CARO / Carolina Financial Corp - Depositi SEC, Relazione annuale, dichiarazione di delega

Carolina Financial Corp
US ˙ NASDAQ ˙ US1438731077
QUESTO SIMBOLO NON E' PIU' ATTIVO

Statistiche di base
LEI 549300J88S3H0BJR4L76
CIK 870385
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Carolina Financial Corp
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
May 11, 2020 15-12B

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-10897 CAROLINA FINANCIAL CORPORATION (Exact name of registrant as speci

May 4, 2020 POSASR

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As filed with the Securities and Exchange Commission on May 4, 2020 Registration No.

May 4, 2020 POS AM

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As filed with the Securities and Exchange Commission on May 4, 2020 Registration No.

May 4, 2020 POS AM

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As filed with the Securities and Exchange Commission on May 4, 2020 Registration No.

May 4, 2020 POS AM

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As filed with the Securities and Exchange Commission on May 4, 2020 Registration No.

May 4, 2020 S-8 POS

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As filed with the Securities and Exchange Commission on May 4, 2020 Registration No.

May 4, 2020 S-8 POS

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As filed with the Securities and Exchange Commission on May 4, 2020 Registration No.

May 4, 2020 POS AM

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As filed with the Securities and Exchange Commission on May 4, 2020 Registration No.

May 4, 2020 POS AM

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POS AM 1 ei20301caro209440-posam.htm As filed with the Securities and Exchange Commission on May 4, 2020 Registration No. 333-209440 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CAROLINA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 6

May 1, 2020 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 1, 2020 CAROLINA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-10897 (Commission File Num

April 28, 2020 SC 13G

CARO / Carolina Financial Corp / ARP AMERICAS LLC - SCHEDULE 13G HOLDINGS REPORT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

April 24, 2020 10-K/A

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2019 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-108

April 3, 2020 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 2, 2020 CAROLINA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-10897 (Commission File N

March 23, 2020 425

UBSI / United Bankshares, Inc. 425 - Merger Prospectus - FORM 425

Form 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 23, 2020 United Bankshares, Inc. (Exact name of registrant as specified in its charter) West Virginia No. 002-86947 55-0641179 (State or other jurisdiction of incorpora

March 23, 2020 EX-99.1

CAROLINA FINANCIAL CORPORATION ANNOUNCES ALTERNATIVES TO PHYSICAL ATTENDANCE FOR THE APRIL 2, 2020 SPECIAL STOCKHOLDERS MEETING

CAROLINA FINANCIAL CORPORATION ANNOUNCES ALTERNATIVES TO PHYSICAL ATTENDANCE FOR THE APRIL 2, 2020 SPECIAL STOCKHOLDERS MEETING FOR IMMEDIATE RELEASE For More Information, Contact: William A.

March 23, 2020 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 23, 2020 CAROLINA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-10897 (Commission File

March 23, 2020 DEFA14A

CARO / Carolina Financial Corp DEFA14A - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party Other than the Registrant  o Check the appropriate box:  o Preliminary Proxy Statement  o Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))  o D

March 17, 2020 425

UBSI / United Bankshares, Inc. 425 - Merger Prospectus - FORM 425

Form 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 12, 2020 United Bankshares, Inc. (Exact name of registrant as specified in its charter) West Virginia No. 002-86947 55-0641179 (State or other jurisdiction of incorpora

March 2, 2020 EX-4.1

Description of the Company’s Common Stock

Exhibit 4.1 DESCRIPTION OF THE COMPANY’S COMMON STOCK REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of Carolina Financial Corporation’s common stock is based on and qualified by the Company’s Restated Certificate of Incorporation, as amended (the “Certificate”), and its Amended and Restated Bylaws (the “Bylaws”). For a complete description of the terms an

March 2, 2020 EX-21

Subsidiaries of Carolina Financial Corporation

Exhibit 21 Subsidiaries of the Registrant Subsidiary State of Incorporation Subsidiaries of Carolina Financial Corporation: CresCom Bank South Carolina Carolina Financial Capital Trust I Delaware Carolina Financial Capital Trust II Delaware Greer Capital Trust I Delaware Greer Capital Trust II Delaware First South Preferred Trust I Delaware Subsidiaries of CresCom Bank: Crescent Mortgage Company Delaware Carolina Services Corporation of Charleston Delaware CresCom Leasing, LLC North Carolina DTFS, Inc.

March 2, 2020 10-K

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2019 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-10897 Carolina Financ

February 14, 2020 SC 13G/A

CARO / Carolina Financial Corp / RMB Capital Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

February 13, 2020 DEFM14A

February 13, 2020

DEFM14A 1 d884099ddefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

February 7, 2020 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 6, 2020 CAROLINA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-10897 (Commission Fil

January 31, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2020 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-10897 57-1039673 (Commission File Number) (I.

January 31, 2020 EX-99.1

Carolina Financial Corporation Reports Results for the Fourth Quarter of 2019

Carolina Financial Corporation Reports Results for the Fourth Quarter of 2019 NEWS RELEASE – For Release January 31, 2020, 4:00PM For More Information, Contact: William A.

January 29, 2020 425

UBSI / United Bankshares, Inc. 425 - Merger Prospectus - FORM 425

Form 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2020 United Bankshares, Inc. (Exact name of registrant as specified in its charter) West Virginia No. 002-86947 55-0641179 (State or other jurisdiction of incorpo

January 3, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 31, 2019 CAROLINA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-10897 (Commission Fi

January 3, 2020 425

CARO / Carolina Financial Corp 425 - Merger Prospectus -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 31, 2019 CAROLINA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-10897 (Commission Fi

January 2, 2020 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 31, 2019 CAROLINA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-10897 (Commission Fi

January 2, 2020 425

CARO / Carolina Financial Corp 425 - Merger Prospectus -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 31, 2019 CAROLINA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-10897 (Commission Fi

January 2, 2020 EX-99.1

CAROLINA Financial Corporation Completes Merger with Carolina Trust BancShares, Inc.

CAROLINA Financial Corporation Completes Merger with Carolina Trust BancShares, Inc.

January 2, 2020 EX-99.1

CAROLINA Financial Corporation Completes Merger with Carolina Trust BancShares, Inc.

CAROLINA Financial Corporation Completes Merger with Carolina Trust BancShares, Inc.

November 18, 2019 425

UBSI / United Bankshares, Inc. 425 - Merger Prospectus - 425

425 1 d103053d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2019 United Bankshares, Inc. (Exact name of registrant as specified in its charter) West Virginia No. 002-86947 55-0641179 (State or other juris

November 18, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 17, 2019 CAROLINA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-10897 (Commission Fi

November 18, 2019 EX-99.1

United Bankshares, Inc. and Carolina Financial Corporation to Combine to Form Leading Community Bank in the Southeast and Mid-Atlantic

News Release For Immediate Release United Contact: W. Mark Tatterson November 18, 2019 Chief Financial Officer (800) 445-1347 ext.8716 Carolina Financial Contact: William A. Gehman, III Chief Financial Officer (843) 723-7700 United Bankshares, Inc. and Carolina Financial Corporation to Combine to Form Leading Community Bank in the Southeast and Mid-Atlantic WASHINGTON, D.C. and CHARLESTON, WV — Un

November 18, 2019 DEFA14A

CARO / Carolina Financial Corp DEFA14A - -

DEFA14A 1 e19491caro-8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 17, 2019 CAROLINA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporati

November 18, 2019 EX-2.1

Agreement and Plan of Merger, dated as of November 17, 2019, by and between United Bankshares, Inc. and Carolina Financial Corporation (listed disclosure schedules have been omitted pursuant to Regulation S-K Item 601(b)(2). Carolina Financial agrees to furnish a supplemental copy of such schedule upon request of the SEC).

Execution Version AGREEMENT AND PLAN OF MERGER BY AND BETWEEN UNITED BANKSHARES, INC.

November 18, 2019 EX-99.1

United Bankshares, Inc. and Carolina Financial Corporation to Combine to Form Leading Community Bank in the Southeast and Mid-Atlantic

EX-99.1 3 e19491ex99-1.htm News Release For Immediate Release United Contact: W. Mark Tatterson November 18, 2019 Chief Financial Officer (800) 445-1347 ext.8716 Carolina Financial Contact: William A. Gehman, III Chief Financial Officer (843) 723-7700 United Bankshares, Inc. and Carolina Financial Corporation to Combine to Form Leading Community Bank in the Southeast and Mid-Atlantic WASHINGTON, D

November 18, 2019 EX-99.1

Joint Press Release, dated November 18, 2019 issued by United Bankshares, Inc. and Carolina Financial Corporation.

