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~~March 623, 2020

CAROLINA FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-10897

(Commission File Number)

57-1039673

(IRS Employer Identification No.)

288 Meeting Street, Charleston, South Carolina

(Address of principal executive offices)

29401

(Zip Code)

(843) 723-7700

(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	CARO	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

AsOn ~~previously~~March ~~reported~~23, 2020, Carolina Financial Corporation, a Delaware corporation, ~~(“Carolina~~issued ~~Financial”)~~a ~~acquired~~press ~~Carolina~~release ~~Trust~~announcing ~~BancShares~~that, ~~Inc.~~due ~~(“Carolina~~to ~~Trust”)~~the onemerging ~~December~~public ~~31,~~health ~~2019. The~~impact ~~merger~~of ~~agreement~~the ~~provided~~coronavirus ~~that~~(COVID-19) ~~each~~pandemic, ~~share~~in ofaddition to ~~Carolina~~the ~~Trust~~physical ~~common~~location ~~stock~~of ~~converted~~its ~~into~~Special ~~the~~Meeting ~~right~~of Stockholders, ~~subject~~relating to ~~certain~~its ~~limitations~~merger with United Bankshares, Inc., the Special toMeeting ~~receive~~will ~~either~~now ~~$10.57~~include ina ~~cash~~virtual ormeeting 0format, via live webcast.~~3000~~ ~~shares~~Stockholders of ~~Carolina~~record ~~Financial~~as ~~common~~of ~~stock,~~the ~~provided~~close ~~that~~of inbusiness ~~the~~on ~~aggregate~~February 10, ~~10%~~2020 ofcan attend the ~~consideration~~ isvirtual tomeeting bevia ~~paid~~the ininternet ~~cash~~at www.meetingcenter.io/299156389 by ~~and~~using the ~~balance~~control ofnumber included ~~90%~~on inthe ~~newly~~proxy ~~issued~~card, ~~shares~~voting ofinstruction ~~Carolina~~form ~~Financial~~or ~~common~~notice ~~stock~~previously received.

~~The election period ended on January 31, 2020.~~ A ~~total~~copy of ~~9,305,714 Carolina Trust shares were outstanding on~~ the ~~acquisition~~press ~~date~~release ofis ~~December~~attached ~~31,~~hereto ~~2019,~~as ~~and~~Exhibit ~~the~~99.1 ~~election mix~~and ~~results~~is ~~were~~incorporated asherein ~~follows:~~by reference.

	Stock elections:	7,968,311 (85.63%)
	Cash elections:	171,351 (1.84%)
	No election made:	1,166,052 (12.53%)

Item 9.01. Financial Statements and Exhibits.

~~Neither the Aggregate Stock Limit nor the Aggregate Cash Limit~~ (~~as such terms are defined in the merger agreement~~d) were exceeded. Accordingly, each holder of Carolina Trust common stock who submitted a properly completed election form prior to the deadline will receive the form of merger consideration indicated on their form.Exhibits

Carolina Trust shareholders that did not submit an election will receive Carolina Financial common stock for approximately 35% of their Carolina Trust shares with the remaining shares being paid in cash.

Exhibit No.		Description

99.1		Press Release dated March 23, 2020
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~The Carolina Financial stock and/or cash is expected to be mailed to shareholders within five business days of the date of this current report on Form 8-K.~~SIGNATURES

~~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.

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.

	CAROLINA FINANCIAL CORPORATION,
	Registrant

Date: March 23, 2020	By:	/s/ William A. Gehman, III
		William A. Gehman, III
		Executive Vice President and Chief Financial
		Officer

	CAROLINA FINANCIAL CORPORATION,
	Registrant
Date: February 7, 2020	By:	/s/ William A. Gehman, III
		William A. Gehman, III
		Executive Vice President and Chief Financial
		Officer

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