Carters reports $36.61 million net income for Q3 2026

Cover page 3 changes

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For the quarterly period ended July 4, October 3, 2026

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Series A Preferred Stock Purchase Rights - New York Stock Exchange

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As of July 24, October 23, 2026, there were 36,711,185 36,692,500 shares of the registrant s common stock outstanding.

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Financial statements 144 changes

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July 4, 2026 January 3, 2026 June 28, 2025

Cash and cash equivalents $ 653,571 $ 487,075 $ 338,183

Operating lease assets 568,288 591,806 571,303

Goodwill 207,795 208,994 209,016

Customer relationships, net 18,377 20,128 21,854

Other assets 18,191 18,803 38,204

October 3, 2026 January 3, 2026 September 27, 2025

Cash and cash equivalents $ 450,957 $ 487,075 $ 184,190

Short-term investments 75,000

Accounts receivable, net of allowance for credit losses of $ 7,898 11,231 , $ 7,587 , and $ 6,340 12,026 , respectively

Finished goods inventories, net of inventory reserves of $ 11,613 15,394 , $ 8,897 , and $ 10,284 12,347 , respectively

Prepaid expenses and other current assets 73,357 74,497 60,508 60,612 55,576

Total current assets 1,472,517 1,416,347 1,270,773 1,158,221 1,133,781

Property, plant, and equipment, net of accumulated depreciation of $ 585,801 581,338 , $ 609,059 , and $ 598,575 599,467 , respectively

Operating lease assets 562,384 591,806 611,569

Tradenames, net 268,541 268,483 268,659 268,777 268,718

Goodwill 207,559 208,994 208,351

Customer relationships, net 17,483 20,128 20,993

Other assets 19,389 18,803 37,015

Total assets $ 2,732,360 2,669,277 $ 2,565,470 $ 2,455,552 2,469,439

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Accounts payable $ 323,644 $ 235,700 $ 306,399

Current operating lease liabilities 132,717 136,488 124,002

Other current liabilities 139,862 133,809 95,270

Total current liabilities 596,223 505,997 525,671

Deferred income taxes 42,620 39,380 42,290

Accounts payable $ 254,353 $ 235,700 $ 240,235

Current operating lease liabilities 131,492 136,488 150,548

Other current liabilities 123,781 133,809 110,907

Total current liabilities 509,626 505,997 501,690

Long-term debt, net 567,808 568,135 567,173 498,531 498,738

Deferred income taxes 43,340 39,380 41,200

Long-term operating lease liabilities 484,235 479,181 508,461 501,804 529,139

Other long-term liabilities 14,151 14,767 19,411 33,354 34,030

Total liabilities $ 1,705,037 1,615,049 $ 1,640,422 $ 1,601,650 1,604,797

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Additional paid-in capital 23,910 19,584 14,460

Accumulated other comprehensive loss ( 27,349 ) ( 24,361 ) ( 32,817 )

Retained earnings 1,030,395 929,461 871,894

Total shareholders equity 1,027,323 925,048 853,902

Common stock, voting; par value $ 0.01 per share; 150,000,000 shares authorized; 36,711,901 36,692,152 , 36,425,877 , and 36,467,071 36,518,637 shares issued and outstanding, respectively

Additional paid-in capital 26,751 19,584 18,029

Accumulated other comprehensive loss ( 30,719 ) ( 24,361 ) ( 28,107 )

Retained earnings 1,057,829 929,461 874,355

Total shareholders equity 1,054,228 925,048 864,642

Total liabilities and shareholders equity $ 2,732,360 2,669,277 $ 2,565,470 $ 2,455,552 2,469,439

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July 4, 2026 June 28, 2025 July 4, 2026 June 28, 2025

Net sales $ 615,490 $ 585,313 $ 1,296,603 $ 1,215,139

Cost of goods sold 202,891 303,553 590,131 642,289

Gross profit 412,599 281,760 706,472 572,850

Royalty income, net 3,362 3,249 7,981 8,580

Selling, general, and administrative expenses 276,135 280,965 546,184 551,284

Operating income 139,826 4,044 168,269 30,146

Interest expense 11,312 7,857 23,069 15,676

Interest income ( 8,483 ) ( 4,292 ) ( 11,739 ) ( 7,434 )

Other expense (income), net 352 ( 1,224 ) 438 ( 1,148 )

Income before income taxes 136,645 1,703 156,501 23,052

Income tax provision 31,687 1,257 37,207 7,067

Net income $ 104,958 $ 446 $ 119,294 $ 15,985

Basic net income per common share $ 2.87 $ 0.01 $ 3.26 $ 0.43

Diluted net income per common share $ 2.87 $ 0.01 $ 3.26 $ 0.43

Fiscal quarter ended Two Three fiscal quarters ended

October 3, 2026 September 27, 2025 October 3, 2026 September 27, 2025

Net sales $ 752,456 $ 757,836 $ 2,049,060 $ 1,972,975

Cost of goods sold 397,690 416,208 987,822 1,058,497

Gross profit 354,766 341,628 1,061,238 914,478

Royalty income, net 5,176 5,428 13,158 14,008

Selling, general, and administrative expenses 304,172 317,963 850,357 869,246

Operating income 55,770 29,093 224,039 59,240

Interest expense 11,826 7,173 34,895 22,849

Interest income ( 4,797 ) ( 2,573 ) ( 16,536 ) ( 10,007 )

Other expense (income), net 329 882 766 ( 265 )

Pension plan settlement 8,777 8,777

Income before income taxes 48,412 14,834 204,914 37,886

Income tax provision 11,801 3,241 49,009 10,308

Net income $ 36,611 $ 11,593 $ 155,905 $ 27,578

Basic net income per common share $ 1.00 $ 0.32 $ 4.27 $ 0.75

Diluted net income per common share $ 1.00 $ 0.32 $ 4.27 $ 0.75

Dividend declared and paid per common share $ 0.25 $ 0.25 $ 0.50 0.75 $ 1.05 1.30

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July 4, 2026 June 28, 2025 July 4, 2026 June 28, 2025

Net income $ 104,958 $ 446 $ 119,294 $ 15,985

Fiscal quarter ended Two Three fiscal quarters ended

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and 64 more changes in the filing

Note 2: BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 3 changes

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In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments necessary to state fairly the consolidated financial condition, results of operations, comprehensive income, statement of shareholders equity, and cash flows of the Company for the interim periods presented. Except as otherwise disclosed, all such adjustments consist only of those of a normal recurring nature. Operating results for the fiscal quarter ended July 4, October 3, 2026 are not necessarily indicative of the results that may be expected for the current fiscal year ending January 2, 2027.

