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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20429
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 10, 2023
CARTER BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
Virginia001-3973185-3365661
(State or other jurisdiction
of incorporation)		(Commission
file number)		(IRS Employer
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 classTrading Symbol(s)Name of each exchange on which
registered
Common Stock, $1.00 par valueCARENASDAQ 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. ☐


EXPLANATORY NOTE
This Form 8-K/A is filed to amend the current report on Form 8-K filed by the Company (defined below) with the Securities and Exchange Commission (“SEC”) on March 13, 2023. Specifically, this Form 8-K/A amends the disclosures in the Form 8-K under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers) as it relates to the Board (defined below) size as of the conclusion of the Annual Meeting (defined below). All other information in the original Form 8-K remains correct.
ITEM 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 10, 2023, directors Robert W. Conner and Lanny A. Kyle, O.D. notified the Board of Directors of Carter Bankshares, Inc. (the “Company”) that they will retire and not stand for re-election to the Board of Directors of the Company (the “Board”) at its 2023 Annual Meeting of Shareholders to be held on May 24, 2023 (the “Annual Meeting”). Mr. Conner and Mr. Kyle will continue to serve as directors of the Company through the end of their current term, which ends at the Annual Meeting.
The decision to not stand for re-election did not involve any disagreement between Mr. Conner or Mr. Kyle and Company management or the Board on any matter relating to the Company’s operations, policies or practices.
The Board anticipates decreasing its size from 14 to 12, effective as of the conclusion of the Annual Meeting.
1

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: March 14, 2023By:/s/ Wendy S. Bell
Name:Wendy S. Bell
Title:Chief Financial Officer

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