{"url_path":"/sec/care/8-k/2026-06-24/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/1829576/0001829576-26-000061-index.html","accession_number":"0001829576-26-000061","cik":"0001829576","ticker":"CARE","issuer_name":"Carter Bankshares, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1829576/0001829576-26-000061-index.html","primary_entity_key":"0001829576","primary_entity_name":"Carter Bankshares, Inc."},"word_count":682,"has_tables":true,"body_markdown":"ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nOn June 18, 2026, Carter Bankshares, Inc. (the “Holding Company”) and Carter Bank & Trust (the “Bank,” and together with the Holding Company, the “Company”) entered into amended and restated employment agreements or amended and restated change of control agreements with several officers, including a Second Amended and Restated Employment Agreement with each of Litz H. Van Dyke, Chief Executive Officer (the “Van Dyke Agreement”), Bradford N. Langs, President and Chief Strategy Officer of the Bank (the “Langs Agreement”), Wendy S. Bell, Chief Financial Officer (the “Bell Agreement”) and Matthew M. Speare, Chief Operations Officer of the Bank (the “Speare Agreement”) (collectively, the “Employment Agreements”) and an Amended and Restated Change of Control Severance Agreement with Tony E. Kallsen, Chief Credit Officer of the Bank (the “Change of Control Agreement,” and together with the Employment Agreements, the “Agreements”). Each of the Agreements replaces the existing corresponding agreement for each of these officers.\n\nEmployment Agreements\n\nEach of the Employment Agreements includes the following changes, in addition to other clarifying and conforming changes consistent with current best practices:\n\n•Each agreement was updated to reflect the officer’s current position and current base salary, providing the current base salary as a base salary floor and to update the term.\n\n•The clawback provision was expanded to include all applicable requirements under law, regulation, or securities exchange listing standard and Company policies and to add each officer’s express agreement to comply.\n\n•The gross up provision to cover taxes on automobile allowance was removed.\n\n•The definition of “Cause” was clarified to specifically provide that the officer’s breach of the duty of loyalty is a reason to terminate the officer’s employment for Cause. The definition of “Cause” was also narrowed to require “willful” action in order to be terminated for Cause due to failure to perform material duties and responsibilities or failure to follow reasonable instructions or policies of the Company.\n\n•The termination and severance provisions were updated to comply with a new Virginia law that impacts noncompetition provisions beginning July 1, 2026, including the addition of one month of severance for any termination not otherwise triggering full severance benefits under the agreement, other than in the event of death, termination for Cause or voluntary termination other than for Good Reason.\n\n•The confidentiality obligations and noncompetition restrictive covenant provision were updated and clarified to comply with law changes, recent developments and other best practices.\n\n•The provision providing for full payout and termination of the agreement upon a Change of Control under Internal Revenue Code Section 409A was removed to maintain greatest flexibility.\n\nChange of Control Agreement\n\nThe Change of Control Agreement includes the following changes, in addition to other clarifying and conforming changes consistent with current best practices:\n\n•The definition of “Cause” was clarified to specifically provide that the officer’s breach of the duty of loyalty is a reason to terminate the officer’s employment for Cause. The definition of “Cause” was also narrowed to require “willful” action in order to be terminated for Cause due to failure to perform material duties and responsibilities or material violation of any Company policy, code, or applicable standard of behavior.\n\n•The termination and severance provisions were updated to comply with a new Virginia law that impacts noncompetition provisions beginning July 1, 2026, including the addition of one month of severance for any termination not otherwise triggering full severance benefits under the agreement, other than in the event of death, termination for Cause or voluntary termination other than for Good Reason.\n\n1\n\n•The definition of “Incapacity” was changed to match the definition in the Employment Agreements.\n\n•The restrictive covenant provisions were updated to be consistent with the Employment Agreements and the noncompetition restrictive covenant provision was also updated and clarified to comply with law changes, recent developments and other best practices.\n\nThe foregoing description of the Agreements is qualified in its entirety by reference to the full text of each of the Agreements, which are filed as Exhibits 10.1-10.5 hereto and incorporated herein by reference."}