What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-11 compared with 2021-03-12 · 125 added, 203 removed, 55 unchanged (86% of the section changed)

AND PROCEDURES (continued)

Previously Disclosed Material Weakness

As previously disclosed in Part II, Item

9A “Controls and Procedures”

of the Bank’s Form 10-K for the period ended December 31, 2019, a material

weakness was identified in the Bank’s internal control over financial reporting resulting from ineffective internal controls

over the valuation and existence of complex collateral associated with two collateral-dependent impaired loans.

We relied on stale

appraisal information in order to support the underlying assumptions and methodologies to determine fair value and existence of

the complex collateral.

The appraisals were incomplete and did not adequately support the valuation and existence of the complex

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting

such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not

be prevented or detected on a timely basis.

Remediation of Previously Disclosed Material Weakness

During the fourth quarter of 2019, management

concluded that the controls regarding the completeness and accuracy of the valuation of impaired loans, including calculations

and supporting information were not operating effectively.

The Bank relied on stale appraisal information to support the underlying

assumptions and methodologies to determine fair value and existence of unique, complex collateral in a singular, limited situation.

As of December 31, 2020, management had successfully remediated this material weakness.

The remediation included obtaining

an updated appraisal from an industry expert qualified to support the valuation and existence of the complex collateral associated

with the two collateral-dependent impaired loans.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of the Company’s CEO and Chief Financial Officer (“CFO”) (its principal executive officer and principal financial officer, respectively), management has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2021.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods required by the Securities and Exchange Commission, or the SEC, and that such information is accumulated and communicated to the Company’s management, including our CEO and CFO as appropriate, to allow timely decisions regarding required disclosure.

Based on and as of the date of such evaluation, our CEO and CFO concluded that the design and operation of our disclosure controls and procedures were effective in all material respects, as of the end of the period covered by this Report.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, (as defined in Exchange Act Rule 13a-15(f)).

Our internal control over financial reporting is a process designed by or under the supervision of, our CEO and CFO to provide reasonable assurance to our management and Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

generally accepted accounting principles.

A Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of the effectiveness of specific controls or internal control over financial reporting overall to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Based on this assessment, management concludes that, as of December 31, 2021, the Company’s system of internal control over financial reporting is effective and meets the criteria of the “Internal Control Integrated Framework (2013).” Crowe LLP, our independent registered public accounting firm, has issued a report on the effectiveness of Company’s internal control over financial reporting as of December 31, 2021, which is included herein.

Changes in Internal Control Over Financial Reporting

No other changes were made to our internal

control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter

ended December 31, 2020 that materially affected, or are reasonably likely to materially affect, the Company’s internal

control over financial reporting.

OTHER INFORMATION

On December 15, 2020, the Bank adopted

an unfunded, nonqualified deferred compensation plan, called the Nonqualified Deferred Compensation Plan, to provide (i) key

employees of the Bank, including all of the Company’s named executive officers (beginning after the date of adoption) the

opportunity to defer to a later year on a pre-tax basis certain compensation without being subject to the dollar limits that apply

to these employees under the Bank’s tax-qualified integrated profit-sharing plan and (ii) the Bank’s non-employee

directors (beginning in January 2022) the opportunity to defer to a later year on a pre-tax basis certain director fees.

compensation and fees (and related earnings) deferred under this plan are held in a grantor trust until paid to the participants

and remain subject to the claims of the creditors of the Bank and Company until paid to the participants.

No other changes were made to our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2021 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

CARTER BANKSHARES, INC.

AND SUBSIDIARIES

EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Except as set

forth below, the information required by Part III, Item 10 of Form 10-K is incorporated herein from the sections

entitled –

“Delinquent Section 16(a) Reports”, “Proposal 1 -- Election of Directors,”

“Executive

Officers of the Registrant,”

“Corporate Governance --Audit Committee,”

and, "Corporate Governance - Director

Qualifications and Nominations:

Board Diversity"

in our proxy statement relating to our June 23, 2021 annual meeting

of shareholders.

Code of Ethics

Company has adopted a Code of Conduct (the “Code”) that applies to its directors, executive officers and employees

and is available on the Company’s website at www.CBTCares.com under “Investor.”

