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 29, 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 March 31, 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

May 29, 2024

Dear Shareholder:

Our goal is to be a trusted financial partner contributing to the vitality and growth of our areas, ensuring our customers feel supported in their financial journeys and community endeavors. Toward that end, we are pleased to report that as of March 31, 2024, your Company had total assets of $1.10 billion, an increase of $51 million from the previous year. This is supported by a $39 million growth in core deposits. Our impact on the economies of the communities we serve goes beyond the assets that are recorded on our balance sheet. Uwharrie Capital Corp manages an additional $1 billion in off-balance sheet assets through Uwharrie Investment Advisors and Uwharrie Bank Mortgage.

Our loans grew $97 million year-over-year, a 19% growth funded through the expansion of deposits and liquidity reserves. We have accomplished this growth without compromising credit quality. Our strategy is not just about loan and deposit volume. Our focus is on building relationships with the families and businesses that make up our communities.

Net income for the first three months of 2024 was $2.4 million, compared to $2.0 million for the same three-month period in 2023. This equates to $2.2 million in net income available to common shareholders, or $0.31 per share, compared to $1.8 million in net income available to common shareholders, or $0.25 per share, that we reported in 2023 for the same period. This is an annualized return on shareholders’ equity of 18.96%. The key driver of the improvement in earnings year-over-year is directly attributable to the increase in net interest margin and a growth in customer relationships. This growth has continued into 2024, underscoring our strategic focus on deepening customer relationships and effectively managing our balance sheet.

As we celebrate our 40th anniversary, we want to express our heartfelt gratitude for your continued support. We invite you to join the festivities at our branch events and to follow our journey on social media. We hope that you will continue to refer your family and friends to become customers and shareholders with you. Together we can continue to build on the success of the last 40 years and continue to thrive going forward. We deeply value your support as we remain committed to making a meaningful difference…earning a good return on your investment while improving our community.

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.