UWHR 10-K Fiscal year ended Dec. 31, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31 , 2024

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

COMMISSION FILE NUMBER 000-22062

UWHARRIE CAPITAL CORP

(Exact name of registrant as specified in its charter)

North Carolina		56-1814206
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
132 NORTH FIRST STREET
ALBEMARLE , North Carolina		28001
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone number, including area code: ( 704 ) 983-6181

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
NONE

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, PAR VALUE $1.25 PER SHARE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quart er. $ 52,463,888.00 .

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date: 7,077,941 shares of common stock outstanding as of March 3, 2025.

Documents Incorporated by Reference.

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FORM 10-K CROSS REFERENCE INDEX

As indicated below, portions of the Registrant’s definitive Proxy Statement for the 2025 Annual Meeting of Shareholders, which the Registrant plans to file with the Securities and Exchange Commission subsequent to the date hereof, are incorporated by reference into Part III of this report.

					Page
Part I
Item 1.		Business			1
Item 1A.		Risk Factors			12
Item 1B.		Unresolved Staff Comments			12
Item 1C.		Cybersecurity			12
Item 2.		Properties			14
Item 3.		Legal Proceedings			14
Item 4.		Mine Safety Disclosures			14
Part II
Item 5.		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			15
Item 6.		[Reserved]			15
Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			16
Item 7A.		Quantitative and Qualitative Disclosures about Market Risk			28
Item 8.		Financial Statements and Supplementary Data			28
Item 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			72
Item 9A.		Controls and Procedures			72
Item 9B.		Other Information			72
Item 9C.		Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			72
Part III
Item 10.		Directors, Executive Officers and Corporate Governance			73
Item 11.		Executive Compensation			73
Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			73
Item 13.		Certain Relationships and Related Transactions, and Director Independence			73
Item 14.		Principal Accountant Fees and Services			73
Part IV
Item 15.		Exhibit and Financial Statement Schedules			74
Item 16.		Form 10-K Summary			76

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PART I

Item 1. B usiness.

Uwharrie Capital Corp (the “Company”) is a North Carolina business corporation and registered bank holding company. The Company was incorporated on February 24, 1993 to become the bank holding company for Uwharrie Bank (the “Bank”), a North Carolina commercial bank, originally chartered on September 28, 1983 as Bank of Stanly, and its three wholly owned subsidiaries, The Strategic Alliance Corporation (“Strategic Alliance”), BOS Agency, Inc. (“BOS Agency”) and Gateway Mortgage, Inc., a mortgage brokerage company acquired in August 2000. The Company also owns two non-bank subsidiaries, Uwharrie Investment Advisors, Inc., formerly known as Strategic Investment Advisors, Inc., formed in 1999, and Uwharrie Mortgage, Inc., formed in 2004.

On January 19, 2000, the Company completed its acquisition of Anson Bancorp, Inc. and its subsidiary, Anson Savings Bank. The savings bank retained its North Carolina savings bank charter and became a wholly owned subsidiary of the Company until September 1, 2013 when it was merged with and into the Bank.

During 2002, the Company expanded its service area into the Cabarrus County market. On April 10, 2003 the Company capitalized a new wholly owned subsidiary bank, Cabarrus Bank & Trust Company. As of that date, Cabarrus Bank & Trust Company purchased two Cabarrus County branch offices of the Bank, formerly known as Bank of Stanly, in order to commence operations. Cabarrus Bank & Trust Company was merged with and into the Bank, effective September 1, 2013.

The Company and its subsidiaries conduct their operations in Stanly County, Anson County, Cabarrus County, Randolph County and Mecklenburg County, North Carolina. The Company is community-oriented, emphasizing the well-being of the people in its region above financial gain in directing its corporate decisions. In order to best serve its communities, the Company believes it must remain a strong, viable, independent financial institution. This means that the Company must evolve with today’s quickly changing financial services industry. Beginning with its inception in 1993, the Company implemented its current strategy to remain a strong, independent community financial institution that is competitive with larger institutions and allows its service area to enjoy the benefits of a local financial institution and the strength its capital investment provides the community. This strategy consists of developing and expanding the Company’s technological capabilities while recruiting and maintaining a workforce sensitive to the financial services needs of its customers. This strategy has provided the Company with the capacity to grow and leverage the cost of delivering competitive services.