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The Company operates on a 52 or 53 week fiscal calendar. Fiscal 2026 will end on January 2, 2027 and includes 52 weeks. Fiscal 2025 ended on January 3, 2026 and included 53 weeks. The fiscal quarters ended July 4, October 3, 2026 and June 28, September 27, 2025 each included 13 weeks.

The accounting policies the Company follows are set forth in its most recently filed Annual Report on Form 10-K. There have been no material changes to these accounting policies. During the first quarter of fiscal 2026, the Company began accounting for potential refunds of tariffs previously paid under the International Emergency Economic Powers Act ( IEEPA ) as gain contingencies, as described below. During the third quarter of fiscal 2026, the Company began investing a portion of its cash in certificates of deposit, as described below.

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Notes to the financial statements 14 changes

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During the second quarter of fiscal 2026, the Company received refund payments from U.S. Customs and Border Protection totaling approximately $ 132 million, including interest, in connection with various adjudicated claims, and the related recovery has been recognized. The Company recorded approximately $ 128 million of the recovery as a reduction of Cost of goods sold and $ 4 million in Interest income within our the condensed consolidated statement of operations. As of July 4, October 3, 2026, the Company s remaining unadjudicated IEEPA refund claims, which continue to be accounted for as gain contingencies, were approximately $ 2 million. Uncertainty remains regarding the timing, amount, and ultimate receipt of any further refunds, and accordingly no additional amounts have been recognized in the condensed consolidated financial statements for these remaining claims.

Cash and Cash Equivalents and Short-Term Investments

The Company considers all highly liquid investments that have original maturities of three months or less to be cash equivalents. Cash and cash equivalents include deposit accounts, cash management funds invested in U.S. government instruments, and certificates of deposit with original maturities of three months or less. These investments are stated at cost, which approximates fair value. Cash equivalents also include amounts due from third-party financial institutions for credit and debit card transactions; these amounts typically settle in less than five days.

Investments with original maturities greater than three months at the date of purchase are excluded from Cash and cash equivalents. Such investments are classified as Short-term investments when their remaining maturities as of the balance sheet date are twelve months or less, and within Other assets when their remaining maturities as of the balance sheet date exceed twelve months. The Company s Short-term investments consist of fixed-rate certificates of deposit held with a major financial institution, with interest payable at maturity. These investments are carried at cost, which approximates fair value due to their short-term maturities. Accrued interest is recorded within Prepaid expenses and other current assets in the condensed consolidated balance sheets, and interest earned is recognized in Interest income in the condensed consolidated statement of operations. Purchases of these investments are presented within investing activities in the condensed consolidated statement of cash flows, and amounts received at maturity are presented within investing activities to the extent of the original principal and within operating activities to the extent of interest received.

As of October 3, 2026, the Company held $ 25.0 million of certificates of deposit classified as Cash and cash equivalents and $ 75.0 million of certificates of deposit classified as Short-term investments in the condensed consolidated balance sheets. No certificates of deposit were held as of January 3, 2026 or September 27, 2025.

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Recent Accounting Pronouncements

Disaggregation of Income Statement Expenses (ASU 2024-03)

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses. The ASU is intended to increase transparency and comparability of financial statements by requiring public business entities to disclose in the notes to the financial statements additional information about specified expense components included in certain expense captions presented on the face of the consolidated statement of operations. The ASU is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company expects to adopt the ASU for its fiscal 2027 annual reporting period using a prospective transition method. The Company does not expect adoption of ASU to have a material impact on amounts reported in its consolidated financial statements; however, adoption will require additional disclosures in the notes to the consolidated financial statements.

Internal-Use Software (ASU 2025-06)

In September 2025, the FASB issued ASU No. 2025-06, Intangibles Goodwill and Other Internal-Use Software: Targeted Improvements to the Accounting for Internal-Use Software. The ASU modernizes the accounting for internal-use software by removing the existing software development stages model and instead requiring capitalization of internal-use software costs when (1) management has authorized and committed to funding the project and (2) it is probable the project will be completed and the software will be used as intended. The ASU is effective for fiscal years beginning after December 15, 2027 and interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact of adopting the ASU on its consolidated financial statements.

During the second quarter and third quarters of fiscal 2025, the Company identified a triggering event related to the new tariffs enacted by the Trump U.S. Administration and the resulting unfavorable impact on the Company s financial forecasts, as well as a sustained decrease in the Company s stock price at that time. As a result, the Company performed a quantitative impairment test on the goodwill ascribed to each of the Company s reporting units and on the value of its indefinite-lived intangible tradename assets in the second quarter and third quarters of fiscal 2025, which resulted in no impairment. The Company did not identify any triggering events during the second third quarter or first two three quarters of fiscal 2026 that would require an interim quantitative impairment test.

Expiration of Shareholder Rights Plan

On September 22, 2025, the Board of Directors of the Company adopted a limited duration shareholder rights agreement (the Rights Agreement ) in response to the rapid accumulation of a significant amount of the common stock of the Company by a third party. Pursuant to the Rights Agreement, the Company issued, by means of a dividend, one preferred share purchase right (a Right ) for each outstanding share of the Company s common stock to shareholders of record as of the close of business on October 3, 2025.

