Carter Bankshares (NASDAQ: CARE) approves $10M stock repurchase plan

Rhea-AI Filing Summary

Carter Bankshares, Inc. has authorized a common share repurchase program for up to $10,000,000 of its common stock. The program will run for twelve months from the date the company receives non-objection from the Federal Reserve Bank of Richmond.

The company may repurchase shares through open market purchases or privately negotiated transactions, including under Rule 10b5-1 and Rule 10b-18 trading plans. Management has full discretion over timing and amount, and the Board can modify or terminate the program at any time. The company is not required to repurchase any specific number of shares.

Insights

Bank capital management analyst

Carter Bankshares adds discretionary tool to return capital via a $10M share repurchase authorization.

Carter Bankshares authorized a common share repurchase program of up to $10,000,000, contingent on non-objection from the Federal Reserve Bank of Richmond. The program may be executed over twelve months using open market or privately negotiated purchases, including Rule 10b5-1 and Rule 10b-18 plans.

The authorization is discretionary, giving management flexibility to act based on the share price, overall market conditions, and the bank’s financial condition and liquidity. The Board can change or terminate the program, and the company is not obligated to repurchase any particular number of shares, so actual impact depends on future management decisions.

Because the filing does not quantify the program relative to shares outstanding or capital levels, its significance is hard to gauge from this excerpt alone. Subsequent disclosures in future company communications may indicate how much of the authorized amount is actually used over the twelve-month period.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2, 2026

CARTER BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

Virginia			001-39731			85-3365661
(State or other jurisdiction of incorporation)			(Commission file number)			(IRS Employer Identification No.)

1300 Kings Mountain Road, Martinsville, Virginia 24112

(Address of Principal Executive Offices) (Zip Code)

(276) 656-1776

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $1.00 par value			CARE			NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 8.01. - Other Events.

On February 2, 2026, Carter Bankshares, Inc. (the “Company”) announced that the Board of Directors (the “Board”) of the Company has authorized a common share repurchase program to purchase up to $10,000,000 of the Company’s common stock in the aggregate over a period of twelve months from 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 is subject to receipt of non-objection from the Federal Reserve Bank of Richmond, and 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.

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CARTER BANKSHARES, INC.

(Registrant)

Date: February 2, 2026			By:			/s/ Litz H. Van Dyke
			Name:			Litz H. Van Dyke
			Title:			Chief Executive Officer

FAQ

What did Carter Bankshares (CARE) announce in this 8-K filing?

Carter Bankshares announced Board authorization of a common share repurchase program for up to $10,000,000 of its common stock. The program is discretionary, may use open market or private transactions, and can be modified or terminated by the Board at any time.

How large is Carter Bankshares' authorized share repurchase program?

The program authorizes repurchases of up to $10,000,000 of Carter Bankshares’ common stock in the aggregate. This limit applies over a twelve-month period that begins once the company receives non-objection from the Federal Reserve Bank of Richmond.

When will Carter Bankshares' share repurchase program begin and how long will it last?

The repurchase program will run for twelve months starting on the date Carter Bankshares receives non-objection from the Federal Reserve Bank of Richmond. Within that period, management may repurchase shares at its discretion, subject to market conditions and regulatory requirements.

What methods can Carter Bankshares use to repurchase its shares under this program?

Carter Bankshares may repurchase common stock in open market transactions or privately negotiated transactions. It may also use a trading plan established under Rule 10b5-1 and conduct repurchases in accordance with Rule 10b-18 under the Securities Exchange Act of 1934.

Is Carter Bankshares required to repurchase a specific number of shares?

No, the repurchase program does not obligate Carter Bankshares to buy any particular number of shares. Management has discretion over whether, when, and how many shares to repurchase, depending on price, market conditions, financial condition, liquidity, and legal or regulatory considerations.

What regulatory approval does Carter Bankshares need for the repurchase program?

The share repurchase program is subject to the company receiving non-objection from the Federal Reserve Bank of Richmond. The twelve-month authorization period begins on the date of that non-objection, and all repurchases must comply with applicable legal and regulatory requirements.