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 13 to 11, effective as of the conclusion of the Annual Meeting.


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