Carter's, Inc. (CRI) - Form 8-K Summary
Business Context and Reporting Period
Company: Carter's, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: September 22, 2025
Event: Adoption of a Stockholder Rights Agreement (Poison Pill) and declaration of a dividend of one Right per share of Common Stock.
Key Financial Metrics
This filing is a corporate governance report and does not contain financial performance data. The filing text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes and Corporate Actions
- Stockholder Rights Plan: The Board authorized a Rights Agreement to deter hostile takeovers and preserve long-term value.
- Dividend Declaration: One Right declared for each outstanding share of Common Stock to stockholders of record as of October 3, 2025.
- Preferred Stock Designation: A Certificate of Designation for 15,000 shares of Series A Junior Participating Preferred Stock was filed and became effective on September 24, 2025.
- Trigger Thresholds: Rights become exercisable if an "Acquiring Person" acquires 15% (non-passive) or 20% (passive) of outstanding Common Stock.
Terms of the Rights Agreement
- Exercise Price: $160.00 per Right for one ten-thousandth of a share of Series A Preferred Stock.
- Flip-In Provision: If an Acquiring Person triggers the plan, holders (excluding the Acquiring Person) may purchase Common Stock with a value equal to two times the exercise price ($320.00 value per Right).
- Flip-Over Provision: In the event of a merger or asset sale following a Stock Acquisition Date, holders may purchase stock of the acquiring company with a value equal to two times the exercise price.
- Expiration: Rights expire on September 21, 2026, unless extended by stockholder approval, redeemed, or upon a Board-approved merger.
- Redemption: The Company may redeem Rights at $0.0001 per Right at any time prior to an Acquiring Person emerging or the Final Expiration Time.
Investor Verification Checklist
- Verify the Record Date of October 3, 2025, to confirm eligibility for the Rights dividend.
- Review the full Stockholder Rights Agreement (Exhibit 4.1) for specific definitions of "Acquiring Person" and exemptions.
- Monitor for any press releases regarding the redemption of Rights or changes to the 15%/20% ownership thresholds.
- Confirm the status of the Series A Junior Participating Preferred Stock designation filed with the Delaware Secretary of State.