The Rights Agreement expired in accordance with its terms on September 21, 2026, and all Rights issued thereunder expired unexercised. Neither the adoption nor the expiration of the Rights Agreement had an impact on the Company s condensed consolidated financial statements, including basic and diluted earnings per share. Additional information is included in the Company s Current Report on Form 8-K filed September 21, 2026, which is not incorporated herein by reference, as well as in Part II, Item 5. Other Information .

Note 3: REVENUE RECOGNITION 18 changes

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Disaggregation of Revenue

The Company sells its products directly to consumers ( direct-to-consumer ) through its retail stores, eCommerce websites, and mobile app, and to other retailers and partners that in turn sell the products to their own consumers ( wholesale ). The Company also earns royalties from certain of its licensees that sell products under the Company s brands.

Revenues disaggregated by segment and channel were as follows:

Fiscal quarter ended October 3, 2026

(dollars in thousands) U.S. Retail U.S. Wholesale International Total

Direct-to-consumer $ 362,624 $ $ 74,641 $ 437,265

Wholesale 273,110 42,081 315,191

Royalty income, net $ 1,883 $ 2,453 $ 840 $ 5,176

Three fiscal quarters ended October 3, 2026

(dollars in thousands) U.S. Retail U.S. Wholesale International Total

Direct-to-consumer $ 999,549 $ $ 201,806 $ 1,201,355

Wholesale 740,069 107,636 847,705

Royalty income, net $ 4,077 $ 7,135 $ 1,946 $ 13,158

Fiscal quarter ended September 27, 2025

(dollars in thousands) U.S. Retail U.S. Wholesale International Total

Direct-to-consumer $ 362,307 $ $ 70,209 $ 432,516

Wholesale 283,805 41,515 325,320

Royalty income, net $ 2,434 $ 2,239 $ 755 $ 5,428

Note 4: OTHER CURRENT LIABILITIES 15 changes

1 unchanged paragraph

(dollars in thousands) July 4, October 3, 2026 January 3, 2026 June 28, September 27, 2025

Unredeemed gift cards $ 25,897 $ 25,994 $ 25,318

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Accrued interest (2)

Unredeemed gift cards 25,795 25,994 24,998

Accrued taxes 4,367 10,334 5,538

Accrued salaries and wages 4,281 4,236 12,333

Other current liabilities $ 139,862 $ 133,809 $ 95,270

(1) Increase as of July 4, 2026 reflects incremental income taxes on the IEEPA tariff refunds received during the second quarter of fiscal 2026.

(2) Increase as of July 4, 2026 reflects the timing of interest payments on long-term debt.

Accrued employee benefits (3) (2)

Accrued bonuses and incentive compensation 4,582 9,525 19,861 7,435 13,851

Accrued taxes 8,527 10,334 10,671

Total other current liabilities $ 123,781 $ 133,809 $ 110,907 (1) The increase as of October 3, 2026 primarily reflects the timing of estimated income tax payments, which are based on annualized income.

(3) (2) Includes accruals for severance and other termination benefits. See Note 13, Organizational Restructuring , for additional information.

(4) Amount (3) Amounts as of July 4, October 3, 2026 and January 3, 2026 includes include liabilities under the deferred compensation plan. See Note 10, Fair Value Measurements , for additional information.

Note 5: SUPPLY CHAIN FINANCE PROGRAM 2 changes

The Company has established a voluntary supply chain finance ( SCF ) program through participating financial institutions. This SCF program enables participating suppliers to accelerate payments for receivables due from the Company by selling receivables directly to the participating financial institutions at their discretion. As of July 4, October 3, 2026, the SCF program has a $ 70.0 million revolving capacity. The Company is not a party to the agreements between the participating financial institutions and the suppliers in connection with the SCF program and has no economic interest in the supplier s suppliers decision to sell a receivable. Payment terms for most of our the Company s suppliers are 60 days, regardless of participation in the SCF program. The Company settles obligations with the participating financial institutions in accordance with the original invoice due dates, and participation in the SCF program does not extend the Company s payment terms. The Company does not provide any guarantees in connection with the SCF program and does not pledge collateral under the program.

The Company s liability related to amounts payable to participating financial institutions for suppliers who voluntarily participate in the SCF program is included in Accounts payable on our the condensed consolidated balance sheets. As of July 4, October 3, 2026, January 3, 2026, and June 28, September 27, 2025, amounts under the SCF program included in Accounts payable were $ 24.7 23.7 million, $ 13.5 million, and $ 27.6 24.5 million, respectively. Payments made in connection with the SCF program, like payments of other accounts payable, are reflected as a reduction to our operating cash flow.

Note 6: LONG-TERM DEBT 5 changes

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(dollars in thousands) July 4, October 3, 2026 January 3, 2026 June 28, September 27, 2025

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Less unamortized debt issuance-related costs ( 7,192 6,865 ) ( 7,827 ) ( 1,469 1,262 )

Senior notes, net $ 567,808 568,135 $ 567,173 $ 498,531 498,738

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Total long-term debt, net $ 567,808 568,135 $ 567,173 $ 498,531 498,738

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As of July 4, October 3, 2026 and January 3, 2026, the Company had no outstanding borrowings under its secured asset-based revolving credit facility ( ABL facility ), exclusive of $ 5.8 million and $ 6.3 million of outstanding letters of credit, respectively. As of June 28, September 27, 2025, the Company had no outstanding borrowings under its secured cash-flow-based revolving credit facility, exclusive of $ 6.9 million of outstanding letters of credit. As of July 4, 2026, January 3, 2026, and June 28, 2025, there was approximately $ 568.6 million, $ 743.7 million, and $ 843.1 million available for future borrowing, respectively. Any outstanding

Note 7: COMMON STOCK 4 changes

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Future repurchases may occur from time to time in the open market, in privately negotiated transactions, or otherwise. The timing and amount of any repurchases will be at the discretion of the Company subject to restrictions under the Company s secured asset-based revolving credit facility and considerations given to market conditions, stock price, other investment priorities, excise taxes, and other factors.

