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Item 9A. Controls and Procedures

2024-03-08 compared with 2023-03-10 · 26 added, 18 removed, 177 unchanged (20% of the section changed)

20 unchanged sentences

OTHER INFORMATION

During the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted , modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

3 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 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.

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” (if applicable), “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 22, 2024 annual meeting of shareholders.

Code of Ethics

32 unchanged sentences

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 22, 2024 annual meeting of shareholders.

PRINCIPAL ACCOUNTING FEES AND SERVICES

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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 22, 2024 annual meeting of shareholders.

7 unchanged sentences

Consolidated Balance Sheets

Consolidated Statements of Income (Loss)

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Income

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Changes in Shareholders’ Equity

34 unchanged sentences

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)

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

AIP) for use on or after February 14, 2023 under the Carter Bankshares, Inc.

Amended and Restated 2018 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 4, 2023)

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

LTIP) for use on and after December 14, 2023 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 December 12, 2023)

Form of Performance Unit Agreement (for employee:

LTIP) for use on and after December 14, 2023 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 December 12, 2023)

CARTER BANKSHARES, INC.

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 )

AND SUBSIDIARIES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES – (continued)

Carter Bankshares, Inc.

Amended and Restated Annual Incentive Plan as amended and restated effective January 1, 2022 (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 5, 2022)

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 )

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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.

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)

2 unchanged sentences

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 ( 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 )

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 (incorporated by reference to Exhibit 10.12.1 to the Company’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)

Clawback Policy (filed herewith)

Subsidiaries of Carter Bankshares, Inc .

3 unchanged sentences

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

CARTER BANKSHARES, INC.

AND SUBSIDIARIES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES – (continued)

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

6 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

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March 8, 2024

/s/ Robert W.

/s/ Gregory W.

Director Title:

March 10, 2023 Date:

March 10, 2023

Feldmann Name:

Director Title:

1 unchanged sentence

March 8, 2024

CARTER BANKSHARES, INC.

AND SUBSIDIARIES

Warren Matthews By:

4 unchanged sentences

March 8, 2024

CARTER BANKSHARES, INC.

AND SUBSIDIARIES

/s/ Curtis E.

6 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