CLBH Carolina Bank Holdings Inc.

EXPLANATORY NOTE

This Post-Effective Amendment relates to the Registration Statement on Form S-8 of Carolina Bank Holdings, Inc. (“ CLBH ”), a North Carolina corporation and the holding company for Carolina Bank, filed with the Securities and Exchange Commission (the “ SEC ”) on May 11, 2001 (Registration No. 333-60750) (the “ Registration Statement ”), registering 142,486 shares of common stock, par value $1.00 per share, under the Carolina Bank Holdings, Inc. 1997 Incentive Stock Option Plan and Carolina Bank Holdings, Inc. 1997 Nonqualified Stock Option Plan for Directors

On June 21, 2016, CLBH entered into an Agreement and Plan of Merger and Reorganization (the “ Merger Agreement ”) with First Bancorp (“ First Bancorp ”), a North Carolina corporation and the holding company for First Bank. Effective as of March 3, 2017, CLBH merged with and into First Bancorp, with First Bancorp as the surviving corporation, and Carolina Bank, a North Carolina state-chartered bank, also merged with and into First Bank, a North Carolina state-chartered bank, with First Bank surviving the merger and continuing its corporate existence.

In connection with the merger, CLBH has terminated all offerings of its common stock pursuant to the Registration Statement. In accordance with an undertaking made by CLBH in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, CLBH hereby removes from registration any and all shares of common stock originally reserved under the Carolina Bank Holdings, Inc. 1997 Incentive Stock Option Plan and Carolina Bank Holdings, Inc. 1997 Nonqualified Stock Option Plan for Directors which are unsold as of the date hereof.