X0306 4 2020-05-01 1 0000870385 CAROLINA FINANCIAL CORP CARO 0001189784 REXROAD JERRY L 288 MEETING STREET CHARLESTON SC 29401 1 1 0 0 President and CEO Common Stock 2020-05-01 4 M 0 4449 16.56 A 249028 D Common Stock 2020-05-01 4 F 0 4276 D 244752 D Common Stock 2020-05-01 4 D 0 4949 D 239803 D Common Stock 2020-05-01 4 D 0 239803 D 0 D Common Stock 2020-05-01 4 D 0 11040 D 0 I By Spouse Option to Purchase Common Stock 4.1667 2020-05-01 4 D 0 78902 24.8233 D 2023-04-25 Common Stock 78902 0 D Option to Purchase Common Stock 11.5833 2020-05-01 4 D 0 24590 17.4067 D 2025-01-21 Common Stock 24590 0 D Option to Purchase Common Stock 16.56 2020-05-01 4 D 0 16613 16.32 D 2026-01-20 Common Stock 16613 0 D Option to Purchase Common Stock 16.83 2020-05-01 4 D 0 4000 D 2026-03-16 Common Stock 4000 0 D Option to Purchase Common Stock 30.9 2020-05-01 4 D 0 8441 D 2027-02-15 Common Stock 8441 0 D Restricted Stock Units 2020-05-01 4 D 0 4960 D Common Stock 4960 0 D Restricted Stock Units 2020-05-01 4 D 0 2480 D Common Stock 2480 0 D Disposed of in accordance with the Agreement and Plan of Merger, dated as of November 17, 2019 (the "Merger Agreement"), by and between Carolina Financial Corporation and United Bancshares, Inc., pursuant to which Carolina Financial Corporation was merged with and into United Bancshares, Inc., effective May 1, 2020 (the "Merger"). On May 1, 2020, the effective date of the Merger, each issued and outstanding share of Carolina Financial Corporation common stock was converted into the right to receive 1.13 shares of United Bancshares, Inc. common stock (subject to the payment of cash in lieu of fractional shares) (the "Merger Consideration"). As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Carolina Financial Corporation common stock. In accordance with the Merger Agreement and at the election of the reporting person, these options were cancelled in the merger in exchange for a cash payment in the amount indicated, representing the difference between the exercise price of the option and $28.99 per share, the market value of the underlying Carolina Financial Corporation common stock calculated in accordance with the provisions of the Merger Agreement, net of shares withheld by the issuer at the direction of the reporting person to cover payment of the exercise price and tax liabilities incident to the vesting of the options in accordance with Rule 16b-3. With respect to the options having an exercise price of $16.56 and an expiration date of January 20, 2026, 4,449 shares were issued to the reporting person following the withholding of shares by the issuer to cover payment of the exercise price and tax liabilities incident to the vesting of the options. Pursuant to the Merger Agreement, at the effective time of the Merger, each stock option not cashed out at the election of the reporting person, was converted into the right to acquire shares of United Bancshares, Inc. common stock, as adjusted to reflect the exchange ratio of 1.13. Represents restricted stock units previously granted to the reporting person. In accordance with the Merger Agreement and at the election of the reporting person, these restricted stock units were cancelled in the merger in exchange for payment in cash equal to the product of (x) $28.99 per share, the market value of the underlying Carolina Financial Corporation common stock calculated in accordance with the provisions of the Merger Agreement and (y) the number of restricted stock units subject to the award, assuming performance achieved at the maximum level, net of shares withheld by the issuer at the direction of the reporting person to cover payment of tax liabilities incident to the vesting of the restricted stock units in accordance with Rule 16b-3. Represents shares of restricted stock previously granted to the reporting person. In accordance with the Merger Agreement and at the election of the reporting person, 4,949 restricted shares were cancelled in the merger in exchange for payment in cash equal to the product of (x) $28.99 per share, the market value of the underlying Carolina Financial Corporation common stock calculated in accordance with the provisions of the Merger Agreement and (y) the number of restricted shares subject to the award, and 4,276 restricted shares were withheld by the issuer at the direction of the reporting person to cover payment of tax liabilities incident to the vesting of the restricted shares in accordance with Rule 16b-3. /s/Jerry L. Rexroad 2020-05-05