News Release For Immediate Release United Contact: W. Mark Tatterson November 18, 2019 Chief Financial Officer (800) 445-1347 ext.8716 Carolina Financial Contact: William A. Gehman, III Chief Financial Officer (843) 723-7700 United Bankshares, Inc. and Carolina Financial Corporation to Combine to Form Leading Community Bank in the Southeast and Mid-Atlantic WASHINGTON, D.C. and CHARLESTON, WV — Un

November 18, 2019 EX-2.1

Agreement and Plan of Merger between United Bankshares, Inc. and Carolina Financial Corporation dated November 17, 2019 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Carolina Financial Corporation filed with the Securities and Exchange Commission on November 18, 2019).*

EX-2.1 2 e19491ex2-1.htm Execution Version AGREEMENT AND PLAN OF MERGER BY AND BETWEEN UNITED BANKSHARES, INC. AND CAROLINA FINANCIAL CORPORATION Dated as of November 17, 2019 Table of Contents Page ARTICLE I THE MERGER 2 1.1 The Merger 2 1.2 Effective Time 2 1.3 Effects of the Merger 2 1.4 Conversion of Shares 2 1.5 Stock Options and Other Stock Awards 3 1.6 Articles of Incorporation 4 1.7 Bylaws

November 18, 2019 EX-2.1

Agreement and Plan of Merger, dated as of November 17, 2019, by and between United Bankshares, Inc. and Carolina Financial Corporation (listed disclosure schedules have been omitted pursuant to Regulation S-K Item 601(b)(2). Carolina Financial agrees to furnish a supplemental copy of such schedule upon request of the SEC).

Execution Version AGREEMENT AND PLAN OF MERGER BY AND BETWEEN UNITED BANKSHARES, INC.

November 18, 2019 425

CARO / Carolina Financial Corp 425 - Merger Prospectus -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 17, 2019 CAROLINA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-10897 (Commission Fi

November 8, 2019 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number 001-10897 Carolina Financi

October 28, 2019 424B3

PROPOSED MERGER OF CAROLINA FINANCIAL CORPORATION AND CAROLINA TRUST BANCSHARES, INC.

424B3 1 e19456caro-424b3.htm Filed Pursuant to Rule 424(b)(3) Registration No. 333-233640 PROPOSED MERGER OF CAROLINA FINANCIAL CORPORATION AND CAROLINA TRUST BANCSHARES, INC. On behalf of the boards of directors of Carolina Financial Corporation (“Carolina Financial”) and Carolina Trust BancShares, Inc. (“Carolina Trust”), we are pleased to deliver our proxy statement/prospectus for a merger invo

October 24, 2019 EX-99.2

Third Quarter 2019 Earnings Release Investor Presentation NASDAQ: CARO October 24, 2019

Third Quarter 2019 Earnings Release Investor Presentation NASDAQ: CARO October 24, 2019 2 Disclaimer Certain statements in this presentation contain “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 , such as statements relating to future plans and expectations, and are thus prospective .

October 24, 2019 EX-99.1

Carolina Financial Corporation Reports Results for the Third Quarter of 2019

Carolina Financial Corporation Reports Results for the Third Quarter of 2019 NEWS RELEASE – For Release October 24, 2019, 4:00PM For More Information, Contact: William A.

October 24, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 24, 2019 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-10897 57-1039673 (Commission File Number) (I.

October 17, 2019 EX-99.1

CAROLINA TRUST BANCSHARES, INC. C/O BROADRIDGE P.O. BOX 1342 BRENTWOOD, NY 11717 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time th

Exhibit 99.1 CAROLINA TRUST BANCSHARES, INC. C/O BROADRIDGE P.O. BOX 1342 BRENTWOOD, NY 11717 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to o

October 17, 2019 S-4/A

CARO / Carolina Financial Corp S-4/A - -

S-4/A 1 e19437caro-s4a.htm As filed with the Securities and Exchange Commission on October 17, 2019 Registration No. 333-233640 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CAROLINA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 6022 57-1039673 (Stat

October 17, 2019 CORRESP

CARO / Carolina Financial Corp CORRESP - -

Carolina Financial Corporation 288 Meeting Street Charleston, South Carolina 29401 October 17, 2019 U.

September 5, 2019 EX-99.2

Consent of Raymond James & Associates, Inc.*

Exhibit 99.2 Consent of Raymond James & Associates, Inc. September 5, 2019 We hereby consent to the inclusion of our opinion letter to the Board of Directors of Carolina Trust BancShares, Inc. as Annex B to, and the description and summarization of the opinion letter in, the proxy statement/prospectus which forms a part of the Registration Statement on Form S-4 of Carolina Financial Corporation, a

September 5, 2019 S-4

CARO / Carolina Financial Corp S-4 - -

S-4 1 e19363caro-s4.htm As filed with the Securities and Exchange Commission on September 5, 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CAROLINA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 6022 57-1039673 (State or other jurisdiction of

August 9, 2019 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number 001-10897 Carolina Financial Co

July 25, 2019 EX-99.1

Carolina Financial Corporation Reports Results for the Second Quarter of 2019

Carolina Financial Corporation Reports Results for the Second Quarter of 2019 NEWS RELEASE – For Release July 25, 2019, 4:00PM For More Information, Contact: William A.

July 25, 2019 EX-99.2

Second Quarter 2019 Earnings Release Investor Presentation NASDAQ: CARO July 25, 2019

Second Quarter 2019 Earnings Release Investor Presentation NASDAQ: CARO July 25, 2019 2 Disclaimer Certain statements in this presentation contain “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 , such as statements relating to future plans and expectations, and are thus prospective .

July 25, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2019 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-10897 57-1039673 (Commission File Number) (I.

July 18, 2019 EX-2.1

Agreement and Plan of Merger and Reorganization by and between Carolina Financial Corporation and Carolina Trust BancShares, Inc. dated July 15, 2019.(1)

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION By And Between CAROLINA FINANCIAL CORPORATION and CAROLINA TRUST BANCSHARES, INC. Dated as of July 15, 2019 TABLE OF CONTENTS Page LIST OF EXHIBITS iv RECITALS 1 ARTICLE 1 TRANSACTIONS AND TERMS OF MERGER 1 1.1 Merger 1 1.2 Time and Place of Closing 2 1.3 Effective Time 2 1.4 Tax Treatment of the Merger 2 1.5 Restructure of Transaction 2

July 18, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 15, 2019 CAROLINA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-10897 (Commission File Number) 57-1039673 (I.

July 18, 2019 EX-99.1

Carolina Financial Corporation Announces Agreement to Acquire Carolina Trust BancShares, Inc. Enhancing its Carolinas Market Share

Exhibit 99.1 Carolina Financial Corporation Announces Agreement to Acquire Carolina Trust BancShares, Inc. Enhancing its Carolinas Market Share FOR IMMEDIATE RELEASE For More Information, Contact: William A. Gehman, III, EVP and CFO, 843.723.7700 Charleston, S.C. & Lincolnton, N.C., July 15, 2019 - Carolina Financial Corporation (Nasdaq: CARO) (“Carolina Financial”) and Carolina Trust BancShares,

July 18, 2019 EX-2.1

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION By And Between CAROLINA FINANCIAL CORPORATION CAROLINA TRUST BANCSHARES, INC. Dated as of July 15, 2019 TABLE OF CONTENTS

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION By And Between CAROLINA FINANCIAL CORPORATION and CAROLINA TRUST BANCSHARES, INC. Dated as of July 15, 2019 TABLE OF CONTENTS Page LIST OF EXHIBITS iv RECITALS 1 ARTICLE 1 TRANSACTIONS AND TERMS OF MERGER 1 1.1 Merger 1 1.2 Time and Place of Closing 2 1.3 Effective Time 2 1.4 Tax Treatment of the Merger. 2 1.5 Restructure of Transaction 2

July 18, 2019 425

CART / Carolina Trust Bank (Lincolnton NC) 425 - Merger Prospectus - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2019 Carolina Trust BancShares, Inc. (Exact name of registrant as specified in its charter) North Carolina 000-55683 81-2019652 (State or other jurisdiction of incorporation)

July 18, 2019 EX-2.1

Agreement and Plan of Merger and Reorganization between Carolina Financial Corporation and Carolina Trust BancShares, Inc. dated July 15, 2019.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION By And Between CAROLINA FINANCIAL CORPORATION and CAROLINA TRUST BANCSHARES, INC. Dated as of July 15, 2019 TABLE OF CONTENTS Page LIST OF EXHIBITS iv RECITALS 1 ARTICLE 1 TRANSACTIONS AND TERMS OF MERGER 1 1.1 Merger 1 1.2 Time and Place of Closing 2 1.3 Effective Time 2 1.4 Tax Treatment of the Merger 2 1.5 Restructure of Transaction 2

July 18, 2019 425

CARO / Carolina Financial Corp 425 - Merger Prospectus -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 15, 2019 CAROLINA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-10897 (Commission File Number) 57-1039673 (I.

July 16, 2019 425

CARO / Carolina Financial Corp 425 - Merger Prospectus -

Filed by Carolina Financial Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Carolina Trust BancShares, Inc.

July 15, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

8-K 1 e19351caro-8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 15, 2019 CAROLINA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-10

July 15, 2019 EX-99.1

Carolina Financial Corporation Announces Agreement to Acquire Carolina Trust BancShares, Inc. Enhancing its Carolinas Market Share

Carolina Financial Corporation Announces Agreement to Acquire Carolina Trust BancShares, Inc.

