Every material Form 8-K Carter's has filed with the SEC since March 26, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Carter's reported fiscal third-quarter 2026 results, with net sales down 0.7% to $752.5 million and GAAP diluted EPS of $1.00 versus $0.32 a year earlier. The company also updated its full-year 2026 outlook, projecting adjusted diluted EPS of $3.05 to $3.23 versus $3.47 in fiscal 2025, and COO Richard F. Westenberger gave notice that he will step down, while remaining CFO. Shareholders get a mixed picture: profit improved sharply while sales slipped and the outlook implies lower adjusted earnings for the year.
Q3 net sales $752.5 million vs $757.8 million a year earlier; GAAP operating income $55.8 million vs $29.1 million
Adjusted diluted EPS $1.03 vs $0.74 in Q3 2025; GAAP diluted EPS $1.00 vs $0.32
Fiscal 2026 outlook: net sales $2.91 billion to $2.93 billion; adjusted diluted EPS $3.05 to $3.23 vs $3.47 in fiscal 2025
Richard F. Westenberger gave notice on October 26, 2026 that he will step down as COO once a successor is appointed
Carter's reported second-quarter fiscal 2026 net sales up 5.2% to $615.5 million, and GAAP operating income of $139.8 million and diluted EPS of $2.87 were boosted by a $132 million recovery of previously paid import duties and interest. The company's full-year outlook projects adjusted diluted EPS to fall by a high single-digit to low double-digit percentage from $3.47, so the quarter's gains do not carry through to the full year.
Net sales were $615.5 million, up 5.2% from $585.3 million; U.S. Retail comparable sales rose 5.1%.
GAAP diluted EPS was $2.87 versus $0.01, including a $127.7 million tariff refund recovery; adjusted diluted EPS was $0.26 versus $0.17.
Fiscal 2026 outlook projects net sales growth of 2% to 3% and adjusted diluted EPS down high single-digit to low double-digit percent from $3.47.
Third-quarter outlook projects adjusted diluted EPS of about $0.85, compared with $0.74 in the third quarter of fiscal 2025.
Carter's reported first-quarter fiscal 2026 net sales of $681.1 million, up 8.1% from a year earlier, but net income fell to $14.3 million, or $0.39 per diluted share, from $0.43. Adjusted diluted EPS was $0.39 versus $0.66 a year earlier, and management reiterated its full-year outlook while citing higher tariffs, investment spending and interest costs as pressures on profit.
Net sales of $681.1 million vs. $629.8 million; U.S. Retail comparable sales rose 10.5%.
Diluted EPS $0.39 vs. $0.43; adjusted diluted EPS $0.39 vs. $0.66 in the prior-year quarter.
Full-year fiscal 2026 outlook reiterated, with adjusted EPS projected to decline by a low double-digit to mid-teens percentage from $3.47.
Sharon Price John is slated to become CEO next month; no shares were repurchased and $9.2 million was paid in dividends.
Carter's appointed Sharon Price John, former Build-A-Bear Workshop CEO, as Chief Executive Officer and President effective June 15, 2026, and she will join the Board. Douglas C. Palladini left the CEO role and the Board effective April 28, 2026, and CFO and COO Richard F. Westenberger is serving as interim CEO. The company also reaffirmed its first quarter and full-year fiscal 2026 outlook first given on February 27, 2026, and will report first quarter results on May 6, 2026.
Sharon Price John starts as CEO and President on June 15, 2026, with a base salary of $1.3 million and a target annual cash bonus of 175%
John receives a $6.5 million sign-on equity grant and a one-time cash bonus of $500,000 within 30 days of her start date
Douglas C. Palladini departed as CEO, President and director effective April 28, 2026, and is eligible for severance
Richard F. Westenberger is interim CEO and President at a monthly cash stipend of $110,000, and the outlook from February 27, 2026 was reaffirmed
Carter's reported fourth-quarter fiscal 2025 net sales of $925 million, up 7.6% from a year earlier, but adjusted diluted EPS fell 20.5% to $1.90 as tariff costs and other expenses weighed on margins. For the full year, adjusted diluted EPS fell 40.3% to $3.47, and the company expects adjusted diluted EPS to decline by a low double-digit to mid-teens percentage in fiscal 2026, excluding potential benefits from recent tariff developments.