At December 31, 2024, the Company and related subsidiaries had 173 full-time and 20 part-time employees.

Business of the Bank

The Bank is a North Carolina chartered commercial bank, which was incorporated in 1983 and which commenced banking operations as Bank of Stanly on January 26, 1984. Its main banking office is located at 167 North Second Street, Albemarle, North Carolina, and it operates nine other banking offices and three loan production offices in Stanly County, Anson County, Cabarrus County, Randolph County and Mecklenburg County, North Carolina. The Bank is the only commercial bank headquartered in Stanly County.

Its operations are primarily retail-oriented and directed to individuals and small to medium-sized businesses located in its market area, and its deposits and loans are derived primarily from customers in its geographical market. The Bank provides traditional commercial and consumer banking services, including personal and commercial checking and savings accounts, money market accounts, certificates of deposit, individual retirement accounts, and related business and individual banking services. The Bank’s lending activities include commercial loans and various consumer-type loans to individuals, including installment loans, mortgage loans, equity lines of credit and overdraft checking credit. The Bank also offers internet banking, mobile banking, 24-hour telephone banking, and issues Visa ® check cards, an electronic banking card, which functions as a point-of-sale card and allows cardholders to access their deposit accounts at the Bank’s ten branches and at most automated teller machines of other banks linked to the STAR ® or CIRRUS ® networks. The Bank offers credit cards under license from MasterCard ®. The Bank does not presently provide the services of a trust department.

Non-Bank Subsidiaries

The Bank has three wholly owned subsidiaries, BOS Agency, Strategic Alliance and Gateway Mortgage, Inc. BOS Agency was formed during 1987 and engages in the sale of various insurance products, including fixed annuities, life insurance, long-term care, disability insurance and Medicare supplements. Strategic Alliance was formed during 1989 as BOS Financial Corporation and, in 1993, adopted its current name. It is registered with the Securities and Exchange Commission (the “SEC”) and licensed by the

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Financial Industry Regulatory Authority (“FINRA”) as a securities broker-dealer. Gateway Mortgage, Inc. is a mortgage brokerage company, acquired by the Bank in 2000.

The Company has two non-bank subsidiaries. Uwharrie Investment Advisors, Inc., which is registered as an investment advisor with the SEC, began operations on April 1, 1999 and provides portfolio management services to customers in the Charlotte Metropolitan and Uwharrie Lakes Regions. The Company established Uwharrie Mortgage, Inc., a subsidiary to serve in the capacity of trustee and substitute trustee under deeds of trust, in 2004.

Competition

Commercial banking in North Carolina is extremely competitive, due in large part to early adoption of statewide and interstate branching laws. The Company encounters significant competition from a number of sources, including other bank holding companies, commercial banks, credit unions, and other financial institutions and financial intermediaries, including financial technology companies.

Among commercial banks, the Bank competes in its market areas with some of the largest banking organizations operating in the state, several of which have numerous branches in North Carolina and billions of dollars in assets. Consequently, some competitors have substantially higher lending limits due to their greater total capitalization, and may perform functions for their customers that the Company currently does not offer. The Company could encounter increased competition in the future, from existing or new competitors that may limit its ability to maintain or increase its market share or otherwise materially and adversely affect its business, results of operations and financial condition.

The Bank depends on its reputation as a community bank in its local market, direct customer contact, its ability to make credit and other business decisions locally, and personalized service to counter these competitive disadvantages.