July 15, 2019 425

CARO / Carolina Financial Corp 425 - Merger Prospectus -

Filed by Carolina Financial Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Carolina Trust BancShares, Inc.

July 15, 2019 EX-99.1

Carolina Financial Corporation Announces Agreement to Acquire Carolina Trust BancShares, Inc. Enhancing its Carolinas Market Share

Carolina Financial Corporation Announces Agreement to Acquire Carolina Trust BancShares, Inc.

July 15, 2019 425

CARO / Carolina Financial Corp 425 - Merger Prospectus -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 15, 2019 CAROLINA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-10897 (Commission File Number) 57-1039673 (I.

May 10, 2019 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number 001-10897 Carolina Financial C

May 10, 2019 EX-10.1

Second Amendment to the Employment Agreement between CresCom Bank and M.J. Huggins, III.

EX-10.1 2 e19276ex10-1.htm Exhibit 10.1 Second Amendment to the Employment Agreement between CresCom Bank and M.J. Huggins, III WHEREAS, CresCom Bank (the “Bank”) and M.J. Huggins, III (the “Executive)” are parties to an Amended and Restated Employment Agreement dated as of December 24, 2008, as amended by the First Amendment, dated September 21, 2012 (collectively, the “Agreement”); and WHEREAS,

April 26, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 24, 2019 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-10897 57-1039673 (Commission File Number) (I.

April 24, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 e19227caro-8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 24, 2019 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-

April 24, 2019 EX-99.2

First Quarter 2019 Earnings Release Investor Presentation NASDAQ: CARO April 24, 2019

First Quarter 2019 Earnings Release Investor Presentation NASDAQ: CARO April 24, 2019 2 Disclaimer Certain statements in this presentation contain “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 , such as statements relating to future plans and expectations, and are thus prospective .

April 24, 2019 EX-99.1

Carolina Financial Corporation Reports Results for First Quarter of 2019

Carolina Financial Corporation Reports Results for First Quarter of 2019 NEWS RELEASE – For Release April 24, 2019 4:00PM For More Information, Contact: William A.

March 22, 2019 DEF 14A

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant o Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) þ Defin

March 1, 2019 10-K

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2018 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-10897 Carolina Financ

March 1, 2019 EX-21

Subsidiaries of Carolina Financial Corporation

Exhibit 21 Subsidiaries of the Registrant Subsidiary State of Incorporation Subsidiaries of Carolina Financial Corporation: CresCom Bank South Carolina Carolina Financial Capital Trust I Delaware Carolina Financial Capital Trust II Delaware Greer Capital Trust I Delaware Greer Capital Trust II Delaware First South Preferred Trust I Delaware Subsidiaries of CresCom Bank: Crescent Mortgage Company Delaware Carolina Services Corporation of Charleston Delaware CresCom Leasing, LLC North Carolina DTFS, Inc.

February 14, 2019 SC 13G

CARO / Carolina Financial Corp / RMB Capital Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

January 24, 2019 EX-99.2

Fourth Quarter 2018 Earnings Release Investor Presentation NASDAQ: CARO January 24, 2019

EX-99.2 3 e19030ex99-2.htm Fourth Quarter 2018 Earnings Release Investor Presentation NASDAQ: CARO January 24, 2019 2 Disclaimer Certain statements in this presentation contain “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 , such as statements relating to future plans and expectations, and are thus prospective . Such forward - looking sta

January 24, 2019 EX-99.1

Carolina Financial Corporation Reports Results for Fourth Quarter of 2018

EX-99.1 2 e19030ex99-1.htm Carolina Financial Corporation Reports Results for Fourth Quarter of 2018 NEWS RELEASE – For Release January 24, 2019 4:00PM For More Information, Contact: William A. Gehman III, EVP and CFO, 843.723.7700 Charleston, S.C. January 24, 2019 - Carolina Financial Corporation (the “Company”) (NASDAQ: CARO) today announced financial results for the fourth quarter of 2018. Fina

January 24, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 e19030caro-8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 24, 2019 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 00

December 3, 2018 EX-99.1

Carolina Financial Corporation Announces Stock Repurchase Plan

Exhibit 99.1 Carolina Financial Corporation Announces Stock Repurchase Plan NEWS RELEASE – For Release December 3, 2018 For More Information, Contact: William A. Gehman III, EVP and CFO, 843.723.7700 Charleston, S.C., December 3, 2018 - Carolina Financial Corporation (the “Company”) (NASDAQ: CARO) announced today that the Company’s Board of Directors has approved a plan to repurchase up to $25,000

December 3, 2018 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 3, 2018 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039673 (Commission File Number) (I.

November 8, 2018 10-Q

CARO / Carolina Financial Corp 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number 001-10897 Carolina Financi

October 24, 2018 EX-99.1

Carolina Financial Corporation Reports Results for Third Quarter of 2018

Carolina Financial Corporation Reports Results for Third Quarter of 2018 NEWS RELEASE – For Release October 24, 2018, 4:00PM For More Information, Contact: William A.

October 24, 2018 EX-99.2

Third Quarter 2018 Earnings Release Investor Presentation NASDAQ: CARO October 24, 2018

Third Quarter 2018 Earnings Release Investor Presentation NASDAQ: CARO October 24, 2018 2 Disclaimer Certain statements in this presentation contain “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 , such as statements relating to future plans and expectations, and are thus prospective .

October 24, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 24, 2018 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-10897 57-1039673 (Commission File Number) (I.

August 24, 2018 8-K

CARO / Carolina Financial Corp 8-K (Current Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 22, 2018 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039673 (Commission File Number) (I.

August 24, 2018 EX-99.1

Carolina Financial Corporation Board of Directors Approves Increase in Quarterly Cash Dividend

NEWS RELEASE For More Information, Contact: William A. Gehman III, EVP and CFO, 843.723.7700 Carolina Financial Corporation Board of Directors Approves Increase in Quarterly Cash Dividend CHARLESTON, S.C., August 24, 2018 – Carolina Financial Corporation (NASDAQ: CARO) announced today that its Board of Directors approved a quarterly cash dividend of $0.07 per share, an increase of $0.01 per share,

August 9, 2018 10-Q

CARO / Carolina Financial Corp 10-Q (Quarterly Report)

10-Q 1 e18298caro-10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number 001-1

July 23, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 23, 2018 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-10897 57-1039673 (Commission File Number) (I.

July 23, 2018 EX-99.2

Second Quarter 2018 Earnings Release Investor Presentation NASDAQ: CARO July 23, 2018

Second Quarter 2018 Earnings Release Investor Presentation NASDAQ: CARO July 23, 2018 2 Disclaimer Certain statements in this presentation contain “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 , such as statements relating to future plans and expectations, and are thus prospective .

July 23, 2018 EX-99.1

Carolina Financial Corporation Reports Results for Second Quarter of 2018

EX-99.1 2 e18279ex99-1.htm Carolina Financial Corporation Reports Results for Second Quarter of 2018 NEWS RELEASE – For Release July 23, 2018, 4:00PM For More Information, Contact: William A. Gehman III, EVP and CFO, 843.723.7700 Charleston, S.C. July 23, 2018 - Carolina Financial Corporation (the ”Company”) (NASDAQ: CARO) today announced financial results for the second quarter of 2018. Financial

June 11, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 e18243caro-8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2018 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19

June 11, 2018 EX-1.1

Underwriting Agreement dated June 6, 2018

EX-1.1 2 e18243ex1-1.htm Execution Version 1,596,350 Shares CAROLINA FINANCIAL CORPORATION Common Stock, Par Value $0.01 Per Share UNDERWRITING AGREEMENT June 6, 2018 Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, Florida 33716 Ladies and Gentlemen: Carolina Financial Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated he

June 8, 2018 424B2

CALCULATION OF REGISTRATION FEE

CALCULATION OF REGISTRATION FEE Title of Securities to be Registered Amount to be Registered(1) Maximum Offering Price Per Share Maximum Aggregate Offering Price Amount of Registration Fee(2) Common Stock, $0.

June 6, 2018 424B5

SUBJECT TO COMPLETION, DATED JUNE 6, 2018

The information in this preliminary prospectus supplement relates to an effective registration statement, but is not complete and may be changed.

May 10, 2018 10-Q

CARO / Carolina Financial Corp 10-Q (Quarterly Report)

10-Q 1 e18217caro-10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number 001-

May 4, 2018 8-K

CARO / Carolina Financial Corp 8-K (Current Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 2, 2018 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039673 (Commission File Number) (I.

April 30, 2018 EX-99.2

First Quarter 2018 Earnings Release Investor Presentation NASDAQ: CARO May 1, 2018

First Quarter 2018 Earnings Release Investor Presentation NASDAQ: CARO May 1, 2018 2 Disclaimer Certain statements in this presentation contain “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 , such as statements relating to future plans and expectations, and are thus prospective .

April 30, 2018 8-K

CARO / Carolina Financial Corp 8-K (Current Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2018 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-10897 57-1039673 (Commission File Number) (I.