The Company s Board of Directors (the Board ) has authorized share repurchase programs providing for the repurchase of up to an aggregate of $ 1.00 billion of the Company s common stock. As of July 4, October 3, 2026, the total remaining capacity under outstanding repurchase authorizations, based on settled repurchase transactions, was $ 599.0 million. The share repurchase authorizations have no expiration dates.

The Company did not repurchase and retire any shares of its common stock through open market transactions during the first two three quarters of fiscal 2026 and 2025.

In each of the first two three quarters of fiscal 2026, the Company s Board declared, and the Company paid, a cash dividend per common share of $ 0.25 (for an aggregate of $ 0.50 0.75 per common share for the first two three quarters of fiscal 2026). In the first, and

Note 8: STOCK-BASED COMPENSATION 10 changes

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(dollars in thousands) July 4, 2026 June 28, 2025 July 4, 2026 June 28, 2025

Fiscal quarter ended Two Three fiscal quarters ended

(dollars in thousands) October 3, 2026 September 27, 2025 October 3, 2026 September 27, 2025

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Total $ 3,689 $ 5,188 $ 7,373 $ 14,941

Stock awards 1,152 1,600 1,152 1,600

Total $ 3,578 $ 3,726 $ 10,951 $ 18,667

(1) First two three quarters of fiscal 2025 include accelerated vesting of outstanding time-based restricted stock awards related to the retirement of Michael D. Casey, the Company s former Chief Executive Officer, in the first quarter of fiscal 2025.

(2) Second quarter and First two three quarters of fiscal 2026 include forfeitures of outstanding time-based, performance-based, and market-based restricted stock awards related to the departure of Douglas C. Palladini, the Company s former Chief Executive Officer, in the second quarter of fiscal 2026.

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On April 28, 2026, Douglas C. Palladini departed the Company as Chief Executive Officer ( CEO ) and President and resigned as a member of the Board. In connection with his departure, his outstanding restricted stock awards were forfeited, resulting in a reversal of previously recognized stock-based compensation expense of approximately $ 0.5 million, which is reflected in the table above for the second quarter and first two three quarters of fiscal 2026.

On May 1, 2026, the Company announced the appointment of Sharon Price John as CEO and President of the Company and a member of the Board, effective June 15, 2026. On June 15, 2026, in connection with Ms. John s appointment and pursuant to the terms of her employment agreement, the Company granted Ms. John 62,204 shares of time-based restricted stock awards, 46,651 shares of performance-based restricted stock awards, and 46,651 shares of market-based restricted stock awards. The number of shares granted was based on the closing price of the Company s stock on the grant date, which was $ 41.80 , with the time-based and performance-based restricted stock awards having a grant-date fair value of $ 41.80 per share and the market-based restricted stock awards having a grant-date fair value of $ 69.05 per share.

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Note 9: ACCUMULATED OTHER COMPREHENSIVE LOSS 6 changes

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(dollars in thousands) July 4, October 3, 2026 January 3, 2026 June 28, September 27, 2025

Cumulative foreign currency translation adjustments $ ( 27,981 31,351 ) $ ( 25,428 ) $ ( 28,861 29,173 )

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Total accumulated other comprehensive loss $ ( 27,349 30,719 ) $ ( 24,361 ) $ ( 32,817 28,107 )

(1) Net of income taxes of $ 0.2 million, $ 0.3 million, and $ 1.2 0.3 million for the periods ended July 4, October 3, 2026, January 3, 2026, and June 28, September 27, 2025, respectively.

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During the first quarter of fiscal 2026, the Company made a lump-sum payment to a third-party insurance provider to assume all remaining premium obligations related to its post-retirement life insurance arrangement. In connection with this settlement, $ 0.4 million of deferred gains on post-retirement life obligations (net of income taxes of $ 0.1 million) were reclassified from Accumulated other comprehensive loss to Other expense (income), net within the condensed consolidated statement of operations. During the first two quarters third quarter of fiscal 2025, 2026, no amounts were reclassified from Accumulated other comprehensive loss to the condensed consolidated statement of operations.

During the third quarter of fiscal 2025, the Company substantially completed the process of settling its pension obligations under the frozen OshKosh B Gosh, Inc. Pension Plan (the pension plan ). As a result, the Company remeasured the funded status of the pension plan as of August 31, 2025. In the third quarter and first three quarters of fiscal 2025, a gain on pension obligations of $ 0.9 million (net of income taxes of $ 0.3 million) was recognized in Accumulated other comprehensive loss related to this remeasurement. Additionally, in the third quarter and first three quarters of fiscal 2025, $ 4.1 million of deferred losses on pension obligations (net of income taxes of $ 1.3 million) were reclassified from Accumulated other comprehensive loss to Pension plan settlement within the condensed consolidated statement of operations in connection with the settlement of the pension plan. In the first quarter of fiscal 2026, the Company distributed the surplus plan assets, net of final plan expenses and adjustments, in accordance with the terms of the plan and regulatory requirements.

Note 10: FAIR VALUE MEASUREMENTS 7 changes

As of July 4, 2026, the Company had no outstanding borrowings under its ABL facility.

The fair value of the Company s senior notes was $ 594.2 million, $ 592.9 million, and $ 497.4 million at July 4, 2026, January 3, 2026, and June 28, 2025, respectively. The fair value of these senior notes was estimated using observable market inputs, which incorporate quoted market prices of comparable borrowings, the Company s credit risk, and current market conditions, and is therefore within Level 2 of the fair value hierarchy. The senior notes had a notional value and carrying value (gross of debt issuance costs) of $ 575.0 million, $ 575.0 million, and $ 500.0 million as of July 4, 2026, January 3, 2026, and June 28, 2025, respectively.

Deferred Compensation Plan Investments

In support of The William Carter Company Deferred Compensation Plan (the Deferred Compensation Plan ), the Company invests invested comparable amounts in marketable securities, principally equity-based mutual funds, to approximate the participants investment return on employee deferrals of compensation. These investments are were held in an irrevocable Rabbi Trust established to fund the Company s obligations under the Deferred Compensation Plan The Rabbi Trust investments are restricted in and their use was restricted to meet funding meeting those obligations. to Plan participants.

