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Item 9A. Controls and Procedures

2023-03-10 compared with 2022-03-11 · 35 added, 20 removed, 160 unchanged (26% of the section changed)

1 unchanged sentence

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.

Under the supervision and with the participation of the Company’s Chief Executive Officer (“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, 2022.

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.

21 unchanged sentences

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.

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,” “Independence and Committee Memberships,” “Executive Officers of the Registrant,” and "Corporate Governance - Meetings and Committee of the Board of Directors" in our proxy statement relating to our May 24, 2023 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 Company has adopted a Code of Conduct (the “Code”) that applies to its directors, executive officers and associates 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.

The information required by Part III, Item 11 of Form 10-K is incorporated herein from the sections entitled “Executive Compensation” and “Director Compensation” in our proxy statement relating to our May 24, 2023 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.

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.

9 unchanged sentences

outstanding options,

warrants and rights Number of securities remaining available for

warrants and rights (1)

Number of securities remaining available for

future issuance under equity compensation plan (excluding securities

3 unchanged sentences

Total 30,630 $— 1,642,899

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.

(1) The weighted average exercise price does not take into account the outstanding performance unit awards noted in footnote (2) of this table.

Performance unit awards do not have an exercise price and are delivered without any payment by the award recipient.

(2) The amount shown reflects the maximum number of shares that may be issued under outstanding performance units if maximum performance goals are achieved.

However, the actual number of shares issued under the performance units will depend on the level of performance achieved during a three-year performance period.

The award recipient may receive less than the maximum number of shares under the outstanding performance units and may receive no payout under the outstanding performance units.

CARTER BANKSHARES, INC.

AND SUBSIDIARIES

CERTAIN 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 May 24, 2023 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.

The information required by Part III, Item 14 of Form 10-K is incorporated herein from the section entitled “Independent Registered Public Accounting Firm” in our proxy statement relating to our May 24, 2023 annual meeting of shareholders.

CARTER BANKSHARES, INC.

7 unchanged sentences

Consolidated Statements of Income (Loss)

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Changes in Shareholders’ Equity

27 unchanged sentences

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

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

LTIP) 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)

5 unchanged sentences

Carter Bankshares, Inc.

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 Annual Incentive Plan as amended and restated effective Jan uary 1 , 202 2 (incorporated by reference to Exhibit 10.8 to the Company’s Q uarterly Report on Form 10- Q filed with the SEC on Ma y 5 , 202 2 )

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 )

5 unchanged sentences

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)

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 (incorporated by reference to Exhibit 10.11.1 to the Company ’ s Annual Report on Form 10-K filed with the SEC on March 11, 2022)

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)

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 ( inco rporated by reference to Exhibit 10.12.1 to t he Comp any ’ s Annual Report on Form 10-K filed with the SEC on March 11, 2022 )

Carter Bank & Trust Non-Qualified Deferred Compensation Plan (for directors and executives) Virginia Bankers Association Model Nonqualified Supplemental Deferred Compensation Plan Document, adopted on May 19, 2022, effective as of January 1, 2023 (incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 3, 2022)

Carter Bank & Trust Non-Qualified Deferred Compensation Plan (for directors and executives) Virginia Bankers Association Model Adoption Agreement, adopted on May 19 , 2022, effective as of January 1, 2023 (incorporated by reference to Exhibit 10.13.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 3, 2022)

Subsidiaries of Carter Bankshares, Inc .

11 unchanged sentences

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase

CARTER BANKSHARES, INC.

AND SUBSIDIARIES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES – (continued)

101.LAB Inline XBRL Taxonomy Extension Label Linkbase

35 unchanged sentences

March 10, 2023

Director Title:

March 10, 2023 Date:

March 10, 2023

CARTER BANKSHARES, INC.

AND SUBSIDIARIES

/s/ Elizabeth Lester Walsh

Elizabeth Lester Walsh

Warren Matthews By:

/s/ Catharine L.

Warren Matthews Name:

Director Title:

1 unchanged sentence

March 10, 2023

/s/ Catharine L.

Warren Matthews

Midkiff Name:

Warren Matthews

/s/ Curtis E.

/s/ Elizabeth Lester Walsh

Stephens Name:

Elizabeth Lester Walsh

Director Title:

2 unchanged sentences

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