Q4 net sales $925 million vs. $860 million; GAAP diluted EPS $1.76 vs. $1.71; adjusted diluted EPS $1.90 vs. $2.39
Fiscal 2025 net sales $2.898 billion vs. $2.844 billion; GAAP diluted EPS $2.53 vs. $5.12
Fiscal 2026 outlook: low double-digit to mid-teens decline in adjusted diluted EPS from $3.47; operating cash flow of $110 million to $120 million
Quarterly dividend of $0.25 per share declared February 19, 2026, payable March 27, 2026 to holders of record on March 13, 2026
Carter's said preliminary, unaudited fourth-quarter 2025 consolidated net sales rose by a high single-digit percentage, and fiscal 2025 net sales rose by a low single-digit percentage. The company said final results may vary materially and will be reported in late February 2026, and it added David B. Tichiaz as Chief Brand Officer.
Q4 fiscal 2025 (14 weeks) consolidated net sales up high single digits versus Q4 fiscal 2024 (13 weeks); U.S. Retail comparable sales up mid-single digits
Fiscal 2025 (53 weeks) consolidated net sales up low single digits; the extra week contributed approximately $33 million
U.S. Wholesale net sales declined low single digits for fiscal 2025, while International grew mid-single digits
Full fourth-quarter and fiscal 2025 results expected in late February 2026; fireside chat at ICR Conference on January 12, 2026
Carter's, Inc. disclosed that Raghu Sagi, its Chief Information & Technology Officer, submitted his resignation on November 21, 2025, effective January 20, 2026. The filing does not state a successor or the reasons for the departure, and it contains no financial results.
Raghu Sagi resigned as Chief Information & Technology Officer on November 21, 2025.
Resignation takes effect January 20, 2026.
The filing does not name a successor or give a reason for the departure.
Carter's subsidiary The William Carter Company entered a new five-year senior secured asset-based revolving credit facility of up to $750 million on November 17, 2025, replacing its existing secured revolving facility. The filing reports an estimated borrowing base of about $799 million and availability of about $743 million, which gives the company a sizable borrowing capacity.
Facility of up to $750 million, maturing five years after the closing date, replacing the prior secured revolver
Borrowers are The William Carter Company and The Genuine Canadian Corp.; JPMorgan Chase Bank, N.A. is administrative and collateral agent
Pricing is floating benchmark rate plus 1.25% to 1.50% based on average daily excess availability
As of November 17, 2025, estimated availability is about $743 million against a borrowing base of about $799 million
Carter's subsidiary, The William Carter Company, closed a $575 million offering of 7.375% senior notes due 2031 on November 13, 2025, netting about $567 million after fees. The company plans to use the proceeds, with cash on hand, to redeem all of its 5.625% senior notes due 2027, and it expects a new $750 million asset based revolving credit facility around November 17, 2025, though that is not assured.
Notes: $575 million principal, 7.375% coupon, due 2031; net proceeds about $567 million
Proceeds, with cash on hand, to redeem all outstanding 5.625% senior notes due 2027 and pay fees
Expected five-year asset based revolving credit facility of up to $750 million, anticipated around November 17, 2025, replacing the existing secured revolver
Notes redeemable on or after November 15, 2027; guaranteed by Carter's
Carter's reported third-quarter fiscal 2025 net sales of $757.8 million, roughly flat versus a year earlier, while operating income fell to $29.1 million from $77.0 million and diluted EPS fell to $0.32 from $1.62. The company suspended its fiscal 2025 guidance because of tariff uncertainty and approved an organizational restructuring plan with $10.1 million to $11.1 million in total charges, which it says will reduce costs and improve future profitability.
Q3 net sales $757.8 million, down 0.1% from $758.5 million; U.S. Retail comparable net sales up 2.0%
Q3 operating income $29.1 million vs. $77.0 million; diluted EPS $0.32 vs. $1.62; adjusted diluted EPS $0.74 vs. $1.64
Fiscal 2025 guidance suspended; Q4 net adverse pre-tax impact from additional tariffs estimated at $25 million to $35 million
Restructuring plan approved September 16, 2025 to cut about 300 office roles (15%) by end of 2025; about $35 million annualized savings expected from 2026
Carter's adopted a limited duration stockholder rights agreement on September 22, 2025, and declared a rights dividend for holders of record on October 3, 2025. The company said the plan responds to rapid stock accumulation by RWWM, which disclosed a 16.86% stake, and is designed to deter control acquisitions made through open market buying without a control premium.
