1 unchanged sentence
Disclosure Controls and Procedures
−Removed: 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, 2023.
+Added: 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 defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2024.
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.
−Removed: 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.
+Added: 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 Exchange Act is recorded, processed, summarized and reported within the time periods required by the Securities and Exchange Commission (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.
24 unchanged sentences
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.
+Added: Insider Trading Policies and Procedures
+Added: The Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of its securities by directors, officers and employees, or the Company itself.
+Added: These policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company.
+Added: The Company’s insider trading policies and procedures are filed as an exhibit to this Annual Report on Form 10-K.
EXECUTIVE COMPENSATION
2 unchanged sentences
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.
−Removed: Common Stock” and “Beneficial Ownership of Carter Bankshares, Inc.
+Added: Common Stock” and “Beneficial Ownership of Carter
+Added: CARTER BANKSHARES, INC.
+Added: AND SUBSIDIARIES
+Added: Bankshares, Inc.
Common Stock by Directors and Officers” in our proxy statement relating to our May 28, 2025 annual meeting of shareholders.
2 unchanged sentences
Amended and Restated 2018 Omnibus Equity Plan, the only equity compensation plan under which the Company’s securities are authorized for issuance.
−Removed: Number of securities to
−Removed: be issued upon exercise
−Removed: of outstanding options,
−Removed: warrants and rights Weighted average
−Removed: exercise price of
−Removed: outstanding options,
−Removed: warrants and rights (1)
−Removed: Number of securities remaining available for
−Removed: future issuance under equity compensation plan (excluding securities
−Removed: reflected in column (a))
+Added: Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights 1
+Added: Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in column (a))
Equity compensation plan approved by shareholders 50,963 2 $— 1,416,491
6 unchanged sentences
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.
−Removed: CARTER BANKSHARES, INC.
−Removed: AND SUBSIDIARIES
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
60 unchanged sentences
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES – (continued)
+Added: Form of Time-Based Restricted Stock Agreement (for employee:
+Added: LTIP) for use on and after February 27, 2025 under the Carter Bankshares, Inc.
+Added: Amended and Restated 2018 Omnibus Equity Incentive Plan
+Added: Form of Performance Unit Agreement (for employee:
+Added: LTIP) for use on and after February 27, 2025 under the Carter Bankshares, Inc.
+Added: Amended and Restated 2018 Omnibus Equity Incentive Plan
Carter Bankshares, Inc.
10 unchanged sentences
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)
−Removed: Clawback Policy (filed herewith)
+Added: Insider Trading Policies and Procedures (filed herewith)
+Added: CARTER BANKSHARES, INC.
+Added: AND SUBSIDIARIES
+Added: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES – (continued)
+Added: Clawback Policy (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2024)
Subsidiaries of Carter Bankshares, Inc .
−Removed: (filed herewith)
+Added: (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2024)
Consent of Crowe LLP (filed herewith)
1 unchanged sentence
Certification by principal financial officer pursuant to Rule 13a-14(a) (filed herewith)
−Removed: CARTER BANKSHARES, INC.
−Removed: AND SUBSIDIARIES
−Removed: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES – (continued)
Certification by principal executive officer pursuant to 18 U.S.C.
32 unchanged sentences
March 7, 2025
−Removed: Bloomfield By:
/s/ Robert M.
24 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.