The Company intends to provide any required disclosure of any amendment to or waiver of the Code that applies to its principal

executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions,

on www.CBTCares.com under “Investor”

promptly following the amendment or waiver.

Company may elect to disclose any such amendment or waiver in a Current Report on Form 8-K filed with the SEC either in addition

to or in lieu of the website disclosure.

The information contained on or connected to the Company’s website is not incorporated

by reference in this Report and should not be considered part of this or any other report that we file or furnish to the SEC.

The information

required by Part III, Item 11 of Form 10-K is incorporated herein from the sections entitled “Compensation

Discussion and Analysis,”

“Executive Compensation,”

“Director Compensation,”

“Corporate Governance

-- Compensation Committee Interlocks and Insider Participation,”

“Corporate Governance - The Company Board’s

Role in Risk Oversight”

and “Compensation and Benefits Committee Report”

in our proxy statement relating to our

June 23, 2021 annual meeting of shareholders.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Except as set

forth below, the information required by Part III, Item 12 of Form 10-K is incorporated herein from the sections

entitled “Principal Beneficial Owners of Carter Bankshares Inc.

Common Stock”

and “Beneficial Ownership of Carter

Bankshares, Inc.

Common Stock by Directors and Officers”

in our proxy statement relating to our June 23, 2021 annual

meeting of shareholders.

OTHER INFORMATION

DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable

CARTER BANKSHARES, INC.

AND SUBSIDIARIES

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Except as set forth below, the information required by Part III, Item 10 of Form 10-K will be incorporated herein from the sections entitled – “Delinquent Section 16(a) Reports,” if applicable, “Proposal 1 -- Election of Directors,” “Independence and Committee Memberships,” “Executive Officers of the Registrant,” and "Corporate Governance" in our proxy statement relating to our May 25, 2022 annual meeting of shareholders.

Code of Ethics

The Company has adopted a Code of Conduct (the “Code”) that applies to its directors, executive officers and employees and is available on the Company’s website at www.CBTCares.com under “Investor – Corporate Information – Governance Documents.” The Company intends to provide any required disclosure of any amendment to or waiver of the Code that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on www.CBTCares.com under “Investor – Corporate Information – Governance Documents” promptly following the amendment or waiver.

The information contained on or connected to the Company’s website is not incorporated by reference in this Annual Report on Form 10-K and should not be considered part of this or any other report or document that we file or furnish to the SEC.

EXECUTIVE COMPENSATION

The information required by Part III, Item 11 of Form 10-K will be incorporated herein from the sections entitled “Executive Compensation” and “Director Compensation” in our proxy statement relating to our May 25, 2022 annual meeting of shareholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Except as set forth below, the information required by Part III, Item 12 of Form 10-K will be incorporated herein from the sections entitled “Principal Beneficial Owners of Carter Bankshares Inc.

Common Stock” and “Beneficial Ownership of Carter Bankshares, Inc.

Common Stock by Directors and Officers” in our proxy statement relating to our May 25, 2022 annual meeting of shareholders.

Equity Compensation Plan Information

The following

table provides summary information as of December 31, 2020 related to the Carter Bankshares, Inc.

Amended and Restated

2018 Omnibus Equity Plan, the only equity compensation plan under which the Company’s securities are authorized for issuance.

The following table provides summary information as of December 31, 2021 related to the Carter Bankshares, Inc.

Amended and Restated 2018 Omnibus Equity Plan, the only equity compensation plan under which the Company’s securities are authorized for issuance.

Number of securities to

1 unchanged sentence

of outstanding options,

warrants and rights

Weighted average

warrants and rights Weighted average

exercise price of

outstanding options,

warrants and rights

Number of securities remaining available

for future issuance under equity

compensation plan (excluding securities

warrants and rights Number of securities remaining available for

future issuance under equity compensation plan (excluding securities

reflected in column (a))

1 unchanged sentence

Equity compensation plans not approved by shareholders — —

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information

required by Part III, Item 13 of Form 10-K is incorporated herein from the sections entitled “Related

Person Transactions”

and “Corporate Governance -- Director Independence”

in our proxy statement relating to our

June 23, 2021 annual meeting of shareholders.

Total — $— 1,796,435

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Part III, Item 13 of Form 10-K will be incorporated herein from the sections entitled “Related Person Transactions” and “Corporate Governance -- Director Independence” in our proxy statement relating to our May 25, 2022 annual meeting of shareholders.