In fiscal 2025, the Board approved the termination of the Deferred Compensation Plan, effective as of September 20, 2025. In connection with October 2026, subsequent to the Deferred Compensation Plan s termination, end of the third quarter of fiscal 2026, the Company expects to liquidate liquidated the Rabbi Trust investments to fund the settlement of and settled the related Deferred Compensation Plan obligations. with final settlement expected to occur in the fourth quarter of fiscal 2026.

All of The marketable securities are Rabbi Trust investments were included in Prepaid expenses and other current assets on the Company s condensed consolidated balance sheets as of July 4, October 3, 2026 and January 3, 2026, and their aggregate fair values were $ 23.0 23.3 million and $ 21.7 million, respectively. As of June 28, September 27, 2025, the aggregate fair value of the Rabbi Trust investments was $ 20.0 21.0 million and was included in Other assets. The change in classification reflects the Company s expectation intent, following the termination of the Deferred Compensation Plan, to liquidate the Rabbi Trust investments to fund the settlement of Deferred Compensation Plan obligations. in the fourth quarter of fiscal 2026.

These investments are classified as Level 1 within the fair value hierarchy. The change in the aggregate fair values of marketable securities is due to the net activity of gains and losses and any contributions and distributions during the period. Gains on the investments in marketable securities were $ 0.8 0.4 million and $ 1.2 1.6 million for the second third quarter and the first two three quarters of fiscal 2026, respectively. Gains on the investments in marketable securities were $ 0.1 1.0 million and $ 0.5 1.5 million for the second third quarter and the first two three quarters of fiscal 2025, respectively. These amounts are included in Other expense (income), net on the Company s condensed consolidated statement of operations.

Note 11: INCOME TAXES 10 changes

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(dollars in thousands) July 4, 2026 June 28, 2025 July 4, 2026 June 28, 2025

Income tax provision $ 31,687 $ 1,257 $ 37,207 $ 7,067

Effective income tax rate 23.2 % 73.8 % 23.8 % 30.7 %

Fiscal quarter ended Two Three fiscal quarters ended

(dollars in thousands) October 3, 2026 September 27, 2025 October 3, 2026 September 27, 2025

Income tax provision $ 11,801 $ 3,241 $ 49,009 $ 10,308

Effective income tax rate 24.4 % 21.8 % 23.9 % 27.2 %

The Company s effective income tax rate was 24.4 % for the third fiscal quarter ended October 3, 2026, compared to 21.8 % for the third fiscal quarter ended September 27, 2025. The increase in the effective tax rate for the period was driven by a higher estimated annual effective tax rate, reflecting a larger proportion of income generated in higher tax jurisdictions, including income from IEEPA tariff refunds in the U.S., and net unfavorable discrete tax items compared to the prior-year period.

The Company s effective income tax rate was 23.2 % for the second fiscal quarter ended July 4, 2026, compared to 73.8 % for the second fiscal quarter ended June 28, 2025. The Company s effective income tax rate was 23.8 23.9 % for the first two three fiscal quarters ended July 4, October 3, 2026, compared to 30.7 27.2 % for the first two three fiscal quarters ended June 28, September 27, 2025. The decrease in the effective tax rate for each period was driven by discrete tax items recognized in the prior-year periods, period, including incremental tax expense related to expiring stock-based compensation, which had a disproportionate impact on those rates that period s rate given the its lower level of pre-tax income. This was partially offset by a higher estimated annual effective tax rate, reflecting a larger proportion of income generated in the prior year. higher tax jurisdictions.

As of July 4, October 3, 2026, the Company had gross unrecognized income tax benefits of $ 6.0 6.2 million, of which $ 5.0 5.2 million, if ultimately recognized, may affect the Company s effective income tax rate in the periods settled. The Company has recorded tax positions for which the ultimate deductibility is more likely than not, but for which there is uncertainty about the timing of such deductions.

Note 12: EARNINGS PER SHARE 19 changes

1 unchanged paragraph

July 4, 2026 June 28, 2025 July 4, 2026 June 28, 2025

Fiscal quarter ended Two Three fiscal quarters ended

October 3, 2026 September 27, 2025 October 3, 2026 September 27, 2025

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Dilutive effect of equity awards 8,865 5,093 605

Dilutive effect of equity awards 12,505 146 7,957 348

Diluted number of common and common equivalent shares outstanding 35,600,160 35,409,988 35,547,455 35,361,644 35,636,227 35,443,858 35,577,439 35,388,944 (dollars in thousands, except per share data)

1 unchanged paragraph

Net income $ 104,958 $ 446 $ 119,294 $ 15,985

Net income $ 36,611 $ 11,593 $ 155,905 $ 27,578

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Net income available to common shareholders $ 102,112 $ 215 $ 115,962 $ 15,119

Basic net income per common share $ 2.87 $ 0.01 $ 3.26 $ 0.43

Net income available to common shareholders $ 35,769 $ 11,288 $ 151,802 $ 26,460

Basic net income per common share $ 1.00 $ 0.32 $ 4.27 $ 0.75

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Net income $ 104,958 $ 446 $ 119,294 $ 15,985

Net income $ 36,611 $ 11,593 $ 155,905 $ 27,578

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Net income available to common shareholders $ 102,113 $ 215 $ 115,962 $ 15,119

Diluted net income per common share $ 2.87 $ 0.01 $ 3.26 $ 0.43

Net income available to common shareholders $ 35,769 $ 11,288 $ 151,803 $ 26,460

Diluted net income per common share $ 1.00 $ 0.32 $ 4.27 $ 0.75

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(*) The anti-dilutive shares excluded from diluted net income per common share primarily relate to out-of-the-money stock options and certain unvested restricted stock awards that were anti-dilutive in part due to unrecognized compensation costs.

