X0306 4 2016-01-20 0 0000870385 CAROLINA FINANCIAL CORP CARO 0001189784 REXROAD JERRY L 288 MEETING STREET CHARLESTON SC 29401 1 1 0 0 President & CEO Common Stock 2016-01-20 4 A 0 6957 0 A 306156 D Common Stock 11040 I By Spouse Employee Stock Option (Right to Buy) 16.56 2016-01-20 4 A 0 16613 0 A 2026-01-20 Common Stock 16613 16613 D Restricted Stock Units 2016-01-20 4 A 0 2799 0 A Common Stock 2799 2799 D The stock option vests in three equal annual installments beginning on January 20, 2017. Each restricted stock unit represents a contingent right to receive one share of common stock. The restricted stock units vest in one installment on December 31, 2017, subject to certain conditions related to the CARO's EPS. In order to vest any portion of the restricted stock units, CARO must achieve certain EPS over the two-year period ending December 31, 2017. The participant can earn 50% of the restricted stock units upon CARO achieving a minimum diluted EPS threshold, and 100% of the restricted stock units upon achieving the target CARO diluted EPS threshold. Vested shares, if any, will be delivered to the reporting person by March 31, 2018. /s/Jerry L. Rexroad by Carolina Financial Corpoation 2016-01-22