April 30, 2018 EX-99.1

Carolina Financial Corporation Reports Results for First Quarter of 2018

Exhibit 99.1 Carolina Financial Corporation Reports Results for First Quarter of 2018 NEWS RELEASE – For Release April 30, 2018 4:00PM For More Information, Contact: William A. Gehman III, EVP and CFO, 843.723.7700 Charleston, S.C. April 30, 2018 - Carolina Financial Corporation (the “Company”) (NASDAQ: CARO) today announced financial results for the first quarter of 2018. Financial highlights at

March 29, 2018 DEF 14A

Amendment to Restated Certificate of Incorporation (14)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant o Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) þ Defin

March 23, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K 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 21, 2018 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-10897 57-1039673 (Commission File Number) (I.

March 19, 2018 PRE 14A

CARO / Carolina Financial Corp PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant o Filed by a Party other than the Registrant Check the appropriate box: þ Preliminary Proxy Statement o CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) o Defin

March 16, 2018 EX-21

Subsidiaries of Carolina Financial Corporation

EX-21 2 e18092ex21.htm Exhibit 21 Subsidiaries of the Registrant Subsidiary State of Incorporation Subsidiaries of Carolina Financial Corporation: CresCom Bank South Carolina Carolina Financial Capital Trust I Delaware Carolina Financial Capital Trust II Delaware Greer Capital Trust I Delaware Greer Capital Trust II Delaware First South Preferred Trust I Delaware Subsidiaries of CresCom Bank: Cres

March 16, 2018 10-K

CARO / Carolina Financial Corp 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2017 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-10897 Carolina Financ

February 16, 2018 S-8

CARO / Carolina Financial Corp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CAROLINA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 57-1039673 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 288 Meeting Street Charleston, South Carolina 29401 (A

January 31, 2018 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2018 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-10897 57-1039673 (Commission File Number) (I.

January 31, 2018 EX-99.1

Carolina Financial Corporation Clarifies Record Date for First Quarter Dividend

EX-99.1 2 e18030ex99-1.htm Carolina Financial Corporation Clarifies Record Date for First Quarter Dividend NEWS RELEASE – For Release January 31, 2018 For More Information, Contact: William A. Gehman III, EVP and CFO, 843.723.7700 Charleston, S.C. January 31, 2018 - Carolina Financial Corporation (the ”Company”) (NASDAQ: CARO) The News Release issued by the Company January 24, 2018 stated incorrec

January 24, 2018 EX-99.1

Carolina Financial Corporation Reports Results for Fourth Quarter of 2017

EX-99.1 2 e18023ex99-1.htm Carolina Financial Corporation Reports Results for Fourth Quarter of 2017 NEWS RELEASE – For Release January 24, 2018 4:00PM For More Information, Contact: William A. Gehman III, EVP and CFO, 843.723.7700 Charleston, S.C. January 24, 2018 - Carolina Financial Corporation (the “Company”) (NASDAQ: CARO) today announced financial results for the fourth quarter of 2017. Oper

January 24, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 e18023caro-8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 24, 2018 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 00

January 24, 2018 EX-99.2

Fourth Quarter 2017 Earnings Release Investor Presentation NASDAQ: CARO January 25, 2018

Fourth Quarter 2017 Earnings Release Investor Presentation NASDAQ: CARO January 25, 2018 2 Disclaimer Certain statements in this presentation contain ?forward - looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995 , such as statements relating to future plans and expectations, and are thus prospective .

January 12, 2018 EX-4.7

Form of Senior Indenture.

Exhibit 4.7 CAROLINA FINANCIAL CORPORATION Issuer to [ ] Trustee SENIOR INDENTURE Dated as of , 20 Senior Debt Securities TABLE OF CONTENTS Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 2 Section 101. Definitions 2 Section 102. Compliance Certificate and Opinions 8 Section 103. Form of Documents Delivered to Trustee 8 Section 104. Acts of Holders 9 Section 105. Notices,

January 12, 2018 EX-12.1

Statement of Computation of Ratio of Earnings to Fixed Charges and Preference Dividends.

Exhibit 12.1 Carolina Financial Corporation Ratio of Earnings to Combined Fixed Charges and Preference Dividends With Interest Expense-Deposits Without Interest Expense-Deposits Nine Months Ended September 30, Years Ended December 31, Nine Months Ended September 30, Years Ended December 31, 2017 2016 2015 2014 2013 2012 2017 2016 2015 2014 2013 2012 Earnings: Pretax earnings 30,895 25,418 21,480 1

January 12, 2018 EX-4.14

Form of Depositary Receipt (included in Exhibit 4.14).

Exhibit 4.14 FORM OF DEPOSIT AGREEMENT This DEPOSIT AGREEMENT (?Deposit Agreement?) is made and entered into as of , 20 , by and among Carolina Financial Corporation, a Delaware corporation, [ ], and all holders from time to time of Receipts (as hereinafter defined) issued hereunder. WITNESSETH: WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit

January 12, 2018 EX-4.9

Form of Subordinated Indenture.

Exhibit 4.9 CAROLINA FINANCIAL CORPORATION Issuer to [ ] Trustee SUBORDINATED INDENTURE Dated as of , 20 Subordinated Debt Securities 1 TABLE OF CONTENTS Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 2 Section 101. Definitions 2 Section 102. Compliance Certificates and Opinions 8 Section 103. Form of Documents Delivered to Trustee 9 Section 104. Acts of Holders 9 Section

January 12, 2018 S-3ASR

As filed with the U.S. Securities and Exchange Commission on January 12, 2018

As filed with the U.S. Securities and Exchange Commission on January 12, 2018 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CAROLINA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 57-1039673 (State or other jurisdiction of incorporation o

November 9, 2017 10-Q

CARO / Carolina Financial Corp 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number 001-10897 Carolina Financi

November 3, 2017 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 e17492caro-8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2017 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 00

November 1, 2017 8-K

Other Events

8-K 1 e17485caro-8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2017 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 00

October 27, 2017 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 27, 2017 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039673 (Commission File Number) (I.

October 27, 2017 EX-99.1

* * *

Exhibit 99.1 FOR IMMEDIATE RELEASE Carolina Financial Corporation and First South Bancorp, Inc. Receive Stockholder and Regulatory Approvals for Merger Charleston, S.C. & Washington, N.C., October 27, 2017 ? Carolina Financial Corporation (Nasdaq: CARO), the parent company of CresCom Bank (?Carolina Financial?), and First South Bancorp, Inc. (Nasdaq: FSBK), the parent company of First South Bank (

October 27, 2017 425

Carolina Financial (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 27, 2017 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039673 (Commission File Number) (I.

October 27, 2017 EX-99.1

* * *

Exhibit 99.1 FOR IMMEDIATE RELEASE Carolina Financial Corporation and First South Bancorp, Inc. Receive Stockholder and Regulatory Approvals for Merger Charleston, S.C. & Washington, N.C., October 27, 2017 ? Carolina Financial Corporation (Nasdaq: CARO), the parent company of CresCom Bank (?Carolina Financial?), and First South Bancorp, Inc. (Nasdaq: FSBK), the parent company of First South Bank (

October 24, 2017 8-K

Other Events, Submission of Matters to a Vote of Security Holders

8-K 1 e17469caro-8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 24, 2017 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 00

October 24, 2017 425

Carolina Financial (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 24, 2017 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039673 (Commission File Number) (I.

October 19, 2017 EX-99.2

Third Quarter 2017 Earnings Release Investor Presentation NASDAQ: CARO October 20, 2017

Third Quarter 2017 Earnings Release Investor Presentation NASDAQ: CARO October 20, 2017 2 Disclaimer Certain statements in this presentation contain ?forward - looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995 , such as statements relating to future plans and expectations, and are thus prospective .

October 19, 2017 8-K

Carolina Financial (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 19, 2017 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039673 (Commission File Number) (I.

October 19, 2017 EX-99.1

Carolina Financial Corporation Reports Results for Third Quarter of 2017

Exhibit 99.1 Carolina Financial Corporation Reports Results for Third Quarter of 2017 NEWS RELEASE ? For Release October 19, 2017, 4:00PM For More Information, Contact: William A. Gehman III, EVP and CFO, 843.723.7700 Charleston, S.C. October 19, 2017 - Carolina Financial Corporation (the ?Company?) (NASDAQ: CARO) today announced financial results for the third quarter of 2017. Financial highlight

September 6, 2017 424B3

PROPOSED MERGER OF CAROLINA FINANCIAL CORPORATION AND FIRST SOUTH BANCORP, INC.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-219886 PROPOSED MERGER OF CAROLINA FINANCIAL CORPORATION AND FIRST SOUTH BANCORP, INC. The board of directors of Carolina Financial Corporation (?Carolina Financial?) is furnishing this joint proxy statement/prospectus and the accompanying form of proxy to Carolina Financial stockholders to solicit proxies to vote at a special meeting of Caroli

August 29, 2017 EX-99.2

.FIRST SOUTH BANCORP, INC.MMMMMMMMMMMM MMMMMMMMMMMMMMMC123456789000004 ENDORSEMENT_LINE______________ SACKPACK_____________000000000.000000 ext 000000000.000000 ext 000000000.000000 ext000000000.000000 ext 000000000.000000 ext 000000000.000000 extMR

.FIRST SOUTH BANCORP, INC.MMMMMMMMMMMM MMMMMMMMMMMMMMMC123456789000004 ENDORSEMENTLINE SACKPACK000000000.000000 ext 000000000.000000 ext 000000000.000000 ext000000000.000000 ext 000000000.000000 ext 000000000.000000 extMR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may ch

August 29, 2017 S-4/A

As filed with the Securities and Exchange Commission on August 29, 2017

As filed with the Securities and Exchange Commission on August 29, 2017 Registration No.