Exposure to Local Economic Conditions

The Company’s success is dependent to a significant extent upon economic conditions in Stanly, Anson, Cabarrus, Randolph and Mecklenburg Counties, and more generally, in the Charlotte Metropolitan and Uwharrie Lakes Regions. In addition, the banking industry in general is affected by economic conditions such as inflation, recession, unemployment and other factors beyond the Company’s control. Economic recession over a prolonged period or other economic dislocation in the Charlotte Metropolitan and Uwharrie Lakes Regions could cause increases in non-performing assets and impair the values of real estate collateral, thereby causing operating losses, diminishing liquidity and eroding capital. Although management believes its loan policy and review process results in sound and consistent credit decisions on its loans, there can be no assurance that future adverse changes in the economy in the Company’s market area would not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Impact of Technological Advances; Upgrade to Company’s Infrastructure

The banking industry is undergoing, and management believes it will continue to undergo, technological changes with frequent introductions of new technology-driven products and services. In addition to improving customer services, the effective use of technology increases efficiency and enables financial institutions to reduce costs. The Company’s future success will depend, in part, on its ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands for convenience as well as enhance efficiencies in the Company’s operations. Management believes that keeping pace with technological advances is critical for the Company in light of its strategy to continue its sustained pace of growth. As a result, the Company intends to continue to upgrade its internal systems, both through the efficient use of technology and by strengthening its policies and procedures. The Company also currently anticipates that it will evaluate opportunities to expand its array of technology-based products to its customers from time to time in the future.

Available Information

The Company makes its periodic and current reports available, free of charge, on or through its website, www.uwharrie.com, as soon as practicable after such material is electronically filed with, or furnished to, the SEC. In addition, the public may read and copy any materials filed with the SEC free of charge at the SEC’s website, www.sec.gov, that contains reports, proxy information statements and other information regarding issuers that file electronically.

Except as otherwise expressly stated, the information contained on our website or available by hyperlink from our website is not part of this report and is not incorporated by reference into this report or any other documents we file with, or furnish to, the SEC.

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Federal Bank Holding Company Regulation and Structure

As a registered bank holding company, the Company is subject to regulation under the Bank Holding Company Act of 1956 (the “BHCA”) and to the supervision, examination and reporting requirements of the Federal Reserve System. The Bank has a North Carolina commercial bank charter and is subject to regulation, supervision and examination by the Federal Reserve and the North Carolina Commissioner of Banks (“NCCOB”).

The BHCA requires every bank holding company to obtain the prior approval of the Federal Reserve before:

The BHCA further provides that the Federal Reserve may not approve any transaction that would result in a monopoly or that would substantially lessen competition in the banking business, unless the public interest in meeting the needs of the communities to be served outweighs the anti-competitive effects. The Federal Reserve is also required to consider the financial and managerial resources and future prospects of the bank holding companies and banks involved and the convenience and needs of the communities to be served. Consideration of financial resources generally focuses on capital adequacy, and consideration of convenience and needs issues focuses, in part, on the performance under the Community Reinvestment Act of 1977, both of which are discussed elsewhere in more detail.

Subject to various exceptions, the BHCA and the Change in Bank Control Act, together with related regulations, require Federal Reserve approval prior to any person or company acquiring “control” of a bank holding company. Control is conclusively presumed to exist if a person or company acquires 25% or more of any class of voting securities of a bank holding company. Control is also presumed to exist, although rebuttable, if a person or company acquires 10% or more, but less than 25%, of any class of voting securities and either:

The Company’s common stock is registered under Section 12 of the Exchange Act. Federal Reserve regulations provide a procedure for challenging rebuttable presumptions of control.

The BHCA generally prohibits a bank holding company from engaging in activities other than banking, managing or controlling banks or other permissible subsidiaries, and acquiring or retaining direct or indirect control of any company engaged in any activities other than activities closely related to banking or managing or controlling banks. In determining whether a particular activity is permissible, the Federal Reserve considers whether performing the activity can be expected to produce benefits to the public that outweigh possible adverse effects, such as undue concentration of resources, decreased or unfair competition, conflicts of interest or unsound banking practices. The Federal Reserve has the power to order a bank holding company or its subsidiaries to terminate any activity or control of any subsidiary when the continuation of the activity or control constitutes a serious risk to the financial safety, soundness or stability of any bank subsidiary of that bank holding company.

