卡特 2025年度报告

//HWWHU IURP WKH 1RQ([HFXWLYH &KDLU RI WKH %RDUG RI 'LUHFWRUV April 1, 2026 To My Fellow Shareholders, As I write this letter, I am reflecting on my 19 years of service to Carter’s, a company Ihave grown to love. I realize that this is just a minute for a company that has existed forover 160 years, but during my tenure, I have developed the utmost admiration for themany people I have had the good fortune of working with over the span of my time withCarter’s. This includes members of the Board, our management team, and our hard-working, loyal employees. I also want to specifically recognize Hali Borenstein, mycolleague on the Board, who is joining me in retirement in connection with this annualmeeting. Hali is a working mom and serves as CEO of the high growth retailerReformation. She joined us right before COVID at a pivotal point in Carter’s history. Wehave benefited greatly from her guidance, experience, and intellect over these last sixyears. And, we will miss her greatly as she devotes her full energy and time tocontinuing to guide Reformation through its journey. I thank her for her years of serviceon the Board and many contributions to Carter’s. Over its long and rich history, Carter’s has operated through world wars, regional wars,the Great Depression, recessions, inflationary periods, financial crises, supply chaindisruptions, global pandemics, and, more recently, the imposition of unprecedentedtariffs. Carter’s navigated and managed through these significant challenges and alwaysemerged as a stronger company. Today, building on our position as the leader in theyoung children’s apparel industry, we continue on our path towards businesstransformation which is intended to strengthen our capabilities and provide thefoundation for continued long-term growth. With Ms. Borenstein’s and my retirement from the Board, shareholders will be asked tore-elect the eight remaining independent directors and one non-independent director. Asyou may recall, over the last several years, we have refreshed the Board of Directors.Five of the candidates proposed for re-election to our Board joined our Board as part ofthat refreshment process. Our Board members possess a vast range of experiences,who bring knowledge and expertise from diverse backgrounds across the businesscommunity. The Board will be led by my friend and colleague, Gretchen Schar, who willbecome the Non-Executive Chair of the Board immediately before the upcoming annualmeeting. I believe that Ms. Schar will provide excellent leadership of the Board andsupport for Carter’s leadership team and employees; she and our continuing Boardmembers are well-equipped to make the complex decisions necessary to execute asuccessful business transformation. At its core, Carter’s is in the business of providing clothing for newborn babies, one ofthe greatest miracles of the human experience. The Company’s mission will continue tobe centered around meeting the needs of the families of these beautiful children. Ibelieve our investors should have confidence in our ability to manage the currentuncertainties in the marketplace and other business challenges that may come our way. I will soon join you all as just another investor, and I am extremely thankful for theopportunity to be part of this wonderful Company. The Board, under the leadership ofMs. Schar, will continue to strive for the good governance, leadership and value creationthat our investors have come to expect from a company which has endured for 161years. With gratitude, William J. Montgoris Non-Executive Chair of the Board of Directors //HWWHU IURP WKH &KLHI ([HFXWLYH 2IILFHU3UHVLGHQW April 1, 2026 Dear Shareholders, As I reach my one-year anniversary as Carter’s CEO, I’d like to express my sinceregratitude for your investment. Since 1865, Carter’s has been a leader in youngchildren’s apparel and accessories, a rich legacy that continues to serve all familiesthrough our purpose of embracing the wonder of childhood and uplifting those shapingthe future. Over the past year, we’ve embarked on a transformation strategy designed to createsignificant shareholder returns over the next several years by generating consistentgrowth in sales, profit, and operating cash flow. Although 2025 was a tumultuous yearacross all business sectors and geographies— including the imposition of historic tariffson our products—I am incredibly proud of the grit, determination, and acumen Carter’semployees have shown by working through myriad challenges, stabilizing our business,realizing major productivity improvements, and returning the company to top-linegrowth. A few highlights from 2025: -Consolidated net sales of $2.9 billion, growth of 2% over 2024-Consolidated adjusted operating income1of $176 million, a decline of 39%versus 2024-Improvement in our U.S. Retail comparable sales for three consecutive quartersincluding a 5 percent increase in the important fourth quarter-Maintained our overall market share in the young