8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Uwharrie Capital Corp

(Exact name of Registrant as Specified in Its Charter)

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 2.02 Results of Operations and Financial Condition.

On August 19, 2024, Uwharrie Capital Corp (the “Registrant”) released a quarterly report to its shareholders that included a letter to the shareholders from President and CEO Roger L. Dick and unaudited financial information for the period ended June 30, 2024.

A copy of this report is attached hereto as Exhibit 99.1 and incorporated by reference herein.

This Current Report on Form 8-K (including information included or incorporated by reference herein) may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements regarding certain of the Registrant’s goals and expectations with respect to earnings, income per share, revenue, expenses and the growth rate in such items, as well as other measures of economic performance, including statements relating to estimates of credit quality trends, and (ii) statements preceded by, followed by or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects,” “outlook” or similar expressions. These statements are based upon the current belief and expectations of the Registrant’s management and are subject to significant risks and uncertainties that are subject to change based on various factors (many of which are beyond the Registrant’s control).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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 thereunto duly authorized.

EX-99.1

Exhibit 99.1

August 19, 2024

Dear Shareholder:

We are pleased to report on the continued growth and development of Uwharrie Capital Corp and its subsidiaries. As of June 30, 2024, our total assets reached $1.1 billion, reflecting an 8.6% growth from June 30, 2023. Our total annualized return on equity improved to 17.6% as of June 30, 2024, up from 16.9% the previous year. Net income available to common shareholders for the six months ending June 30, 2024, was $4.3 million or $0.61 per share, a $419,000 increase over the $3.9 million or $0.54 per share reported for the same period in 2023.

Loan demand remains strong across all sectors of our lending portfolio and markets. Loans grew nearly 20% from June 30, 2023, to June 30, 2024, increasing our loan-to-deposit ratio to 62.5%. This growth has been achieved without compromising our credit standards; our underwriting and lending policies remain as thorough as ever. Our asset quality strength is evident in our low levels of past dues and non-accrual loans.

We continue to grow our core deposit base, allowing us to maintain our cost of funds expense and improve our net interest margin as a percentage of average assets to 3.40%. This is particularly notable as many of our peers are experiencing flat or declining net interest margins. Net interest margin remains the largest contributor to our net income. Other non-interest income sources, such as card services and wealth management, also continue to grow and diversify our earnings base.

New endeavors for our company include relocating our Mount Pleasant branch (Cabarrus County) to a more visible and accessible spot on Hwy 73. The new location, in the heart of Mount Pleasant, promises greater convenience for our customers. While we finalize the plans, we invite you to stay tuned for updates on our innovative, non-traditional branch design.

We are also excited to announce our partnership with Greenlight. This alliance allows us to offer a Uwharrie Bank-branded Greenlight app with a Greenlight Debit Card to families at no cost. Greenlight is a comprehensive money app for families, enabling kids to earn money through chores, set savings goals, and spend wisely. Parents have flexible control over limits and spending locations, receiving real-time notifications of their children's transactions. The app also includes features for setting up different ways for children to earn money, such as completing chores or engaging in gamified learning activities that teach age-appropriate financial lessons. We believe this partnership aligns perfectly with our core values of promoting financial literacy and introduces us to a new generation of customers. To learn more or to sign up for your family, please visit www.Uwharrie.com/Greenlight.

We are halfway through our 40th anniversary celebrations and have enjoyed celebrating our past and building on our future. We invite you to join us at your local branch and follow our journey on social media. We encourage you to keep referring your family and friends to join us as customers and shareholders. Together, we can build upon our 40 years of success and continue to thrive in the future. Your support is invaluable to us as we stay dedicated to making a meaningful impact—delivering a strong return on your investment while enhancing your communities.

Thank you for your continued trust and support.

Sincerely,

UWHARRIE CAPITAL CORP

/s/ Roger L. Dick

President and Chief Executive Officer

This Report may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements regarding certain of the Company's goals and expectations with respect to earnings, income per share, revenue, expenses and the growth rate in such items, as well as other measures of economic performance, including statements relating to estimates of credit quality trends, and (ii) statements preceded by, followed by or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects,” “outlook,” or similar expressions. These statements are based upon the current belief and expectations of the Company‘s management and are subject to significant risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control).

All values are in US Dollars.