Carter's, Inc. (CRI) SEC Filings & Earnings Calls

No material risk; expiration of rights agreement is routine.

“Rights Agreement expired per its terms.”

No material risk signals; dividend declaration is routine and does not indicate financial stress.

Net incremental tariff costs and general inflationary pressure partially offset productivity gains.

“Benefits from productivity and supply chain initiatives, partially offset by net incremental tariff costs, investments in demand creation, general inflationary cost pressure.” · word for word

IEEPA tariff refund uncertainty

“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.” · word for word

CEO transition risk

“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.” · word for word

Tariff and inflationary cost pressures impacting adjusted margins

“Our profitability in the quarter was negatively affected by higher tariffs, investment spending and other inflationary cost pressures and higher interest costs” · word for word

Tariff Cost Pressure on Gross Margin

“Incremental tariff-related costs unfavorably impacted Cost of goods sold by approximately $50 million.” · word for word

IEEPA Tariff Refund Uncertainty

“As of April 4, 2026, the Company had not received any refund payments, and uncertainty remained regarding the timing, amount, and ultimate receipt of any refunds.” · word for word

U.S. Wholesale Segment Margin Compression

“Segment operating margin decreased 750 bps to 14.6%, driven by an 810 bps decrease in gross margin.” · word for word

CEO Transition Risk

“Douglas C. Palladini has departed the Company as Chief Executive Officer & President and resigned as a member of the Board effective April 28, 2026.” · word for word

CEO transition risk, though mitigated by reaffirmed guidance and experienced successor.

“Douglas C. Palladini has departed the Company as Chief Executive Officer... appointment of Sharon Price John”

Tariff cost pressure on margins and inventory

“Inventories increased $42.3 million, or 8.4%, to $544.6 million, driven by incremental tariff-related costs.” · word for word

Significant profitability decline

“Consolidated operating income decreased $110.8 million, or 43.5%, to $143.9 million.” · word for word

CEO transition and leadership changes

“Fiscal 2025 was a year of significant change for the Company, as it welcomed a new Chief Executive Officer & President (Douglas C. Palladini) upon the retirement of its long-serving Chairman, Chief Executive Officer & President (Michael D. Casey), as well as a new Chief Strategy Officer (Emily D. Evert) and a new Chief Marketing Officer (Sarah J. Crockett).” · word for word

Weak long-term performance share attainment

“a 37% attainment was certified by the Committee for these PSAs.” · word for word

Consumer discretionary spending risk

“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” · word for word

Tariff Impact on Financial Forecasts

“during the second quarter of fiscal 2025, we identified a triggering event related to the new tariffs enacted by the Trump Administration and the resulting unfavorable impact on our financial forecasts” · word for word

High Debt and Covenant Restrictions

“We have substantial debt, which could adversely affect our financial health and our ability to obtain financing in the future” · word for word

Stockholder Rights Agreement (Poison Pill)

“On September 22, 2025, the Board authorized the Company’s entry into a limited duration stockholder rights agreement (the “Rights Agreement”) in response to the rapid accumulation of a significant amount of shares of the Company’s common stock by a third party.” · word for word

Significant margin pressure from tariffs and restructuring; FY2026 EPS expected to decline double-digits.

“FY2026 outlook: low double-digit to mid-teens decline in adjusted diluted EPS”

Higher tariffs impacting profitability; partially offset by AUR increases.

“An important element of ongoing efforts to offset the impact of higher tariffs and improve profitability.” · word for word

U.S. Wholesale segment net sales declined low single-digits in FY2025.

“Net sales in the U.S. Wholesale segment declined in the low single-digits” · word for word

Loss of key technology leadership could impact IT strategy and operations.

“Resignation of Chief Information & Technology Officer.” · word for word

Increased debt obligation may raise financial leverage and interest expense.

“Creation of a direct financial obligation under an off-balance sheet arrangement.” · word for word

Higher interest expense from 7.375% coupon vs. 5.625% prior notes; potential margin pressure.

“New notes carry 7.375% interest rate; prior notes were 5.625%.”

Increased leverage from new debt issuance

“Senior notes offering increases debt outstanding”

Refinancing risk and conditional redemption

“Redemption of 2027 notes is conditional upon completion of new financing; no assurance new credit facility will be finalized.”

Tariff impact on product costs weighing on profitability

“CEO: 'elevated product costs, in part due to the impact of higher tariffs'”

Restructuring execution risk and potential higher-than-expected charges

“Forward-looking statements note risk that Plan costs may be greater than anticipated”

Tariff impact on financial forecasts

“During the second quarter of fiscal 2025, the Company identified a triggering event related to the new tariffs enacted by the Trump Administration and the resulting unfavorable impact on the Company’s financial forecasts” · word for word

Goodwill impairment risk

“The assessment indicated that the fair value of assets for the U.S. Retail, Canada, and Other International reporting units exceeded its carrying values by approximately 4%, 7%, and 4%, respectively.” · word for word

Credit loss risk

“Allowance for credit losses $12.0M at Sep 27, 2025 vs $5.7M at Dec 28, 2024.”

Liquidity risk

“Cash and cash equivalents $184.2M at Sep 27, 2025 vs $412.9M at Dec 28, 2024; operating cash flow -$136.3M YTD.”

Hostile takeover risk

“On September 22, 2025, the Board adopted a limited duration shareholder rights agreement in response to the rapid accumulation of a significant amount of the common stock of the Company by a third party.”