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 17, 2023, 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, 2023.

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

(c) 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 17, 2023

Dear Shareholder:

As we complete the third quarter of 2023, we are pleased to present you with an update that underscores the strength and stability of our financial position. Your Company has continued to grow in assets and deepen its community ties, reflecting our collective commitment to a prosperous future for all stakeholders.

Over the past year, from September 30, 2022, to September 30, 2023, our assets have increased from $1.04 billion to $1.07 billion. During this period, our loan portfolio has increased by $102 million, which translates to a robust 21% year-over-year growth. This growth has been achieved while steadfastly upholding our strong credit standards. We have not wavered in our commitment to responsible lending, ensuring that the quality of our loan portfolio remains of the highest order.

Our Bank’s capital ratios reflect our strong financial foundation, with a Total Risk Based Capital ratio of 14.23%. This solid capital base positions us well above the regulatory requirements and is indicative of our prudent financial management and forward-looking strategy.

The net income for the first nine months of 2023 is reported at $6.3 million, an increase from the $5.3 million recorded at the same time last year. This equates to $5.9 million in net income available to common shareholders, or $0.82 per share, compared to $4.9 million in net income available to common shareholders, or $0.67 per share, that we reported in 2022 for the same period. This growth in earnings is a clear demonstration of our operational excellence and the effectiveness of our strategic initiatives.

In recognition of our solid performance, the Board of Directors has declared a 2% stock dividend. All shareholders of record on November 7, 2023, will receive the dividend on November 21, 2023. The stock dividend will be paid electronically via book-entry (no stock certificates will be issued). Consistent with prior years, we chose to pay a stock dividend as opposed to cash to provide our shareholders with options to suit their specific financial needs. Shareholders in peak earning years may choose to hold the dividend shares, which defers income, and paying taxes in later years could be at a lower capital gains rate. For our shareholders desiring current income, these new shares can be sold for cash. The stock dividend gives you the flexibility of when to recognize the income and address the tax considerations based on your individual needs.

We move forward with the determination to sustain this momentum, balancing growth with stability and always with an eye on serving the best interests of our communities and stakeholders.

Thank you for your continued trust and partnership. Best wishes to you and your families as we head into the 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.