CARTER BANKSHARES, INC.

AND SUBSIDIARIES

ACCOUNTING FEES AND SERVICES

The information

required by Part III, Item 14 of Form 10-K is incorporated herein from the section entitled “Proposal

Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal Year 2021”

in our proxy statement

relating to our June 23, 2021 annual meeting of shareholders.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by Part III, Item 14 of Form 10-K will be incorporated herein from the section entitled Independent Registered Public Accounting Firm in our proxy statement relating to our May 25, 2022 annual meeting of shareholders.

CARTER BANKSHARES, INC.

AND SUBSIDIARIES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents

are filed as part of this Report .

Financial Statements:

The following consolidated financial statements are included in Part II, Item 8

of this Report.

No financial statement schedules are being filed because the required information is inapplicable or is presented

in the Consolidated Financial Statements or related notes.

(a) The following documents are filed as part of this Annual Report on Form 10-K and are incorporated by reference and found where noted below .

Consolidated Financial Statements:

The following Consolidated Financial Statements are included in Part II, Item 8 of this Annual Report on Form 10-K.

No financial statement schedules are being filed because the required information is inapplicable or is presented in the Consolidated Financial Statements or related notes.

Consolidated Balance Sheets

Consolidated Statements of (Loss) Income

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Changes in Shareholders’

Consolidated Statements of Income (Loss)

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Changes in Shareholders’ Equity

Consolidated Statements of Cash Flows

1 unchanged sentence

Report of Crowe LLP, Independent Registered Public Accounting Firm, on Consolidated Financial Statements and Effectiveness of Internal Controls Over Financial Reporting

Report of Yount, Hyde & Barbour, Independent Registered Public Accounting Firm, on Consolidated Financial Statements

Agreement and Plan of Reorganization by and among Carter Bank & Trust, Carter Bankshares, Inc.

and CBT Merger Sub, Inc., dated November 9, 2020 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 23, 2020)

Articles of Incorporation of Carter Bankshares, Inc., effective October 7, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 23, 2020)

Bylaws of Carter Bankshares, Inc., as adopted October 28, 2020 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 23, 2020)

Description of Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 23, 2020)

Amended and Restated Employment Agreement, dated and effective as of November 20, 2020, by and between Carter Bankshares, Inc., Carter Bank & Trust and Wendy S.

Bell (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2021 )

Amended and Restated Employment Agreement, dated and effective as of November 20, 2020, by and between Carter Bankshares, Inc., Carter Bank & Trust and Litz Van Dyke (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2021 )

CARTER BANKSHARES, INC.

AND SUBSIDIARIES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES –

2.1 Agreement and Plan of Reorganization by and among Carter Bank & Trust, Carter Bankshares, Inc.

and CBT Merger Sub, Inc., dated November 9, 2020 (incorporated by reference to Exhibit 2.1 to the Company’s

Current Report on Form 8-K filed with the SEC on November 23, 2020)

3.1 Articles of Incorporation of Carter Bankshares, Inc., effective October 7, 2020 (incorporated

by reference to Exhibit 3.1 the Company’s Current Report on Form 8-K filed with the SEC on November 23, 2020)

3.2 Bylaws of Carter Bankshares, Inc., as adopted October 28, 2020 (incorporated by reference

to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 23, 2020)

4.1 Description of Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s

Current Report on Form 8-K filed with the SEC on November 23, 2020)

10.1* Amended and Restated Employment Agreement, dated and effective as of November 20, 2020, by

and between Carter Bankshares, Inc., Carter Bank & Trust and Wendy S.

Bell (filed herewith)

10.2* Amended and Restated Employment Agreement, dated and effective as of November 20, 2020, by

and between Carter Bankshares, Inc., Carter Bank & Trust and Litz Van Dyke (filed herewith)

10.3* Amended and Restated Employment Agreement, dated and effective as of November 20, 2020, by

and between Carter Bankshares, Inc., Carter Bank & Trust and Phyllis Q.

Karavatakis (filed herewith)

10.4* Amended and Restated Employment Agreement, dated and effective as of November 20, 2020, by

and between Carter Bankshares, Inc., Carter Bank & Trust and Jane Ann Davis (filed herewith)

10.5* Amended and Restated Employment Agreement, dated and effective as of November 20, 2020, by

and between Carter Bankshares, Inc., Carter Bank & Trust and Bradford N.