Rights dividend of one right per common share for holders of record on October 3, 2025
Rights become exercisable if a person or group acquires 15% or more (20% for passive investors) without Board approval
Rights agreement expires September 21, 2026, unless extended by stockholder approval
Carter's said RWWM, Inc. disclosed a 16.86% stake in a Schedule 13G/A filed September 4, 2025, and gave no advance notice
Carter's said Chief Product Officer Kendra D. Krugman is leaving in connection with an organizational restructuring, with her separation effective October 21, 2025, treated as an involuntary termination without cause. The filing also reports that the board terminated the William Carter Company Deferred Compensation Plan effective September 30, 2025, with participant balances to be paid out in a lump sum later.
Kendra D. Krugman, Chief Product Officer, departs effective October 21, 2025, in an involuntary termination without cause
CEO Douglas C. Palladini will oversee the product team on an interim basis
Board terminated the deferred compensation plan effective September 30, 2025; 16 active participants as of August 14, 2025
Lump sum payouts are scheduled as soon as practicable after twelve months following the termination date, and no later than 24 months
Carter's reported fiscal second-quarter 2025 net sales of $585.3 million, up 3.7% from a year earlier, but GAAP operating income fell to $4.0 million from $39.5 million and diluted EPS was $0.01 versus $0.76. The company suspended its fiscal 2025 guidance, citing its April 2025 leadership transition and uncertainty over proposed new tariffs, which matters to shareholders because it removes the company's current full-year earnings outlook.
Net sales of $585.3 million, up 3.7% from $564.4 million; U.S. Retail comparable net sales rose 2.2%.
GAAP diluted EPS of $0.01 vs. $0.76 a year earlier; adjusted diluted EPS of $0.17, excluding $6.6 million in operating model improvement costs and $1.1 million in leadership transition costs.
Fiscal 2025 guidance suspended; the company expects about $35 million in net additional baseline tariff impact to pre-tax earnings in the second half.
Paid a $0.25 per share dividend ($9.1 million) in the quarter; no shares repurchased in the first half; net cash used in operations was $8.3 million for the first half.
Carter's board member Hali Borenstein notified the company on July 8, 2025, that she will not seek re-election at the 2026 annual shareholder meeting. The filing says her decision was not due to any disagreement with the company, and she will keep serving on the board until then.
Notice given July 8, 2025; Borenstein joined the board in 2019.
She will remain a board member and serve on the Nominating & Corporate Governance and Business Transformation Committees until the 2026 shareholder meeting.
She cites more time for her role as CEO of Reformation LLC and for family; the filing states no disagreement with the company.
Carter's reported first quarter fiscal 2025 results with net sales of $629.8 million, down 4.8% from $661.5 million a year earlier, and GAAP diluted EPS of $0.43 versus $1.04. The company suspended its forward guidance, citing its recent CEO transition and uncertainty over proposed new tariffs, so shareholders have no updated outlook for the year.
Net sales $629.8 million, down 4.8% from $661.5 million; operating income $26.1 million versus $55.0 million, with operating margin of 4.1% versus 8.3%
Diluted EPS $0.43 versus $1.04; adjusted diluted EPS $0.66, excluding $6.1 million of leadership transition costs and $3.2 million of operating model improvement costs
Forward guidance suspended, citing the CEO transition and tariff uncertainty
Dividends paid totaled $29.0 million; no shares were repurchased and net cash used in operations was $48.6 million
Carter's, Inc. appointed Douglas C. Palladini as Chief Executive Officer, President and a board member, effective April 3, 2025, replacing interim CEO Richard F. Westenberger, who will stay on as Senior Executive Vice President, Chief Financial Officer & Chief Operating Officer. The filing sets Palladini's pay and an equity package, which ties part of his stock awards to share price growth hurdles, and it matters to shareholders as a change in the company's top executive.
Palladini's base salary is $1,200,000 per year, with an annual cash incentive target of 150%.
His sign-on equity grant has a grant date fair value of $7,000,000, split 50% time-based and 50% performance-based restricted stock.
Performance shares are earned at 30%, 60% and 90% share price growth hurdles over a three-year period.
Palladini previously served as Global Brand President of Vans, a subsidiary of V.F. Corporation, from July 2016 through March 2022.
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