Under the BHCA, a bank holding company may file an election with the Federal Reserve to be treated as a financial holding company and engage in an expanded list of financial activities. The election must be accompanied by a certification that all of the company’s insured depository institution subsidiaries are “well capitalized” and “well managed.” Additionally, the Community Reinvestment Act of 1977 rating of each subsidiary bank must be satisfactory or better. If, after becoming a financial holding company and undertaking activities not permissible for a bank holding company, the company fails to continue to meet any of the prerequisites for financial holding company status, the company must enter into an agreement with the Federal Reserve to comply with all applicable capital and management requirements. If the company does not return to compliance within 180 days, the Federal Reserve may order the company to divest its subsidiary banks or the company may discontinue or divest investments in companies engaged in activities permissible only for a bank holding company that has elected to be treated as a financial holding company. The Company has not filed an election to become a financial holding company.

Under Federal Reserve policy and as has been codified by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, the Company is expected to act as a source of financial strength for the Bank and to commit resources to

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support the Bank. This support may be required at times when the Company might not be inclined to provide it. In addition, any capital loans made by the Company to the Bank will be repaid only after the Bank’s deposits and various other obligations are repaid in full.

The Bank is also subject to numerous state and federal statutes and regulations that affect its business, activities and operations and is supervised and examined by state and federal bank regulatory agencies. The Federal Reserve and the NCCOB regularly examine the operations of the Bank and are given the authority to approve or disapprove mergers, consolidations, the establishment of branches and similar corporate actions. These agencies also have the power to prevent the continuance or development of unsafe or unsound banking practices or other violations of law.

Bank Merger Act

Section 18(c) of the Federal Deposit Insurance Act, popularly known as the “Bank Merger Act,” requires the prior written approval of the federal banking regulators before any bank may (i) merge or consolidate with, (ii) purchase or otherwise acquire the assets of, or (iii) assume the deposit liabilities of, another bank if the resulting institution is to be a state nonmember bank.

The Bank Merger Act prohibits approval of any proposed merger transaction that would result in a monopoly, or would further a combination or conspiracy to monopolize or to attempt to monopolize the business of banking in any part of the United States. Similarly, the Bank Merger Act prohibits the approval of a proposed merger transaction whose effect in any section of the country may be substantially to lessen competition, or to tend to create a monopoly, or which in any other manner would be in restraint of trade. An exception may be made in the case of a merger transaction whose effect would be to substantially lessen competition, tend to create a monopoly, or otherwise restrain trade, if federal regulators find that the anticompetitive effects of the proposed transaction are clearly outweighed in the public interest by the probable effect of the transaction in meeting the convenience and needs of the community to be served.

In every proposed merger transaction, federal banking regulators must also consider the financial and managerial resources and future prospects of the existing and proposed institutions, the convenience and needs of the community to be served, and the effectiveness of each insured depository institution involved in the proposed merger transaction in combating money-laundering activities, including in overseas branches.

State Law

The Bank is subject to extensive supervision and regulation by the NCCOB. The NCCOB oversees state laws that set specific requirements for bank capital and that regulate deposits in, and loans and investments by, banks, including the amounts, types, and in some cases, rates. The NCCOB supervises and performs periodic examinations of North Carolina-chartered banks to assure compliance with state banking statutes and regulations, and banks are required to make regular reports to the NCCOB describing in detail their resources, assets, liabilities, and financial condition. Among other things, the NCCOB regulates mergers and consolidations of North Carolina state-chartered banks, capital requirements for banks, the payment of dividends, loans to officers and directors, record keeping, types and amounts of loans and investments, and the establishment, relocation, and closing of branches.

