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 May 22, 2025, 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 March 31, 2025.

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

May 22, 2025

Dear Shareholder:

As we reflect on the first quarter of 2025, we remain deeply grounded in our mission to serve people first and steward the financial well-being of our communities. The broader banking sector continues to navigate a complex landscape shaped by evolving interest rate dynamics, regulatory scrutiny, and shifting customer expectations. Through it all, your Company remains focused on long-term resilience, responsible growth, and values-driven service.

Community banks like ours continue to prove their relevance and strength. While some financial institutions have faced growing regulatory pressure and margin compression, our local presence and relationship-first model have positioned us to respond with agility and care. We remain committed to local decision-making and tailored financial solutions that reflect the needs and aspirations of the communities we serve.

Financial Performance

During the first quarter, your Company achieved the following key milestones:

• Total assets reached $1.16B, representing a 3% increase from December 31, 2024.
• Deposit growth totaled $29M, reflecting continued relationship development across our core markets.
• Net income for the quarter was $2.6M, compared to $2.4M in Q1 2024.
• Pre-Tax, Pre-Provision Income* for Q1 2025 was $3.6M, compared to $3.0M in Q1 2024, a 19% increase.
• Credit quality remained sound, with 0.06% of total loans as past-due 30+ days or non-accrual compared to FFIEC peer** of 1.12%.

These results speak to the trust you have placed in us and the dedication of our team, who continue to deliver high-touch service in an increasingly digital world.

Positioned for What’s Ahead

We enter the rest of the year with clarity and purpose. Our balance sheet is strong, our capital levels are healthy, and our team is energized by the opportunity to make a difference—one relationship at a time. While economic headwinds may persist, we believe our conservative posture and community-centered strategy will allow us to remain a source of stability and opportunity.

We thank you—our shareholders, customers, associates, and communities—for your continued support. You are the reason we do what we do, and together, we are building a more vibrant and inclusive financial future.

With gratitude,

UWHARRIE CAPITAL CORP

/s/ Roger L. Dick

President and Chief Executive Officer

*Pre-Tax, Pre-Provision Income is a non-GAAP measure. This metric is used by management to measure income from recurring operations.

**Federal Financial Institutions Examination Council report of Uniform Bank Performance Report from Call Report data as of March 31, 2025.

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.