August 29, 2017 CORRESP

Carolina Financial ESP

Carolina Financial Corporation 288 Meeting Street Charleston, South Carolina 29401 August 29, 2017 U.

August 29, 2017 EX-99.1

Using a

Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X 02O8CC 1 U P X + Special Meeting Proxy Card . C Authorized Signatures ? This section must be completed for your vote to be counted. ? Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, admin

August 10, 2017 EX-99.3

CONSENT OF KEEFE, BRUYETTE & WOODS, INC.

EX-99.3 8 e17357ex99-3.htm CONSENT OF KEEFE, BRUYETTE & WOODS, INC. We hereby consent to the inclusion of our opinion letter to the Board of Directors of Carolina Financial Corporation (“Carolina Financial”) as Appendix B to the Joint Proxy Statement/Prospectus which forms a part of the Registration Statement on Form S-4 filed on the date hereof (the “Registration Statement”) relating to the propo

August 10, 2017 EX-2.1

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION By And Between CAROLINA FINANCIAL CORPORATION FIRST SOUTH BANCORP, INC. Dated as of June 9, 2017 TABLE OF CONTENTS

EX-2.1 2 e17357ex2-1.htm Execution Copy AGREEMENT AND PLAN OF MERGER AND REORGANIZATION By And Between CAROLINA FINANCIAL CORPORATION and FIRST SOUTH BANCORP, INC. Dated as of June 9, 2017 TABLE OF CONTENTS Page LIST OF EXHIBITS iv RECITALS 1 ARTICLE 1 TRANSACTIONS AND TERMS OF MERGER 1 1.1 Merger 1 1.2 Time and Place of Closing 2 1.3 Effective Time 2 1.4 Restructure of Transaction 2 1.5 Bank Merg

August 10, 2017 S-4

Unaudited Pro Forma Condensed Combined Financial Statements of Carolina Financial and First South as of June 30, 2017, for the Six Months Ended June 30, 2017, and for the Year Ended December 31, 2016 (incorporated by reference to Carolina Financial’s Registration Statement on Form S-4 (File No. 333-219886) filed on August 10, 2017).

As filed with the Securities and Exchange Commission on August 10, 2017 Registration No.

August 10, 2017 EX-99.4

August 10, 2017

EX-99.4 9 e17357ex99-4.htm Exhibit 99.4 August 10, 2017 Board of Directors First South Bancorp, Inc. 1311 Carolina Avenue Washington, NC 27889 Members of the Board: Raymond James & Associates, Inc. (“Raymond James”) consents to the inclusion and description of our opinion letter, delivered to the Board of Directors of First South Bancorp, Inc. and dated June 9, 2017, in the Joint Proxy Statement/P

August 9, 2017 10-Q

CARO / Carolina Financial Corp 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number 001-10897 Carolina Financial Co

July 21, 2017 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 19, 2017 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039637 (Commission File Number) (I.

July 20, 2017 EX-99.1

Carolina Financial Corporation Reports Results for Second Quarter of 2017

Exhibit 99.1 Carolina Financial Corporation Reports Results for Second Quarter of 2017 NEWS RELEASE ? For Release July 20, 2017, 4:00PM For More Information, Contact: William A. Gehman III, EVP and CFO, 843.723.7700 Charleston, S.C., July 20, 2017 - Carolina Financial Corporation (NASDAQ: CARO) today announced financial results for the second quarter of 2017. Operational highlights for the three m

July 20, 2017 EX-99.2

Second Quarter 2017 Earnings Release Investor Presentation NASDAQ: CARO July 21, 2017

Second Quarter 2017 Earnings Release Investor Presentation NASDAQ: CARO July 21, 2017 2 Disclaimer Certain statements in this presentation contain ?forward - looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995 , such as statements relating to future plans and expectations, and are thus prospective .

July 20, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 20, 2017 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039637 (Commission File Number) (I.

June 15, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 9, 2017 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039673 (Commission File Number) (I.

June 15, 2017 EX-2.1

Agreement and Plan of Merger and Reorganization by and between Carolina Financial Corporation and First South Bancorp, Inc. dated June 9, 2017. (3)

Execution Copy AGREEMENT AND PLAN OF MERGER AND REORGANIZATION By And Between CAROLINA FINANCIAL CORPORATION and FIRST SOUTH BANCORP, INC.

June 15, 2017 425

Carolina Financial (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 9, 2017 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039673 (Commission File Number) (I.

June 15, 2017 EX-2.1

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION By And Between CAROLINA FINANCIAL CORPORATION FIRST SOUTH BANCORP, INC. Dated as of June 9, 2017 TABLE OF CONTENTS

EX-2.1 2 e17298ex2-1.htm Execution Copy AGREEMENT AND PLAN OF MERGER AND REORGANIZATION By And Between CAROLINA FINANCIAL CORPORATION and FIRST SOUTH BANCORP, INC. Dated as of June 9, 2017 TABLE OF CONTENTS Page LIST OF EXHIBITS iv RECITALS 1 ARTICLE 1 TRANSACTIONS AND TERMS OF MERGER 1 1.1 Merger 1 1.2 Time and Place of Closing 2 1.3 Effective Time 2 1.4 Restructure of Transaction 2 1.5 Bank Merg

June 12, 2017 EX-99.1

Carolina Financial Corporation Announces Agreement to Acquire First South Bancorp, Inc. Expands Presence in North Carolina

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Carolina Financial Corporation Announces Agreement to Acquire First South Bancorp, Inc. Expands Presence in North Carolina Charleston, S.C. & Washington, N.C., June 12, 2017 ? Carolina Financial Corporation (Nasdaq: CARO) (?Carolina Financial?) and First South Bancorp, Inc. (Nasdaq: FSBK), the parent company of First South Bank (together, ?First South?) announced

June 12, 2017 EX-99.2

Investor Presentation N A S D A Q : C A RO June 12, 201 7 Acquisition of First South Bancorp Inc. (FSBK) by Carolina Financial Corporation (CARO)

Investor Presentation N A S D A Q : C A RO June 12, 201 7 Acquisition of First South Bancorp Inc.

June 12, 2017 8-K

Carolina Financial (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 9, 2017 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039673 (Commission File Number) (I.

June 12, 2017 EX-99.2

Investor Presentation N A S D A Q : C A RO June 12, 201 7 Acquisition of First South Bancorp Inc. (FSBK) by Carolina Financial Corporation (CARO)

Investor Presentation N A S D A Q : C A RO June 12, 201 7 Acquisition of First South Bancorp Inc.

June 12, 2017 EX-99.1

Carolina Financial Corporation Announces Agreement to Acquire First South Bancorp, Inc. Expands Presence in North Carolina

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Carolina Financial Corporation Announces Agreement to Acquire First South Bancorp, Inc. Expands Presence in North Carolina Charleston, S.C. & Washington, N.C., June 12, 2017 ? Carolina Financial Corporation (Nasdaq: CARO) (?Carolina Financial?) and First South Bancorp, Inc. (Nasdaq: FSBK), the parent company of First South Bank (together, ?First South?) announced

June 12, 2017 425

Carolina Financial (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 9, 2017 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039673 (Commission File Number) (I.

May 5, 2017 10-Q

Carolina Financial (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number 001-10897 Carolina Financial C

April 27, 2017 8-K

Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 26, 2017 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039637 (Commission File Number) (I.

April 24, 2017 EX-99.1

Carolina Financial Corporation Reports Results for First Quarter of 2017

Exhibit 99.1 Carolina Financial Corporation Reports Results for First Quarter of 2017 NEWS RELEASE ? For Release April 24, 2017, 4:00PM For More Information, Contact: William A. Gehman III, EVP and CFO, 843.723.7700 Charleston, S.C., April 24, 2017 - Carolina Financial Corporation (NASDAQ: CARO) today announced financial results for the first quarter of 2017. Operational highlights for the three m

April 24, 2017 EX-99.2

First Quarter 2017 Earnings Release Investor Presentation NASDAQ: CARO April 25, 2017

First Quarter 2017 Earnings Release Investor Presentation NASDAQ: CARO April 25, 2017 2 Disclaimer Certain statements in this presentation contain ?forward - looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995 , such as statements relating to future plans and expectations, and are thus prospective .

April 24, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 e17208caro-8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 24, 2017 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-

March 30, 2017 8-K/A

Carolina Financial A (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 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 18, 2017 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039637 (Commission File Number) (I.

March 30, 2017 EX-99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined financial information and explanatory notes show the impact on the historical financial positions and results of operations of Carolina Financial Corporation (?Carolina Financial?) and Greer Bancshares Incorporated (?Greer?) and have been prepared to illustrate the effects of the merger involving Carolina Financial and Greer under the acquisition method of accounting with Carolina Financial treated as the acquirer.

