8-K
Carter Bankshares, Inc. (CARE)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20429
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): November 13, 2025
CARTER BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
| Virginia | 001-39731 | 85-3365661 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>file number) | (IRS Employer<br>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 CFR240.14d-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<br>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 7.01. - Regulation FD Disclosure.
On November 13, 2025, Carter Bankshares, Inc. (the “Company”) issued a press releasing announcing that the Company’s wholly-owned banking subsidiary, Carter Bank, received approval from the Board of Governors of the Federal Reserve System to become a state member bank. A copy of the press release is attached hereto asex99111132025.htmExhibit 99.1 and is incorporated herein by reference.
The information contained in this Report on Form 8-K is furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Exchange Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01. - Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release - Carter Bank joins the Federal Reserve of Richmond as a state member bank
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: November 13, 2025 | By: | /s/ Wendy S. Bell | |
| --- | --- | --- | ||
| Name: | Wendy S. Bell | |||
| Title: | Chief Financial Officer |
Document
Exhibit 99.1
Contact:
Brooks Taylor
VP, Corporate Communications Officer
brooks.taylor@carterbank.com
276.806.5445
FOR IMMEDIATE RELEASE
Carter Bank joins the Federal Reserve Bank of Richmond as a state member bank
MARTINSVILLE, Va. (November 13, 2025) – Carter Bankshares, Inc. (the “Company”) (Nasdaq: CARE) today announced that Carter Bank, its wholly-owned banking subsidiary headquartered in Martinsville, Virginia, has received approval to become a state member bank and be regulated by the Board of Governors of the Federal Reserve System through the Federal Reserve Bank of Richmond. The Company is already regulated by the Federal Reserve Bank of Richmond. The Company and Carter Bank will also continue to be regulated by the Bureau of Financial Institutions of the Virginia State Corporation Commission.
"We're pleased with the Federal Reserve Bank's acceptance of our membership application, as this decision marks a significant step toward our future strategic objectives," Carter Bank CEO Litz Van Dyke said. "We believe transitioning to Federal Reserve membership will streamline our regulatory structure and enhance our operational efficiency. Additionally, the Company recently converted to a financial holding company, which provides us greater flexibility to innovate and grow.”
"We are excited about the opportunities that lie ahead and look forward to building on our strong, collaborative relationship with our federal and state regulators" Mr. Van Dyke continued.
About Carter Bankshares, Inc.
Headquartered in Martinsville, Va., Carter Bankshares, Inc. is the holding company for Carter Bank, a $4.8 billion, state-chartered community bank with branches in Virginia and North Carolina. Since 1974, Carter Bank has strived to create opportunities for more people and businesses to prosper. Additional information about Carter Bank is available at carterbank.com. Member FDIC. Equal Housing Lender.
Important Note Regarding Forward-Looking Statements
Certain matters discussed in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events, including the benefits of Carter Bank’s transition to a state member bank of the Federal Reserve Bank of Richmond and the Company’s conversion to a financial holding company. Forward-looking statements are typically identified by words or phrases such as “may,” “expect,” “anticipate,” “estimate,” “forecast,” “project,” “intend,” “believe,” “assume,” “strategy,” “trend,” “plan,” “outlook,” “outcome,” “continue,” “remain,” “potential,” “opportunity,” “comfortable,” “current,” “position,” “maintain,” “sustain,” “seek,” “achieve” and variations of such words and similar expressions, or future or conditional verbs such as will, would, should, could or may. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. The matters discussed in these forward-looking statements are subject to various risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements. For a discussion of factors that could affect our business and financial results, see the “Risk Factors” outlined in our periodic and current report filings with the Securities and Exchange Commission. Forward-looking statements are based on beliefs and assumptions using information available at the time the statements are made. We caution you not to unduly rely on forward-looking statements because the assumptions, beliefs, expectations and projections about future events may, and often do, differ materially from actual results. Any forward-looking statement speaks only as to the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect developments occurring after the statement is made.
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