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 November 8, 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 September 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

November 8, 2024

Dear Shareholder:

In 2024, we are proudly celebrating our 40th year of operation. Throughout our history, we have likened our organization's growth and development to that of an individual. From navigating the "terrible twos" and the volatile teenage years, through the challenges of young adulthood, we have now reached a stage of maturity at 40. Our financial results this year reflect this organizational maturity, as we experience one of the best growth and performance periods in our history.

As of September 30, 2024, our assets have grown to $1.2 billion, an increase of $111 million, representing a 10% growth compared to the same period in 2023. Our loan portfolio expanded by $68 million, funded with core deposit growth of $88 million compared to September 30, 2023. Net income for the nine-month period ending September 30, 2024 rose to $7.6 million, up from $6.3 million for the same nine-month period in 2023. This performance reflects a return on equity (ROE) of 17%, underscoring the strength and maturity of our institution.

While these financial metrics are impressive, our true measure of success lies in the number of families and businesses we have helped to grow and thrive. Our longstanding commitment to making a difference is evident in the new homes and jobs we have helped create, driving positive change on the main streets of the communities we serve.

We remain steadfast in our founding mission to prioritize service to our customers and communities over the bottom line, believing that great organizations achieve success through a focus on values. It is this commitment to our core principles that continues to yield strong financial results.

In recognition of our performance, the Board of Directors has declared a 2% stock dividend. Shareholders of record as of October 28, 2024, will receive the dividend on November 18, 2024. The dividend will be distributed electronically via book-entry (no stock certificates will be issued). As in prior years, this stock dividend provides flexibility: shareholders may retain the shares to potentially defer income recognition or sell them to meet current financial needs.

We look to the future with optimism, committed to sustaining our momentum by balancing growth with stability while serving the best interests of our communities and stakeholders.

Thank you for your continued trust and partnership. Wishing you and your families a joyous holiday season.

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.