Langs (filed herewith)

10.6* Amended and Restated Employment Agreement, dated and effective as of November 20, 2020, by

and between Carter Bankshares, Inc., Carter Bank & Trust and Matthew M.

Speare (filed herewith)

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES – (continued)

Amended and Restated Employment Agreement, dated and effective as of November 20, 2020, by and between Carter Bankshares, Inc., Carter Bank & Trust and Phyllis Q.

Karavatakis (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2021 )

Amended and Restated Employment Agreement, dated and effective as of November 20, 2020, by and between Carter Bankshares, Inc., Carter Bank & Trust and Jane Ann Davis (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2021 )

Amended and Restated Employment Agreement, dated and effective as of November 20, 2020, by and between Carter Bankshares, Inc., Carter Bank & Trust and Bradford N.

Langs (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2021 )

Amended and Restated Employment Agreement, dated and effective as of November 20, 2020, by and between Carter Bankshares, Inc., Carter Bank & Trust and Matthew M.

Speare ( incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2021 )

Carter Bankshares, Inc.

Amended and Restated 2018 Omnibus Equity Incentive Plan, effective

November 20, 2020 (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8

filed with the SEC on December 3, 2020)

10.7.1* Form of Time-Based Restricted Stock Agreement (for employee) for use after November 20,

2020 under the Carter Bankshares, Inc.

Amended and Restated 2018 Omnibus Equity Incentive Plan (filed herewith)

10.7.2* Form of Time-Based Restricted Stock (for non-employee director) for use after November 20,

2020 under the Carter Bankshares, Inc.

Amended and Restated 2018 Omnibus Equity Incentive Plan (filed herewith)

Amended and Restated 2018 Omnibus Equity Incentive Plan, effective November 20, 2020 (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on December 3, 2020)

Form of Time-Based Restricted Stock Agreement (for employee) for use after November 20, 2020 under the Carter Bankshares, Inc.

Amended and Restated 2018 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.7.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2021 )

Form of Time-Based Restricted Stock (for non-employee director) for use after November 20, 2020 under the Carter Bankshares, Inc.

Amended and Restated 2018 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.7.2 to the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2021 )

Form of Time-Based Restricted Stock Agreement (for employee :

LT IP ) for use after March 2 , 2022 , under the Carter Bankshares, Inc.

Amended and Restated 2018 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 2 , 2022 )

Form of Performance Unit Agreement (for employee) for use after March 2 , 2022 under the Carter Bankshares, Inc.

Amended and Restated 2018 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 2 , 2022)

Form of Time-Based Restricted Stock Agreement (for employee:

annual) for use on or after February 17, 2022 under the Carter Bankshares, Inc.

Amended and Restated 2018 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on March 2, 2022)

Carter Bankshares, Inc.

AND SUBSIDIARIES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES –

Amended and Restated Annual Incentive Plan as amended and restated February 18, 2021 (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2021)

Amended and Restated Change of Control Severance Agreement, dated and effective as of November 20, 2020, by and between Carter Bankshares, Inc., Carter Bank & Trust and Arthur Loran Adams (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2021 )

Amended and Restated Change of Control Severance Agreement, dated and effective as of November 20, 2020 by and between Carter Bankshares, Inc., Carter Bank & Trust and Tony E.

Kallsen (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2021 )

CARTER BANKSHARES, INC.

Amended and Restated Annual Incentive Plan as amended and restated

February 18, 2021 (filed herewith)

10.9* Amended and Restated Change of Control Severance Agreement, dated and effective as of November 20,

2020, by and between Carter Bankshares, Inc., Carter Bank & Trust and Arthur Loran Adams (filed herewith)

10.10* Amended and Restated Change of Control Severance Agreement, dated and effective as of November 20,

2020 by and between Carter Bankshares, Inc., Carter Bank & Trust and Tony E.