March 30, 2017 EX-99.1

Greer Bancshares Incorporated Report on Consolidated Financial Statements For the Years Ended December 31, 2016 and 2015 Independent Auditor’s Report

Greer Bancshares Incorporated Report on Consolidated Financial Statements For the Years Ended December 31, 2016 and 2015 Independent Auditor?s Report To the Board of Directors Greer Bancshares Incorporated Greer, South Carolina Report on the Financial Statements We have audited the accompanying consolidated financial statements of Greer Bancshares Incorporated and its subsidiary, which comprise the consolidated balance sheets as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, changes in stockholders? equity and cash flows for the years then ended, and the related notes to the consolidated financial statements.

March 23, 2017 8-K

Carolina Financial (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K 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 18, 2017 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039637 (Commission File Number) (I.

March 20, 2017 8-K

Current Report

8-K 1 e17147caro-8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K 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 18, 2017 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-

March 20, 2017 DEF 14A

Carolina Financial 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant o Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ? Defin

March 13, 2017 EX-99.1

Carolina Financial Corporation’s Acquisition of Greer Bancshares Incorporated Receives Regulatory and Shareholder Approvals

Exhibit 99.1 FOR IMMEDIATE RELEASE For More Information, Contact: William A. Gehman III EVP and CFO Carolina Financial Corporation 843.723.7700 John W. Hobbs CFO Greer Bancshares Incorporated 864.848.5126 Carolina Financial Corporation’s Acquisition of Greer Bancshares Incorporated Receives Regulatory and Shareholder Approvals Charleston, S.C., March 13, 2017 – Carolina Financial Corporation (Nasd

March 13, 2017 8-K

Financial Statements and Exhibits, Other Events

8-K 1 e17126caro-8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K 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 13, 2017 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-

March 10, 2017 10-K

Carolina Financial (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2016 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-10897 Carolina Financ

January 25, 2017 EX-1.1

1,571,429 Shares* CAROLINA FINANCIAL CORPORATION Common Stock UNDERWRITING AGREEMENT

1,571,429 Shares* CAROLINA FINANCIAL CORPORATION Common Stock UNDERWRITING AGREEMENT St.

January 25, 2017 8-K

Carolina Financial (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 20, 2017 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039637 (Commission File Number) (I.

January 25, 2017 EX-99.1

Carolina Financial Corporation Announces Closing of Public Offering of Common Stock

Exhibit 99.1 Carolina Financial Corporation Announces Closing of Public Offering of Common Stock CHARLESTON, SC, Jan.25 /PRNewswire/ - Carolina Financial Corporation (NASDAQ: CARO), the parent company of CresCom Bank, announced today the closing of an underwritten public offering of 1,807,143 shares of its common stock, including 235,714 shares sold pursuant to the underwriters? exercise in full o

January 24, 2017 424B2

1,571,429 Shares Common Stock

Filed Pursuant to Rule 424(b)(2) Registration Statement Number 333-215312 Prospectus Supplement To the Prospectus Dated January 5, 2017 1,571,429 Shares Common Stock We are offering 1,571,429 shares of our common stock, par value $0.

January 20, 2017 EX-99.1

Carolina Financial Corporation Announces Pricing of Public Offering of Common Stock

Exhibit 99.1 Carolina Financial Corporation Announces Pricing of Public Offering of Common Stock CHARLESTON, SC, Jan. 20 /PRNewswire/ - Carolina Financial Corporation (NASDAQ: CARO), the parent company of CresCom Bank, announced today the pricing of an underwritten public offering of 1,571,429 shares of its common stock at a price to the public of $28.00 per share for gross proceeds of approximate

January 20, 2017 8-K

Carolina Financial (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 20, 2017 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039637 (Commission File Number) (I.

January 19, 2017 424B5

SUBJECT TO COMPLETION, DATED JANUARY 19, 2017

The information in this preliminary prospectus supplement relates to an effective registration statement, but is not complete and may be changed.

January 19, 2017 EX-99.1

Carolina Financial Corporation Announces Proposed Offering of Common Stock

Exhibit 99.1 Carolina Financial Corporation Announces Proposed Offering of Common Stock CHARLESTON, SC., Jan. 19 /PR Newswire/ - Carolina Financial Corporation (NASDAQ: CARO), the parent company of CresCom Bank, announced today that it has commenced an underwritten offering of approximately $40 million of its common stock. The underwriters will have a 30-day option to purchase an additional 15 per

January 19, 2017 8-K

Carolina Financial (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 19, 2017 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039637 (Commission File Number) (I.

January 18, 2017 EX-99.1

Carolina Financial Corporation Reports Results for Fourth Quarter of 2016

Exhibit 99.1 Carolina Financial Corporation Reports Results for Fourth Quarter of 2016 NEWS RELEASE ? For Release January 18, 2017, 4:00PM For More Information, Contact: William A. Gehman III, EVP and CFO, 843.723.7700 Charleston, S.C., January 18, 2017 - Carolina Financial Corporation (NASDAQ: CARO) today announced financial results for the fourth quarter of 2016. Highlights at and for the three

January 18, 2017 8-K

Carolina Financial (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 18, 2017 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039637 (Commission File Number) (I.

January 18, 2017 EX-99.2

Fourth Quarter 2016 Earnings Release Investor Presentation NASDAQ: CARO January 19, 2017

Fourth Quarter 2016 Earnings Release Investor Presentation NASDAQ: CARO January 19, 2017 2 Disclaimer Certain statements in this presentation contain ?forward - looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995 , such as statements relating to future plans and expectations, and are thus prospective .

January 3, 2017 S-3/A

Carolina Financial A

As filed with the U.S. Securities and Exchange Commission on January 3, 2017 Registration Statement No. 333-215312 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 1 to Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CAROLINA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 57-1039637 (State or

January 3, 2017 CORRESP

Carolina Financial ESP

Carolina Financial Corporation 288 Meeting Street Charleston, South Carolina 29401 January 3, 2017 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

December 23, 2016 EX-4.7

CAROLINA FINANCIAL CORPORATION [ ] SENIOR INDENTURE Dated as of __________, 20 Senior Debt Securities TABLE OF CONTENTS

Exhibit 4.7 CAROLINA FINANCIAL CORPORATION Issuer to [ ] Trustee SENIOR INDENTURE Dated as of , 20 Senior Debt Securities TABLE OF CONTENTS Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 2 Section 101. Definitions 2 Section 102. Compliance Certificate and Opinions 8 Section 103. Form of Documents Delivered to Trustee 8 Section 104. Acts of Holders 9 Section 105. Notices,

December 23, 2016 EX-2.2

Agreement and Plan of Merger by and between Carolina Financial Corporation and Greer Bancshares Incorporated, dated November 7, 2016.(2)

EX-2.2 2 e00640ex2-2.htm Exhibit 2.2 AGREEMENT AND PLAN OF MERGER By And Between CAROLINA FINANCIAL CORPORATION and GREER BANCSHARES INCORPORATED Dated as of November 7, 2016 TABLE OF CONTENTS Page LIST OF EXHIBITS iv RECITALS 1 ARTICLE 1 TRANSACTIONS AND TERMS OF MERGER 1 1.1 Merger 1 1.2 Time and Place of Closing 2 1.3 Effective Time 2 1.4 Restructure of Transaction 2 1.5 Bank Merger 2 ARTICLE 2

December 23, 2016 EX-4.9

CAROLINA FINANCIAL CORPORATION [ ] SUBORDINATED INDENTURE Dated as of , 20 Subordinated Debt Securities

EX-4.9 4 e00640ex4-9.htm Exhibit 4.9 CAROLINA FINANCIAL CORPORATION Issuer to [ ] Trustee SUBORDINATED INDENTURE Dated as of , 20 Subordinated Debt Securities 1 TABLE OF CONTENTS Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 2 Section 101. Definitions 2 Section 102. Compliance Certificates and Opinions 8 Section 103. Form of Documents Delivered to Trustee 9 Section 104.

December 23, 2016 EX-4.14

FORM OF DEPOSIT AGREEMENT

Exhibit 4.14 FORM OF DEPOSIT AGREEMENT This DEPOSIT AGREEMENT (?Deposit Agreement?) is made and entered into as of , 20 , by and among Carolina Financial Corporation, a Delaware corporation, [ ], and all holders from time to time of Receipts (as hereinafter defined) issued hereunder. WITNESSETH: WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit

December 23, 2016 CORRESP

Atlanta · Boston · Charleston · Charlotte · Columbia · Greenville · Jacksonville · New York · Myrtle Beach · Raleigh · Washington, DC · Winston-Salem

Nelson Mullins Nelson Mullins Riley & Scarborough LLP Attorneys and Counselors at Law 100 North Tryon Street, 42nd Floor Charlotte, North Carolina 28202 Tel: 704.

December 23, 2016 S-3

Form S-3

As filed with the U.S. Securities and Exchange Commission on December 23, 2016 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CAROLINA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 57-1039637 (State or other jurisdiction of incorporation

December 6, 2016 CORRESP

Carolina Financial ESP

CORRESP 1 filename1.htm Nelson Mullins Nelson Mullins Riley & Scarborough LLP Attorneys and Counselors at Law 100 North Tryon Street / 42nd Floor / Charlotte, NC 28202-4007 Tel: 704.417.3000 Fax: 704.377.4814 www.nelsonmullins.com B.T. Atkinson Tel: 704.417.3039 [email protected] December 6, 2016 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. S

November 9, 2016 10-Q

Carolina Financial (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number 001-10897 Carolina Financi

November 8, 2016 EX-99.1

Carolina Financial Corporation Announces Agreement to Acquire Greer Bancshares Incorporated

FOR IMMEDIATE RELEASE For More Information, Contact: William A. Gehman III EVP and CFO Carolina Financial Corporation 843.723.7700 John W. Hobbs SVP and CFO Greer Bancshares Incorporated 864.877.2000 Carolina Financial Corporation Announces Agreement to Acquire Greer Bancshares Incorporated Charleston, S.C., [November 8], 2016 ? Carolina Financial Corporation (Nasdaq: CARO) announced today the sig

November 8, 2016 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 e00586caro-8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2016 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 00

November 8, 2016 EX-99.2

Investor Presentation N A S D A Q : C A RO November 8, 201 6 Acquisition of Greer Bancshares Incorporated by Carolina Financial Corporation (CARO)

Investor Presentation N A S D A Q : C A RO November 8, 201 6 Acquisition of Greer Bancshares Incorporated by Carolina Financial Corporation (CARO) 2 Disclaimer Certain statements in this presentation contain “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 , such as statements relating to future plans and expectations, and are thus prospective .

October 19, 2016 8-K

Carolina Financial (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 19, 2016 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039637 (Commission File Number) (I.

October 19, 2016 EX-99.1

Carolina Financial Corporation Reports Results for Third Quarter of 2016

Exhibit 99.1 Carolina Financial Corporation Reports Results for Third Quarter of 2016 NEWS RELEASE ? For Release October 19, 2016, 9:00AM For More Information, Contact: William A. Gehman III, EVP and CFO, 843.723.7700 Charleston, S.C., October 19, 2016 - Carolina Financial Corporation (NASDAQ: CARO) today announced financial results for the third quarter of 2016. Highlights at and for the three mo

October 19, 2016 EX-99.2

Third Quarter 2016 Earnings Release Investor Presentation NASDAQ: CARO October 20, 2016

Third Quarter 2016 Earnings Release Investor Presentation NASDAQ: CARO October 20, 2016 2 Disclaimer Certain statements in this presentation contain ?forward - looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995 , such as statements relating to future plans and expectations, and are thus prospective .

August 23, 2016 8-K

Carolina Financial (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 17, 2016 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039637 (Commission File Number) (I.

August 9, 2016 10-Q

Carolina Financial (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number 001-10897 Carolina Financial Co

July 29, 2016 EX-99.2

Second Quarter 2016 Earnings Release Investor Presentation NASDAQ: CARO July 29, 2016

Second Quarter 2016 Earnings Release Investor Presentation NASDAQ: CARO July 29, 2016 2 Disclaimer Certain statements in this presentation contain ?forward - looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995 , such as statements relating to future plans and expectations, and are thus prospective .

July 29, 2016 EX-99.1

Carolina Financial Corporation Reports Results for Second Quarter of 2016

Exhibit 99.1 Carolina Financial Corporation Reports Results for Second Quarter of 2016 NEWS RELEASE ? For Release July 29, 2016, 9:00AM For More Information, Contact: William A. Gehman III, EVP and CFO, 843.723.7700 Charleston, S.C., July 29, 2016 - Carolina Financial Corporation (NASDAQ: CARO) today announced financial results for the second quarter of 2016. Highlights at and for the three months

July 29, 2016 8-K

Carolina Financial (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2016 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039637 (Commission File Number) (I.

June 16, 2016 8-K

Carolina Financial (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 11, 2016 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039637 (Commission File Number) (I.

June 16, 2016 425

Carolina Financial (Prospectus)

425 1 e00368caro-8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 11, 2016 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-1

June 13, 2016 EX-99.1

CAROLINA Financial Corporation Completes Merger with CONGAREE BancSHARES, INC.

CAROLINA Financial Corporation Completes Merger with CONGAREE BancSHARES, INC. NEWS RELEASE ? For Release Monday, June 13, 2016, 8:00 AM For More Information, Contact: William A. Gehman III, EVP and CFO, 843.723.7700 Charleston, S.C., June 13, 2016 - Carolina Financial Corporation (NASDAQ: CARO) (?Carolina Financial?) announced today the completion of its previously announced merger with Congaree

June 13, 2016 8-K

Carolina Financial (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2016 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039637 (Commission File Number) (I.

June 13, 2016 EX-99.1

CAROLINA Financial Corporation Completes Merger with CONGAREE BancSHARES, INC.

CAROLINA Financial Corporation Completes Merger with CONGAREE BancSHARES, INC. NEWS RELEASE ? For Release Monday, June 13, 2016, 8:00 AM For More Information, Contact: William A. Gehman III, EVP and CFO, 843.723.7700 Charleston, S.C., June 13, 2016 - Carolina Financial Corporation (NASDAQ: CARO) (?Carolina Financial?) announced today the completion of its previously announced merger with Congaree

June 13, 2016 425

Carolina Financial (Prospectus)

425 1 e00360caro-8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2016 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-1

May 9, 2016 10-Q

Carolina Financial (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number 001-10897 Carolina Financial C

May 9, 2016 EX-10

Employment Agreement, dated January 21, 2015, by and between Crescent Mortgage Company and Fowler Williams (7)(8)

CRESCENT MORTGAGE COMPANY EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made effective as of January 21, 2015, by and between Crescent Mortgage Company (the “Employer”), a wholesale and correspondent mortgage lender and wholly-owned subsidiary of CresCom Bank (the “Bank”), and Fowler Williams (the “Executive”).

May 5, 2016 EX-3

Amended and Restated Bylaws (4)

CAROLINA FINANCIAL CORPORATION AMENDED AND RESTATED BYLAWS MAY 3, 2016 ARTICLE I - STOCKHOLDERS Section 1.

May 5, 2016 8-K

Carolina Financial (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 3, 2016 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039637 (Commission File Number) (I.

May 5, 2016 425

Carolina Financial (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 3, 2016 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039637 (Commission File Number) (I.

May 5, 2016 EX-3

CAROLINA FINANCIAL CORPORATION AMENDED AND RESTATED BYLAWS MAY 3, 2016 ARTICLE I - STOCKHOLDERS

CAROLINA FINANCIAL CORPORATION AMENDED AND RESTATED BYLAWS MAY 3, 2016 ARTICLE I - STOCKHOLDERS Section 1.

April 22, 2016 8-K

Carolina Financial (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2016 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039637 (Commission File Number) (I.

April 22, 2016 EX-99.1

Carolina Financial Corporation Reports Results for First Quarter of 2016

Exhibit 99.1 Carolina Financial Corporation Reports Results for First Quarter of 2016 NEWS RELEASE ? For Release April 22, 2016, 9:00AM For More Information, Contact: William A. Gehman III, EVP and CFO, 843.723.7700 Charleston, S.C., April 22, 2016 - Carolina Financial Corporation (NASDAQ: CARO) today announced financial results for the three months ended March 31, 2016. First Quarter 2016 financi

April 22, 2016 EX-99.2

First Quarter 2016 Earnings Release Investor Presentation NASDAQ: CARO April 22, 2016

EX-99.2 3 e00247ex99-2.htm First Quarter 2016 Earnings Release Investor Presentation NASDAQ: CARO April 22, 2016 2 Disclaimer Certain statements in this presentation contain “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 , such as statements relating to future plans and expectations, and are thus prospective . Such forward - looking statem

April 15, 2016 424B3

PROPOSED MERGER OF CAROLINA FINANCIAL CORPORATION AND CONGAREE BANCSHARES, INC.

424B3 1 e00236caro-424b3.htm Filed Pursuant to Rule 424(b)(3) Registration No. 333-209440 PROPOSED MERGER OF CAROLINA FINANCIAL CORPORATION AND CONGAREE BANCSHARES, INC. On behalf of the boards of directors of Carolina Financial Corporation and Congaree Bancshares, Inc., we are pleased to deliver our proxy statement/prospectus for a merger involving Carolina Financial and Congaree, with Carolina F

April 6, 2016 S-4/A

Carolina Financial A

S-4/A 1 e00222caro-s4a.htm As filed with the Securities and Exchange Commission on April 6, 2016 Registration No. 333-209440 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CAROLINA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 6022 57-1039637 (State o

April 6, 2016 CORRESP

Carolina Financial ESP

CORRESP 1 filename1.htm Carolina Financial Corporation 288 Meeting Street Charleston, South Carolina 29401 April 6, 2016 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Christian Windsor Special Counsel Office of Financial Services Re: Carolina Financial Corporation (the “Registrant”) Registration Statement on Form S-4 (

April 4, 2016 S-4/A

As filed with the Securities and Exchange Commission on April 4, 2016

S-4/A 1 e00199caro-s4a.htm As filed with the Securities and Exchange Commission on April 4, 2016 Registration No. 333-209440 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CAROLINA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 6022 57-1039637 (State o

March 31, 2016 DEF 14A

Amendment to the Restated Certificate of Incorporation (3)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant o Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ? Defin

March 29, 2016 CORRESP

Carolina Financial ESP

Carolina Financial Corporation 288 Meeting Street Charleston, South Carolina 29401 March 29, 2016 U.

March 28, 2016 CORRESP

Carolina Financial ESP

Carolina Financial Corporation 288 Meeting Street Charleston, South Carolina 29401 March 28, 2016 U.

March 28, 2016 S-4/A

As filed with the Securities and Exchange Commission on March 28, 2016

S-4/A 1 e00176caro-s4a.htm As filed with the Securities and Exchange Commission on March 28, 2016 Registration No. 333-209440 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CAROLINA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 6022 57-1039637 (State

March 24, 2016 S-4/A

As filed with the Securities and Exchange Commission on March 24, 2016

S-4/A 1 e00168caro-s4a.htm As filed with the Securities and Exchange Commission on March 24, 2016 Registration No. 333-209440 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CAROLINA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 6022 57-1039637 (State

March 24, 2016 EX-99.1

.. MMMMMMMMMMMM Congaree Bancshares, Inc. MMMMMMMMMMMMMMM C123456789 IMPORTANT SPECIAL MEETING INFORMATION 000004 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ 000000000.000000 ext 000000000.000000 ext

.. MMMMMMMMMMMM Congaree Bancshares, Inc. MMMMMMMMMMMMMMM C123456789 IMPORTANT SPECIAL MEETING INFORMATION 000004 000000000.000000 ext 000000000.000000 ext ENDORSEMENTLINE SACKPACK 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext MR A SAMPLE Electronic Voting Instructions DESIGNATION (IF ANY) Available 24 hours a day, 7 days a week! ADD 1 Instead of mailing your

March 18, 2016 PRE 14A

Carolina Financial 14A

PRE 14A 1 e00132caro-pre14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant o Filed by a Party other than the Registrant Check the appropriate box: þ Preliminary Proxy Statement o CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMIT

March 14, 2016 10-K

Carolina Financial (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2015 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-10897 Carolina Financ

March 4, 2016 CORRESP

Carolina Financial ESP

Nelson Mullins Nelson Mullins Riley & Scarborough LLP Attorneys and Counselors at Law 100 North Tryon Street / 42nd Floor / Charlotte, NC 28202-4007 Tel: 704.

March 4, 2016 EX-99.2

1380 West Paces Ferry Rd. NW / Suite 2060 / Atlanta, GA 30327 (404) 848-1571 (phone) / (404) 848-1574 (fax)

March 4, 2016 Board of Directors Congaree Bancshares, Inc. 1201 Knox Abbott Drive Cayce, SC 29033 Members of the Board: BSP Securities, LLC (?BSP?) consents to the inclusion and description of our opinion letter, delivered to the Board of Directors of Congaree Bancshares, Inc. and dated January 5, 2016, in the Proxy Statement/Prospectus of Carolina Financial Corporation which forms the Registratio

March 4, 2016 S-4/A

As filed with the Securities and Exchange Commission on March 4, 2016

S-4/A 1 e00109caro-s4a.htm As filed with the Securities and Exchange Commission on March 4, 2016 Registration No. 333-209440 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CAROLINA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 6022 57-1039637 (State o

February 9, 2016 EX-3.2

CAROLINA FINANCIAL CORPORATION RESTATED BYLAWS August 31, 2015 ARTICLE I- STOCKHOLDERS

CAROLINA FINANCIAL CORPORATION RESTATED BYLAWS August 31, 2015 ARTICLE I- STOCKHOLDERS Section 1.

February 9, 2016 S-4

As filed with the Securities and Exchange Commission on February 9, 2016

As filed with the Securities and Exchange Commission on February 9, 2016 Registration No.

January 22, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 e00026caro-8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 22, 2016 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 00

January 22, 2016 EX-99.1

Carolina Financial Corporation Reports Results for Fourth Quarter of 2015 and Announces First Quarter Dividend

Exhibit 99.1 Carolina Financial Corporation Reports Results for Fourth Quarter of 2015 and Announces First Quarter Dividend NEWS RELEASE ? For Release January 22, 2016, 9:00AM For More Information, Contact: William A. Gehman III, EVP and CFO, 843.723.7700 Charleston, South Carolina, January 22, 2016 - Carolina Financial Corporation (NASDAQ: CARO) today announced net income for the three and twelve

January 22, 2016 425

Carolina Financial (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 22, 2016 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039637 (Commission File Number) (I.

January 22, 2016 EX-99.2

Fourth Quarter 2015 Earnings Release Investor Presentation NASDAQ: CARO January 26, 2016

Fourth Quarter 2015 Earnings Release Investor Presentation NASDAQ: CARO January 26, 2016 2 Disclaimer Certain statements in this presentation contain ?forward - looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995 , such as statements relating to future plans and expectations, and are thus prospective .

January 22, 2016 EX-99.2

Fourth Quarter 2015 Earnings Release Investor Presentation NASDAQ: CARO January 26, 2016

Fourth Quarter 2015 Earnings Release Investor Presentation NASDAQ: CARO January 26, 2016 2 Disclaimer Certain statements in this presentation contain ?forward - looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995 , such as statements relating to future plans and expectations, and are thus prospective .

January 22, 2016 EX-99.1

Carolina Financial Corporation Reports Results for Fourth Quarter of 2015 and Announces First Quarter Dividend

Exhibit 99.1 Carolina Financial Corporation Reports Results for Fourth Quarter of 2015 and Announces First Quarter Dividend NEWS RELEASE ? For Release January 22, 2016, 9:00AM For More Information, Contact: William A. Gehman III, EVP and CFO, 843.723.7700 Charleston, South Carolina, January 22, 2016 - Carolina Financial Corporation (NASDAQ: CARO) today announced net income for the three and twelve

January 11, 2016 EX-2.1

AGREEMENT AND PLAN OF MERGER By And Between CAROLINA FINANCIAL CORPORATION CBAC, INC. CONGAREE BANCSHARES, INC. Dated as of January 5, 2016 TABLE OF CONTENTS

Execution Copy AGREEMENT AND PLAN OF MERGER By And Between CAROLINA FINANCIAL CORPORATION CBAC, INC.

January 11, 2016 8-K

Carolina Financial (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 5, 2016 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039637 (Commission File Number) (I.

January 11, 2016 EX-2.1

Agreement and Plan of Merger by and between Carolina Financial Corporation, CBAC, Inc., and Congaree Bancshares, Inc. dated January 5, 2016.(1)

Execution Copy AGREEMENT AND PLAN OF MERGER By And Between CAROLINA FINANCIAL CORPORATION CBAC, INC.

January 11, 2016 EX-99.1

Carolina Financial Corporation Shares Investor Presentation Following Congaree Bancshares, Inc. Acquisition Announcement

Exhibit 99.1 NEWS RELEASE For More Information, Contact: William A. Gehman III EVP and CFO Carolina Financial Corporation 843.723.7700 Carolina Financial Corporation Shares Investor Presentation Following Congaree Bancshares, Inc. Acquisition Announcement Charleston, S.C, January 6, 2016 ? In connection with today?s Congaree Bancshares, Inc. (OTC Pink: CNRB) merger agreement announcement, Carolina

January 11, 2016 425

Carolina Financial (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 5, 2016 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039637 (Commission File Number) (I.

January 11, 2016 425

Congaree Bancshares (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 5, 2016 CONGAREE BANCSHARES, INC. (Exact name of registrant as specified in its charter) South Carolina 0-52592 20-3863936 (State or other jurisdiction of incorporation) (Comm

January 11, 2016 EX-99.1

Carolina Financial Corporation Shares Investor Presentation Following Congaree Bancshares, Inc. Acquisition Announcement

Exhibit 99.1 NEWS RELEASE For More Information, Contact: William A. Gehman III EVP and CFO Carolina Financial Corporation 843.723.7700 Carolina Financial Corporation Shares Investor Presentation Following Congaree Bancshares, Inc. Acquisition Announcement Charleston, S.C, January 6, 2016 ? In connection with today?s Congaree Bancshares, Inc. (OTC Pink: CNRB) merger agreement announcement, Carolina

January 11, 2016 EX-2.1

AGREEMENT AND PLAN OF MERGER By And Between CAROLINA FINANCIAL CORPORATION CBAC, INC. CONGAREE BANCSHARES, INC. Dated as of January 5, 2016 TABLE OF CONTENTS

Execution Copy AGREEMENT AND PLAN OF MERGER By And Between CAROLINA FINANCIAL CORPORATION CBAC, INC.

January 6, 2016 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 5, 2016 CAROLINA FINANCIAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-19029 57-1039637 (Commission File Number) (I.

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