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Note 13: ORGANIZATIONAL RESTRUCTURING 1 change

1 unchanged paragraph

As of January 3, 2026, the Company had an accrual of $ 8.8 million related to these actions recorded in Other current liabilities on the condensed consolidated balance sheets. During the first two quarters of fiscal 2026, the Company paid substantially all of the remaining severance and other termination benefits and completed the restructuring. The Company recorded no charges related to this restructuring during the second third quarter or the first two three quarters of fiscal 2026 .

Note 14: SEGMENT INFORMATION 10 changes

2 unchanged paragraphs

The Company s chief operating decision maker is the Chief Executive Officer. The chief operating decision maker evaluates the operating performance of the segments based upon each segment s net sales and segment operating income. Segment operating income includes net sales, royalty income, and related cost of goods sold and selling, general, and administrative expenses attributable to each segment. Segment operating income excludes unallocated corporate expenses and the impact of IEEPA tariff refund recoveries, as well as specific charges that are not directly attributable to segment operations, including operating model improvement costs, restructuring costs, leadership transition costs, specific intellectual property litigation costs, and impairment charges related to goodwill and indefinite-lived intangible assets. The Company does not evaluate performance or allocate resources based on segment asset data, and therefore total segment assets are not presented.

2 unchanged paragraphs

Fiscal quarter ended July 4, 2026

Fiscal quarter ended October 3, 2026

1 unchanged paragraph

Net sales $ 304,677 $ 215,552 $ 95,261 $ 615,490

Net sales $ 362,624 $ 273,110 $ 116,722 $ 752,456

4 unchanged paragraphs

Segment operating income $ 4,253 $ 29,741 $ 5,410 $ 39,404

Segment operating income $ 19,307 $ 48,715 $ 11,705 $ 79,727 (1) IEEPA tariff refund recoveries are excluded from segment operating income.

3 unchanged paragraphs

Two fiscal quarters ended July 4, 2026

Three fiscal quarters ended October 3, 2026

1 unchanged paragraph

U.S. Retail U.S. Wholesale

3 unchanged paragraphs

Note 15: COMMITMENTS AND CONTINGENCIES 2 changes

The Company is subject to various claims and pending or threatened lawsuits in the normal course of business. The Company is a defendant in a legal matter related to allegations of intellectual property infringement. Given the inherent uncertainty of litigation, it is reasonably possible that we the Company may incur a loss; however, the Company range of reasonably possible loss is unable not material to estimate the likelihood Company s financial position, results of a loss operations, or the range of possible loss at this time. cash flows. The ultimate outcome of this matter, including our the Company s estimate that it is of the range of reasonably possible a loss, could be incurred, is inherently uncertain, and the ultimate outcome of the litigation could be materially different from our the Company s current estimates.

The Company s contractual obligations and commitments include obligations associated with leases, the secured revolving credit agreement, ABL facility, senior notes, and employee benefit plans.

Forward-looking statements 2 changes

Statements in this Quarterly Report on Form 10-Q 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 Form 10-Q. These risks and uncertainties include, but are not limited to, those disclosed in Part II, Item 1A. Risk Factors of the Company s this Quarterly Report on Form 10-Q for the fiscal quarter ended July 4, October 3, 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 and 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 Quarterly Report on Form 10-Q does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.

We are North America s largest and most-enduring apparel company exclusively for babies and young children. Our core brands are Carter s and OshKosh B gosh (or OshKosh ), iconic and among the sector s most trusted names. Our exclusive Carter s brands, which consist of Child of Mine , Just One You , and Simple Joys , are developed for Walmart, Target, and Amazon. Our 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.

MD&A 19 changes

tariff-related costs. The decrease in the SG&A rate was driven by fixed cost leverage on higher net sales, reduced costs resulting from previously implemented restructuring actions, and lower distribution costs, partially offset by incremental marketing investments and inflationary pressure in retail store-related expenses.

U.S. Wholesale segment net sales increased $23.9 million, or 5.4%, to $467.0 million, driven by growth in our exclusive Carter s brands and the earlier demand for Fall product as compared to the prior comparable period, partially offset by decreased demand with certain customers and lower sales to our off-price wholesale channel customers. AUR increased by a high-single digit percentage, primarily reflecting higher realized pricing and sales leverage. Units sold decreased by a low-single digit percentage, primarily driven by lower unit volume with certain customers and with our off-price wholesale channel customers.

U.S. Wholesale segment operating income decreased $15.8 million, or 19.2%, to $66.5 million, primarily due to a decrease in gross profit of $17.8 million, partially offset by a decrease in SG&A expenses of $2.8 million. Segment operating margin decreased 440 bps to 14.2%. The drivers of the decrease in operating margin were a 530 bps decrease in gross margin, partially offset by a 130 bps decrease in SG&A rate. The decrease in gross margin was driven by a high-teens percentage increase in AUC as a result of incremental tariff-related costs and investments in product make, partially offset by increased AUR and decreased sales to low-margin off-price wholesale customers. The decrease in the SG&A rate was driven by fixed cost leverage on increased net sales, lower distribution costs, and lower bad debt expense, partially offset by incremental marketing investments.

International segment net sales increased $14.7 million, or 8.2%, to $192.7 million, driven by growth in Mexico and Canada, partially offset by lower sales to international partners. In Mexico, net sales growth reflected higher AUR and the contribution from new retail stores. Canadian comparable net sales, including retail stores and eCommerce, increased 2.7% driven by higher unit volume and the favorable impact of foreign currency exchange rates. International segment AUR increased by a mid-single digit percentage driven by pricing and the favorable impact of foreign currency exchange rates. International segment units sold increased by a low-single digit percentage. Changes in foreign currency exchange rates used for translation had an $8.0 million favorable effect on International segment net sales.

International segment operating income increased $6.2 million, or 182.2%, to $9.6 million, primarily due to an increase in gross profit of $12.0 million, partially offset by an increase in SG&A expenses of $5.7 million. Segment operating margin increased 310 bps to 5.0%, driven by a 280 bps increase in gross margin and a 40 bps decrease in the SG&A rate. The increase in gross margin was driven by higher AUR and channel mix, partially offset by increased AUC. AUC increased by a low-single digit percentage due to incremental tariff-related costs. The decrease in the SG&A rate was driven by fixed cost leverage on increased net sales and reduced costs resulting from previously implemented restructuring actions, partially offset by increased retail store rent and retail store employee costs.