Kallsen (filed herewith)

10.11* Carter Bank & Trust Nonqualified Deferred Compensation Plan (executive component) - Virginia

Bankers Association Model Plan (for executives) as restated as of January 1, 2018 and incorporating all amendments through

November 1, 2020 (filed herewith)

10.11.1* Adoption Agreement for Virginia Bankers Association Model Plan (for executives) as restated as

of January 1, 2018 and updated January 1, 2020 (filed herewith)

10.11.2* 162(m) Amendment to Virginia Bankers Association Model Plan (for executives) adopted November 13,

2020 (filed herewith)

10.12* Carter Bank & Trust Nonqualified Deferred Compensation Plan (director component) - Virginia

Bankers Association Model Plan (for directors) as restated as of January 1, 2018 and incorporating all amendments through

November 1, 2020 (filed herewith)

10.12.1* Adoption Agreement for Virginia Bankers Association Model Plan (for directors) as restated as of

January 1, 2018 and updated January 1, 2020 (filed herewith)

AND SUBSIDIARIES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES – (continued)

Carter Bank & Trust Nonqualified Deferred Compensation Plan (executive component) - Virginia Bankers Association Model Plan (for executives) as restated as of January 1, 2018 and incorporating all amendments through November 1, 2020 ( incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2021 )

Adoption Agreement for Virginia Bankers Association Model Plan (for executives) as restated as of January 1, 2018 and updated January 1, 2020 , effective as of January 1, 2022 (filed herewith)

162(m) Amendment to Virginia Bankers Association Model Plan (for executives) adopted November 13, 2020 (incorporated by reference to Exhibit 10.11.2 to the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2021 )

Carter Bank & Trust Nonqualified Deferred Compensation Plan (director component) - Virginia Bankers Association Model Plan (for directors) as restated as of January 1, 2018 and incorporating all amendments through November 1, 2020 (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2021 )

Adoption Agreement for Virginia Bankers Association Model Plan (for directors) as restated as of January 1, 2018 and updated January 1, 2020 , effective as of January 1, 2022 (filed herewith)

Subsidiaries of Carter Bankshares, Inc .

1 unchanged sentence

Consent of Crowe LLP (filed herewith)

23.2 Consent of Yount, Hyde & Barbour, P.C.

(filed herewith)

Certification by principal executive officer pursuant to Rule 13a-14(a) (filed herewith)

1 unchanged sentence

Certification by principal executive officer pursuant to 18 U.S.C.

§1350 (filed herewith)

Certification by principal financial officer pursuant to 18 U.S.C.

§1350 (filed herewith)

management contract.

§1350 (filed herewith)

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101.SCH Inline XBRL Taxonomy Extension Schema

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase

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104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101)

* Denotes management contract.

FORM 10-K SUMMARY

BANKSHARES, INC.

CARTER BANKSHARES, INC.

AND SUBSIDIARIES

Pursuant to the requirements of Section 13

or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CARTER BANKSHARES, INC.

1 unchanged sentence

March 11, 2022

Chief Financial Officer (Principal Financial and Accounting

Chief Financial Officer (Principal Financial and Accounting Officer)

March 11, 2022

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities

and on the dates indicated.

Chairman of the Board

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Haskins Name:

Chairman of the Board Title:

Director and Chief Executive Officer

March 12, 2021

March 11, 2022 Date:

March 11, 2022

/s/ Phyllis Q.

Karavatakis By:

/s/ Michael R.

Vice Chairman of the Board

March 12, 2021

Karavatakis Name:

Vice Chairman of the Board Title:

March 11, 2022 Date:

March 11, 2022

Bloomfield By:

/s/ Robert M.

March 12, 2021

Bloomfield Name:

Director Title:

March 11, 2022 Date:

March 11, 2022

1 unchanged sentence

/s/ Gregory W.

March 12, 2021

Director Title:

March 11, 2022 Date:

March 11, 2022

1 unchanged sentence

AND SUBSIDIARIES

/s/ Chester A.

/s/ Charles E.

March 12, 2021

/s/ Elizabeth Lester Walsh

Elizabeth Lester Walsh

Director Title:

March 11, 2022 Date:

March 11, 2022

/s/ Catharine L.

Warren Matthews

Midkiff Name:

Warren Matthews

March 12, 2021

/s/ Catharine L.

/s/ Joseph E.

March 12, 2021

/s/ Elizabeth Lester Walsh

Elizabeth Lester Walsh

Director Title:

March 11, 2022 Date:

March 11, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures