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): March 1,2023

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 8.01.    Other Events

On March 1, 2023, New Peoples Bankshares, Inc. (the “Company”) issued a press release announcing the board of directors declared a dividend payment of $.06 per share of common stock. The dividend will be payable March 31, 2023 to shareholders of record as of March 15, 2023.

In the same March 1, 2023 press release, the Company announced that its board of directors authorized the continuation of the repurchase of up to 500,000 shares through March 31, 2024. A copy of the press release is attached as Exhibit 99.2 to this report and is incorporated by reference to this Item 8.01.

A copy of the press release is attached as Exhibit 99.1.

Item 9.01.    Financial Statements and Exhibits.

(d)       Exhibits

Exhibit No. Description

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

NEWS RELEASE

NEW PEOPLES BANKSHARES DECLARATION OF DIVIDEND ANDSHARE REPURCHASE PROGRAM EXTENSION

Honaker,Virginia – The board of directors of New Peoples Bankshares, Inc. (the “Company”) (OTCBB: NWPP) the financial holding company of its wholly-owned subsidiary, New Peoples Bank, Inc. (the “Bank”), today announced the declaration of a dividend of $.06 per share payable on March 31, 2023, to shareholders of record as of March 15, 2023.

C. Todd Asbury stated, “We are pleased to announce this cash dividend to our shareholders, which represents a 20% increase from the dividend paid in 2022. Our goal is to provide our shareholders an excellent return in the future as we strive to become the premier bank in Central Appalachia.”

Additionally, the board of directors announced the authorization of an extension of the repurchase of up to 500,000 shares of the Company’s outstanding common stock through March 31, 2024. This is a continuation of the repurchase program originally announced April 28, 2022, which was set to expire March 31, 2023. To the date of this announcement, 82,352 shares have been repurchased at an average price of $2.32 per share, leaving 417,648 shares available for repurchase. Repurchases made through this program will be made through open market purchases or in privately negotiated transactions.

The actual means and timing of any purchases, number of shares and prices or range of prices will be determined by the Company in its discretion and will depend on a number of factors, including the market price of the Company’s common stock, general market and economic conditions, and applicable legal and regulatory requirements. There is no assurance that the Company will purchase any additional shares under this program.

AboutNew Peoples Bankshares, Inc.

New Peoples Bankshares, Inc. is a one-bank financial holding company headquartered in Honaker, Virginia. Its wholly-owned subsidiary provides banking products and services through its 17 branch locations throughout southwest Virginia, eastern Tennessee and southern West Virginia, and a loan production office in western North Carolina. The Company’s common stock is traded over the counter under the trading symbol “NWPP”. Additional investor information can be found on the Company’s website at https://www.newpeoples.bank/Bankshares-About-Us.

Thisnews release contains statements concerning the Company’s expectations, plans, objectives, future financial performance and otherstatements that are not historical facts. These statements may constitute “forward-looking statements” as defined by federalsecurities laws. These statements may address issues that involve estimates and assumptions made by management, risks and uncertainties,and actual results could differ materially from historical results or those anticipated by such statements. Important factors that maycause actual results to differ from projections include: (i) the success or failure of efforts to implement the Company’s businessplan; (ii) any required increase in the Company’ regulatory capital ratios; (iii) satisfying other regulatory requirements thatmay arise from examinations, changes in the law and other similar factors; (iv) deterioration of asset quality; (v) changes in the levelof the Company’s nonperforming assets and charge-offs; (vi) fluctuations of real estate values in the Company’s markets;(vii) the Company’s ability to attract and retain talent; (viii) demographical changes in the Company’s markets which negativelyimpact the local economy; (ix) the uncertain outcome of enacted legislation to stabilize the United States financial system; (x) thesuccessful management of interest rate risk; (xi) the successful management of liquidity; (xii) changes in general economic and businessconditions in the Company’s market area and the United States in general; (xiii) credit risks inherent in making loans such aschanges in a borrower’s ability to repay and the Company’s management of such risks; (xiv) competition with other banks andfinancial institutions, and companies outside of the banking industry, including online lenders and those companies that have substantiallygreater access to capital and other resources; (xv) demand, development and acceptance of new products and services the Company has offeredor may offer; (xvi) the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies ofthe Board of Governors of the Federal Reserve System, inflation, interest rate, market and monetary fluctuations; (xvii) the occurrenceof significant natural disasters, including severe weather conditions, floods, health related issues (including the recent novel coronavirus(COVID-19) outbreak and the associated efforts to limit the spread of the disease), and other catastrophic events; (xviii) technologyutilized by the Company; (xix) the Company’s ability to successfully manage cyber security; (xx) the Company’s reliance onthird-party vendors and correspondent banks; (xxi) changes in generally accepted accounting principles; (xxii) changes in governmentalregulations, tax rates and similar matters; (xxiii) regulatory, economic and other factors affecting the Company’s ability to paydividends; and (xxiii) other risks which may be described in future filings the Company makes with the Securities and Exchange Commission.The Company expressly disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information,future events or otherwise, except as required by law.