Carter Bankshares, Inc. 8-K

What Happened
Carter Bankshares, Inc. (and its banking subsidiary Carter Bank & Trust) filed an 8‑K disclosing amended and restated employment agreements dated June 18, 2026 for CEO Litz H. Van Dyke, President & Chief Strategy Officer Bradford N. Langs, CFO Wendy S. Bell, COO Matthew M. Speare, and an amended and restated change‑of‑control severance agreement for Chief Credit Officer Tony E. Kallsen. The agreements replace the prior contracts and include updates to base salary floors, definitions, severance mechanics, and restrictive covenants to reflect current law and best practices.

Key Details

• Effective date: June 18, 2026 (filed on Form 8‑K June 24, 2026). Officers affected: Litz H. Van Dyke (CEO), Bradford N. Langs (President & CSO), Wendy S. Bell (CFO), Matthew M. Speare (COO), Tony E. Kallsen (Chief Credit Officer).
• Clawback expanded: now covers applicable laws, regulations, securities exchange listing standards and Company policies; officers expressly agree to comply.
• Removal of gross‑up: tax gross‑up for automobile allowance was eliminated.
• "Cause" clarified: breach of the duty of loyalty specifically listed as grounds for termination for Cause; for failures to perform or policy violations, termination for Cause generally requires a "willful" act.
• Virginia noncompetition law compliance: termination/severance provisions revised to reflect new Virginia law effective July 1, 2026, including an added one month of severance for terminations that do not otherwise trigger full severance (excluding death, termination for Cause, or voluntary resignation not for Good Reason).
• Other updates: confidentiality and noncompetition covenants revised to align with law and best practices; change‑of‑control agreement aligned with employment agreements (including matching "Incapacity" definition); removal of automatic full payout/termination under Internal Revenue Code Section 409A for flexibility.

Why It Matters
These changes affect executive retention, potential severance exposure, and the company’s ability to recover compensation in cases of misconduct. Expanded clawback language strengthens the Company’s ability to recoup pay if required by law or policy. Removing the automobile tax gross‑up modestly reduces potential employer cost. Updates to restrictive covenants and severance reflect compliance with new Virginia noncompetition rules (effective July 1, 2026) and may change how noncompete terms are enforced or compensated. The filing does not disclose material new cash amounts or specific dollar changes beyond updating base salary floors.