Unallocated Corporate Expenses

Unallocated corporate expenses decreased $1.9 million, or 4.2%, to $42.8 million. Unallocated corporate expenses, as a percentage of consolidated net sales, decreased 40 bps to 3.3% driven by reduced costs resulting from previously implemented restructuring actions and lower consulting costs.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES

We have provided non-GAAP adjusted cost of goods sold, gross profit, SG&A expenses, operating income, interest income, income tax provision, net income, and diluted net income per common share measures, which exclude certain items presented below. We believe that this information provides a meaningful comparison of our results and affords investors a view of what management considers to be our core performance, and we also, from time to time, use some of these non-GAAP measures, such as adjusted operating income, as performance metrics in awards under our annual and long-term incentive compensation plans. These measures are not in accordance with, or an alternative to, generally accepted accounting principles in the U.S. (GAAP). The most comparable GAAP measures are cost of goods sold, gross profit, SG&A expenses, operating income, interest income, income tax provision, net income, and diluted net income per common share, respectively. Adjusted cost of goods sold, gross profit, SG&A expenses, operating income, interest income, income tax provision, net income, and diluted net income per common share should not be considered in isolation or as a substitute for analysis of our results as reported in accordance with GAAP. Other companies may calculate adjusted cost of goods sold, gross profit, SG&A expenses, operating income, interest income, income tax provision, net income, and diluted net income per common share differently than we do, limiting the usefulness of the measure for comparisons with other companies.

LIQUIDITY AND CAPITAL RESOURCES

Our ongoing cash needs are primarily for working capital (consisting primarily of inventory), capital expenditures, employee compensation, interest on debt, the return of capital to our shareholders, and other general corporate purposes. We expect that our primary sources of liquidity will be cash and cash equivalents on hand, short-term investments, cash flow from operations, and available borrowing capacity under our secured asset-based revolving credit facility. We believe that our sources of liquidity are sufficient to meet our cash requirements for at least the next twelve months. However, these sources of liquidity may be affected by events described in the Forward-Looking Statements section of this Form 10-Q, including, but not limited to, our risk factors discussed under the heading Risk Factors in Part II, Item 1A. of this Quarterly Report on Form 10-Q, the risk factors discussed under the heading Risk Factors in our most recently filed Annual Report on Form 10-K, and in other reports filed with the Securities and Exchange Commission from time to time.

As discussed under the heading Known or Anticipated Trends in our most recently filed Annual Report on Form 10-K, the impacts of new tariffs and other trade measures have had and may continue to have an adverse impact on our cost structure and supply chain, which may impact our working capital needs in the near term. While recent developments, including those discussed in Recent Developments in this Quarterly Report on Form 10-Q, may affect our future exposure to these tariffs, the trade policy environment remains dynamic and the ultimate impacts are uncertain. We continue to evaluate and mitigate these impacts and may experience volatility in cash flows in the near term. However, we believe our sources of liquidity, including cash and available borrowing capacity under our secured asset-based revolving credit facility, will be sufficient to manage these developments.

In the third quarter of fiscal 2026, we invested $100.0 million of our U.S. cash balances in a laddered portfolio of certificates of deposit with original maturities of three, six, and nine months, to increase the yield earned on excess cash while preserving liquidity. As of October 3, 2026, $75.0 million of these certificates of deposit, which have original maturities greater than three months, are classified as Short-term investments, and the remaining $25.0 million is included in Cash and cash equivalents.

As of October 3, 2026, we had $451.0 million of cash and cash equivalents and $75.0 million of short-term investments. Cash and cash equivalents included $60.4 million held at financial institutions located outside of the United States. We do not expect any material restrictions on our ability to access or use cash held outside of the United States. We maintain cash deposits and certificates of deposit with major financial institutions in amounts that exceed the insurance coverage limits provided by the Federal Deposit Insurance Corporation in the United States and by similar insurers for deposits located outside the United States. To mitigate this risk, we utilize a policy of allocating cash deposits and certificates of deposit among major financial institutions that have been evaluated by us and third-party rating agencies as having acceptable risk profiles.

Net accounts receivable at October 3, 2026 were $228.9 million compared to $237.9 million at September 27, 2025 and $178.6 million at January 3, 2026. The decrease of $9.0 million, or 3.8%, at October 3, 2026 compared to September 27, 2025 primarily reflects the timing of wholesale customer shipments. Due to the seasonal nature of our operations, the net accounts receivable balance at October 3, 2026 is not comparable to the net accounts receivable balance at January 3, 2026.

Inventories at October 3, 2026 were $587.0 million compared to $656.1 million at September 27, 2025 and $544.6 million at January 3, 2026. The decrease of $69.1 million, or 10.5%, at October 3, 2026 compared to September 27, 2025 was driven by the timing of inbound inventory receipts and lower incremental tariffs imposed on products imported into the United States. Due to the seasonal nature of our operations, the inventory balance at October 3, 2026 is not comparable to the inventory balance at January 3, 2026.

Prepaid expenses and other current assets at October 3, 2026 were $74.5 million compared to $55.6 million at September 27, 2025 and $60.5 million at January 3, 2026. The increase of $18.9 million, or 34.0%, at October 3, 2026 compared to September 27, 2025 was primarily driven by the reclassification of the Rabbi Trust assets from long-term to current, reflecting their liquidation in the fourth quarter of fiscal 2026 in connection with the settlement of the related deferred compensation liabilities.

Accounts payable at October 3, 2026 were $254.4 million compared to $240.2 million at September 27, 2025 and $235.7 million at January 3, 2026. The increase of $14.1 million, or 5.9%, at October 3, 2026 compared to September 27, 2025 was driven by the timing of vendor payments. Due to the seasonal nature of our operations, the accounts payable balance at October 3, 2026 is not comparable to the accounts payable balance at January 3, 2026.

