Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On May 20, 2025, the Company announced that its Board had authorized, effective May 1, 2025, a common share repurchase program to purchase up to $20.0 million of the Company’s common stock in the aggregate through May 1, 2026 (the “2025 Program”) subject to receipt of non-objection from the Federal Reserve Bank of Richmond, which was received on May 19, 2025. The 2025 Program authorizes the purchase of the Company’s common stock in open market transactions or privately negotiated transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and/or Rule 10b-18 promulgated under the Exchange Act. The authorization permits management to repurchase shares of the Company’s common stock from time to time at management’s discretion. The actual means and timing of any shares purchased under the 2025 Program, and the number of shares actually purchased under the 2025 Program, will depend on a variety of factors, including the market price of the Company’s common stock, general market and economic conditions, management’s evaluation of the Company’s financial condition and liquidity position and applicable legal and regulatory requirements. The 2025 Program does not obligate the Company to purchase any particular number of shares and may be modified of terminated by the Board at any time. As of September 30, 2025, the Company repurchased 809,601 shares of its common stock at a total cost of $14.0 and a weighted average cost per share of $17.35.
The following table provides information regarding the Company’s purchases of its common stock during the quarter ended September 30, 2025:
Issuer Purchases of Equity Securities
Period Total Number of Shares Purchased 1
Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum number (or approximate dollar value) of Shares that may yet be purchased under the plans or programs 2
07/01/2025 - 07/31/2025 — $— — $10,861,190
08/01/2025 - 08/31/2025 157,805 18.05 157,805 8,012,540
09/01/2025 - 09/30/2025 104,534 19.67 104,464 5,957,424
Total 262,339 $18.70 262,269
1 Reflects 70 shares that were withheld upon vesting of restricted shares granted to employees of the Company in order to satisfy tax withholding obligations and 262,269 shares repurchased during the period under the 2025 Program.
2 The number shown represents, as of the end of each period, the approximate dollar value of Common Stock shares that may yet be purchased under the 2025 Program, which was announced on May 20, 2025 and authorizes the purchase of up to $20.0 million of the Company’s common stock in the aggregate through May 1, 2026. The shares may be purchased, from time-to-time, depending on a variety of factors.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
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CARTER BANKSHARES, INC. AND SUBSIDIARIES
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.