Carter Bankshares Inc 2024年度报告

FORM10-K ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 For the transition period fromto Commission file number:001-39731 CARTERBANKSHARES,INC.(Exact name of registrant as specified in its charter) Virginia(State or other jurisdiction of incorporation or organization) 1300 Kings Mountain Road,Martinsville,Virginia(Address of principal executive offices) 24112(Zip Code) Registrant’s telephone number, including area code:(276)656-1776 Securities registered pursuant to Section12(b)of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and(2)hasbeensubjecttosuchfilingrequirementsforthepast90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No☒ The aggregate market value ofCarter Bankshares,Inc.’s common stock held by non-affiliates, computed by reference to the price atwhich the common stock was last sold, or the average bid and asked price of such common stock, as of June30, 2024 was$342,346,178. Therewere23,130,924shares of common stock of Carter Bankshares,Inc. outstanding as of February28, 2025. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive Proxy Statement of Carter Bankshares,Inc., to be filed pursuant to Regulation 14A for the 2025 annualmeeting of shareholders to be held May28, 2025, are incorporated by reference into PartIII of this Annual Report on Form10-K. TABLE OF CONTENTS Item 1.Business6Item 1A.Risk Factors20Item 1B.Unresolved Staff Comments33Item 1C.Cybersecurity33Item 2.Properties34Item 3.Legal Proceedings34Item 4.Mine Safety Disclosures34 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities35Item 6.[Reserved]37Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations37Item 7A.Quantitative and Qualitative Disclosures About Market Risk68Item 8.Financial Statements and Supplementary Data70Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure128Item 9A.Controls and Procedures128Item 9B.Other Information129Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections129 Item 10.Directors, Executive Officers and Corporate Governance130Item 11.Executive Compensation130Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters130Item 13.Certain Relationships and Related Transactions, and Director Independence131Item 14.Principal Accountant Fees and Services131 Item 15.Exhibits and Financial Statement Schedules132Item 16.Form 10-K Summary135Signatures136 Important Note Regarding Forward-Looking Statements This Annual Report on Form 10-K contains or incorporates certain forward-looking statements within the meaning of the PrivateSecurities Litigation Reform Act of 1995. Forward-looking statements include statements that relate to our financial condition, marketconditions, results of operations, p