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AI brief of an SEC Form 8-K · Carter's (CRI)

Carter's adopts stockholder rights plan after RWWM discloses 16.86% stake

Neutral Impact 4 of 5 shareholder Written later

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.

Key points

  • 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

The filing

CompanyCarter's (CRI)
Form8-K, current report
Filed with the SECSep 24, 2025, 8:41 AM ET
Accession number0001193125-25-214246

Items reported: 1.01 Material Definitive Agreement3.03 Change to Shareholder Rights5.03 Bylaw / Charter Amendment7.01 Regulation FD Disclosure

Read the filing on SEC.gov ↗

Written by AI (Anthropic Claude, claude-haiku-5-5) on Nov 8, 2026, 6:59 AM ET, from the text of the filing and its press-release exhibits only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on September 24, 2025.

Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.