Carter Bankshares, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Carter Bankshares, Inc. (the "Holding Company") and its subsidiary, Carter Bank & Trust (the "Bank"), on June 18, 2026. The report details the execution of amended and restated employment and change of control agreements with key executive officers.
Financial Metrics
The filing does not provide specific financial data, including revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on corporate governance and executive compensation arrangements.
Material Changes
On June 18, 2026, the Company entered into new agreements with the following officers, replacing their existing contracts:
- Litz H. Van Dyke (Chief Executive Officer)
- Bradford N. Langs (President and Chief Strategy Officer)
- Wendy S. Bell (Chief Financial Officer)
- Matthew M. Speare (Chief Operations Officer)
- Tony E. Kallsen (Chief Credit Officer, under a Change of Control Agreement)
Key modifications to these agreements include:
- Salary and Term: Updated to reflect current positions and base salaries, establishing the current salary as a floor.
- Clawback Provisions: Expanded to cover all applicable legal, regulatory, and exchange listing requirements.
- Tax Gross-Up: Removed the provision covering taxes on automobile allowances.
- Definition of "Cause": Clarified to include breach of duty of loyalty; narrowed to require "willful" action for termination due to performance failures or policy violations.
- Severance and Non-Competition: Updated to comply with new Virginia law effective July 1, 2026, adding one month of severance for certain terminations not triggering full benefits.
- Section 409A: Removed the provision for full payout upon a Change of Control to maintain flexibility.
Outlook, Risks, and Management Commentary
Management commentary is limited to the rationale for updating agreements to align with current best practices and new state legislation. The filing notes that restrictive covenants and confidentiality obligations were clarified to comply with recent legal developments. No specific financial guidance or forward-looking projections were included in this report.
Key Facts for Investor Verification
- Verify the specific base salary floors and term lengths for the five named executives in the attached exhibits (10.1-10.5).
- Confirm the impact of the new Virginia non-competition law (effective July 1, 2026) on the Company's ability to enforce restrictive covenants.
- Review the expanded clawback provisions to understand the scope of potential compensation recoupment.
- Note that the filing does not contain financial performance data; refer to the most recent 10-Q or 10-K for financial metrics.