Every material Form 8-K Carter's filed with the SEC in 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, 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.
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.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Carter's filing is on SEC EDGAR ↗. 8-K briefs of other companies →