CARE (CARE) CFO receives restricted stock grants, uses shares for taxes

Rhea-AI Filing Summary

Carter Bankshares, Inc. senior executive VP and CFO Wendy S. Bell reported equity awards and a tax-related share disposition. On February 25, 2026, she acquired 2,513 and 3,292 common shares at no cost as restricted stock awards, with one grant vesting over three years in equal thirds and the other after three years in a single tranche. On February 14, 2026, 554 shares were disposed of at $22.01 per share to cover tax obligations by delivering stock, leaving direct holdings of 34,853 shares after that transaction and 40,658 shares after the subsequent grants.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bell Wendy S.

(Last) (First) (Middle)

1300 KINGS MOUNTAIN ROAD

(Street)

MARTINSVILLE VA 24112

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Carter Bankshares, Inc. [ CARE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SENIOR EXECUTIVE VP, CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/14/2026		F		554	D	$22.01	34,853	D
Common Stock	02/25/2026		A		2,513(1)	A	$0	37,366	D
Common Stock	02/25/2026		A		3,292(2)	A	$0	40,658	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Restricted Stock Awards - 3 year vesting (1/3 each year)

2. Restricted Stock Awards - 3 year cliff vesting

Remarks:

	/s/ Jessica R. Sikes, Attorney-in-Fact	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did CARE CFO Wendy S. Bell report on this Form 4?

Wendy S. Bell reported two restricted stock awards and one tax-related share disposition. She received 2,513 and 3,292 common shares as equity grants and delivered 554 shares to satisfy tax obligations tied to prior equity compensation.

How many Carter Bankshares (CARE) shares did the CFO acquire in awards?

The CFO acquired 5,805 Carter Bankshares common shares through equity awards. These consisted of 2,513 restricted shares with three-year ratable vesting and 3,292 restricted shares with three-year cliff vesting, both granted at no cash cost to her.

What is the vesting schedule of the restricted stock reported by CAREs CFO?

The filing shows two different vesting structures. One restricted stock award vests over three years, one-third each year, while the other vests fully after three years, known as three-year cliff vesting, aligning grants with longer-term service and performance horizons.

Did the CARE CFO sell shares on the open market in this Form 4?

The filing reports a tax-withholding disposition, not an open-market sale. On February 14, 2026, 554 shares were delivered at $22.01 per share to satisfy tax liabilities associated with equity compensation, a common administrative mechanism for withholding taxes.

How did these transactions change Wendy S. Bells Carter Bankshares share holdings?

After the February 14, 2026 tax-withholding disposition, Bell directly held 34,853 shares. Following the February 25, 2026 restricted stock awards, her direct holdings increased to 40,658 shares, reflecting the additional shares granted through equity compensation programs.

What do the transaction codes A and F mean in the CARE Form 4 filing?

Code A indicates a grant, award, or other acquisition of shares, here used for restricted stock awards granted at no cash cost. Code F indicates shares delivered to pay exercise price or tax obligations, here representing stock withheld to cover tax liabilities.