this approach to net sales for all countries where the functional currency is not the U.S. dollar. The Company believes that the presentation of net sales on a constant currency basis provides useful supplemental information regarding changes in our net sales that were not due to fluctuations in currency exchange rates and such information is consistent with how the Company assesses changes in its net sales between comparative periods.

Note: Results may not be additive due to rounding.

GRAPHIC — CARTER'S,INC. LOGO

GRAPHIC

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