Carter Bankshares, Inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS On February 2, 2026, the Company announced that its Board authorized a repurchase program to purchase up to $10.0 million of the Company’s common stock in the aggregate over a period of twelve months beginning February 11, 2026, the date of receipt of non-objection from the Federal Reserve Bank of Richmond. The 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 Securities Exchange Act of 1934, as amended. 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 program, and the number of shares actually purchased under the 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 repurchase program may be modified or terminated by the Board at any time. The repurchase program does not obligate the Company to purchase any particular number of shares. During both the three and six months ended June 30, 2026, the Company repurchased 108,601 shares of its common stock at a total cost of $2.9 million and a weighted average cost per share of $26.50. On May 20, 2025, the Company announced that its Board authorized a repurchase program to purchase up to $20.0 million of the Company’s common stock in the aggregate through May 14, 2026. The program authorized 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 Securities Exchange Act of 1934, as amended. The 2025 Program was fully utilized on October 30, 2025. The following table provides information regarding the Company’s purchases of its common stock during the quarter ended June 30, 2026: 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 04/01/2026 - 04/30/2026 2,477 $24.24 — $10,000,000 05/01/2026 - 05/31/2026 104,480 26.46 98,601 7,391,586 06/01/2026 - 06/30/2026 10,000 26.97 10,000 7,121,855 Total 116,957 $26.46 108,601 1 Reflects 8,356 shares that were withheld upon vesting of restricted shares granted to associates of the Company in order to satisfy tax withholding obligations. 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 2026 Program, which was announced on February 2, 2026 and authorizes the purchase of up to $10.0 million of the Company’s common stock in the aggregate through February 11, 2027. The shares may be purchased, from time-to-time, depending on a variety of factors. ITEM 3. DEFAULTS UPON SENIOR SECURITIES 75 Table of Contents CARTER BANKSHARES, INC. AND SUBSIDIARIES None. ITEM 4. MINE SAFETY DISCLOSURES None.