Other current liabilities at October 3, 2026 were $123.8 million compared to $110.9 million at September 27, 2025 and $133.8 million at January 3, 2026. The increase of $12.9 million, or 11.6%, at October 3, 2026 compared to September 27, 2025 was

Market risk 2 changes

the third quarter of fiscal 2026, compared to the third quarter of fiscal 2025, had a $0.9 million favorable effect on our consolidated net sales. Changes in foreign currency exchange rates used for translation in the first two three quarters of fiscal 2026, compared to the first two three quarters of fiscal 2025, had an $8.0 $8.9 million favorable effect on our consolidated net sales.

1 unchanged paragraph

Our operating results are subject to risk from interest rate fluctuations on our ABL facility, which carries variable interest rates. As of July 4, October 3, 2026, there were no variable rate borrowings outstanding under the ABL facility. As a result, the impact of a hypothetical 100 bps increase in the effective interest rate would not result in a material amount of additional interest expense over a 12-month twelve-month period.

1 unchanged paragraph

Controls and procedures 3 changes

1 unchanged paragraph

Our principal executive officer and principal financial officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act )) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective as of July 4, October 3, 2026.

1 unchanged paragraph

The principal executive officer and principal financial officer also conducted an evaluation of the Company s internal control over financial reporting ( Internal Control ) to determine whether any changes in Internal Control occurred during the fiscal quarter ended July 4, October 3, 2026 that have materially affected, or which are reasonably likely to materially affect, Internal Control.

There were no changes in the Company s Internal Control that materially affected, or were reasonably likely to materially affect, such control over financial reporting during the fiscal quarter ended July 4, October 3, 2026.

Unregistered sales of stock 9 changes

The following table provides information about share repurchases during the second third quarter of fiscal 2026:

3 unchanged paragraphs

May 3, 2026 through May 30, 2026 1,913 $ 34.88 $ 598,966,271

May 31, 2026 through July 4, 2026 $ $ 598,966,271

April July 5, 2026 through May 2, August 1, 2026 $ $ 598,966,271

August 2, 2026 through August 29, 2026 18,496 $ 39.90 $ 598,966,271

August 30, 2026 through October 3, 2026 $ $ 598,966,271

(1) All the shares purchased represent shares of our common stock surrendered by our employees to satisfy required tax withholding upon the vesting of restricted stock awards between May 3, August 2, 2026 and May 30, August 29, 2026.

(2) The Company did not repurchase shares in open market transactions during the second third quarter of fiscal 2026. Refer to the open market repurchases as disclosed in Note 7, Common Stock , to our accompanying unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

(3) Under share repurchase authorizations approved by our Board of Directors, The share repurchase authorizations which have no expiration dates.

Other information 15 changes

1 unchanged paragraph

During the fiscal quarter ended July 4, October 3, 2026, none of the Company s directors or officers, as defined in Section 16 of the Exchange Act, adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement as defined under Item 408(a) of Regulation S-K.

Elimination of Series A Junior Participating Preferred Stock

On September 22, 2025, the Board adopted a limited duration shareholder rights plan and declared a dividend of one right (a Right ) for each outstanding share of common stock of the Company. Each Right entitled its holder to purchase from the Company one ten-thousandth of a share of Series A Junior Participating Preferred Stock, subject to the terms of the Shareholder Rights Agreement, dated as of September 22, 2025, by and between the Company and Equiniti Trust Company, LLC, as rights agent (the Rights Agreement ).

On September 21, 2026, the Rights expired in accordance with the terms of the Rights Agreement. Accordingly, on October 27, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Elimination to eliminate the Series A Junior Participating Preferred Stock, which had been designated for potential use in connection with the Rights Agreement, from the Company s Amended and Restated Certificate of Incorporation. As a result, all shares designated as Series A Junior Participating Preferred Stock were eliminated and returned to the status of authorized, unissued shares of preferred stock, without designation.

The foregoing description of the Certificate of Elimination does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Certificate of Elimination, which is included as Exhibit 3.3 hereto, and is incorporated by reference herein.

Leadership Evolution

On October 30, 2026, the Company announced the evolution of its leadership change, consisting of the following appointments:

Chief Product Officer : Maria Gemzell, who is expected to join the Company in early 2027;

Chief Commercial Officer : Allison Peterson;

Chief Strategy and Business Development Officer : Emily Evert; and

Chief Brand Officer : Sarah Crockett.

In addition, the Company announced the following changes to its leadership team:

the Company is commencing a search for a standalone Chief Operating Officer, and Richard Westenberger, who is currently serving as Chief Operating Officer and Chief Financial Officer, has decided to step down as Chief Operating Officer (to be effective upon the Company s appointment of a new Chief Operating Officer). Mr. Westenberger will continue to serve as Chief Financial Officer;

Julie D Emilio, Chief Sales Officer, has decided to retire from Carter s. Ms. D Emilio s last day as Chief Sales Officer is October 30, 2026 and Ms. D Emilio will serve as an advisor through year-end to assist with the transition; and

Karen Smith, Chief Supply Chain Officer, will retire from Carter s in March 2027 after serving Carter s for almost five years and more than 35 years in the apparel industry. Ms. Smith informed the Company of her decision in February 2026 and will continue to serve in her role through her retirement date to assist with the transition.

Exhibits 8 changes

6 unchanged paragraphs

10.1 * Offer Letter, dated April 27, 2026.

8-K 10.1 May 1, 2026

10.2 * Amended and Restated Equity Incentive Plan of Carter s, Inc.

S-8 99.1 May 14, 2026

3.3 Certificate of Elimination of Series A Junior Participating Preferred Stock of the Company, dated October 27, 2026

10.1 * Form of Carter's Employment Agreement (October 2026)

12 unchanged paragraphs

July 31, October 30, 2026 /s/ SHARON PRICE JOHN

2 unchanged paragraphs

July 31, October 30, 2026 /s/ RICHARD F. WESTENBERGER

3 unchanged paragraphs