Westenberger Richard F. 4

What Happened Richard F. Westenberger, CFO & COO of Carter's, had 764 shares of the company's common stock withheld on Feb 16, 2026 to satisfy tax withholding obligations arising from the vesting of restricted stock. The shares were valued at $40.05 each, for a total of approximately $30,598. This was a tax-withholding disposition (routine), not an open-market sale.

Key Details

• Transaction date: 2026-02-16; reported on Form 4 filed 2026-02-18 (timely filing).
• Price: $40.05 per share; Total value of shares withheld: ~$30,598.
• Transaction code: F (payment of exercise price or tax liability via share withholding).
• Shares owned after transaction: Not specified in this Form 4.
• Footnotes: F1 — shares were withheld to satisfy tax withholding on vested restricted stock. F2 — some of the shares are subject to time-vesting or performance-based restrictions.
• No 10b5-1 plan or gift indicated.

Context Share withholding to cover taxes is a common, administrative action when restricted stock vests and does not necessarily indicate the insider is selling shares for liquidity or changing ownership intent. Because some shares remain subject to vesting conditions, the filing reflects the mechanics of vesting and tax obligations rather than a discretionary market sale.