The NCCOB has extensive enforcement authority over North Carolina banks. Such authority includes the ability to issue cease-and-desist orders and to seek civil money penalties. The NCCOB may also take possession of a North Carolina bank in various circumstances, including for a violation of its charter or of applicable laws, operating in an unsafe and unsound manner, or as a result of an impairment of its capital, and may appoint a receiver.

The Company is also required to maintain registration as a bank holding company with the NCCOB. Subject to certain exceptions, the Company may not acquire control over another bank or bank holding company or consummate a merger or other combination transaction with another company without the prior approval of the NCCOB. The NCCOB also has authority to assert civil money penalties against a holding company if the NCCOB determines such holding company to be in violation of any banking laws and the holding company fails to comply with an NCCOB order to cease and desist from such violations of law.

The primary state banking laws to which the Bank is subject are set forth in Chapters 53 and 53C of the North Carolina General Statutes. Certain provisions of the North Carolina Business Corporation Act are also applicable to the Bank, as a North Carolina banking corporation.

Payment of Dividends and Other Restrictions

The Company is a legal entity separate and distinct from the bank it owns. While there are various legal and regulatory limitations under federal and state law on the extent to which banks can pay dividends or otherwise supply funds to holding

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companies, the principal source of cash revenues for the Company is dividends from the Bank. The relevant federal and state regulatory agencies have authority to prohibit a state bank or bank holding company, which would include Uwharrie Capital Corp and the Bank, from engaging in what, in the opinion of such regulatory body, constitutes an unsafe or unsound practice in conducting its business. The payment of dividends could, depending upon the financial condition of a bank, be deemed to constitute an unsafe or unsound practice in conducting its business.

North Carolina commercial banks, such as the Bank, are subject to legal limitations on the amounts of dividends they are permitted to pay. Specifically, an insured depository institution, such as the Bank, is prohibited from making capital distributions, including the payment of dividends, if, after making such distribution, the institution would become “undercapitalized” (as such term is defined in the applicable law and regulations).

The Federal Reserve has issued a policy statement on the payment of cash dividends by bank holding companies, which expresses the Federal Reserve’s view that a bank holding company should pay cash dividends only to the extent that the holding company’s net income for the past year is sufficient to cover both the cash dividends and a rate of earning retention that is consistent with the holding company’s capital needs, asset quality and overall financial condition. The Federal Reserve also indicated that it would be inappropriate for a holding company experiencing serious financial problems to borrow funds to pay dividends. Furthermore, under the prompt corrective action regulations adopted by the Federal Reserve, the Federal Reserve may prohibit a bank holding company from paying any dividends if any of the holding company’s bank subsidiaries are classified as undercapitalized.

A bank holding company is required to give the Federal Reserve prior written notice of any purchase or redemption of its outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of its consolidated net worth. The Federal Reserve may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe or unsound practice or would violate any law, regulation, Federal Reserve order or any condition imposed by, or written agreement with, the Federal Reserve.

Under the Inflation Reduction Act of 2022, there is a 1% excise tax on the fair market value of stock repurchased after December 31, 2022 by publicly traded U.S. corporations. With certain exceptions, the value of stock repurchased is determined net of stock issued in the year, including shares issued pursuant to compensatory arrangements.

Capital Adequacy

The Bank must comply with the Federal Reserve’s established capital adequacy standards. The Federal Reserve has promulgated two basic measures of capital adequacy: a risk-based measure and a leverage measure. Banks and bank holding companies must satisfy all applicable capital standards to be considered in compliance. Pursuant to the Federal Reserve’s Small Bank Holding Company Policy Statement, the Company is exempt from the Federal Reserve’s risk-based capital and leverage rules.

The risk-based capital standards are designed to make regulatory capital requirements sensitive to differences in risk profile among banks and bank holding companies, account for off-balance-sheet exposure and minimize disincentives for holding liquid assets.

Assets and off-balance-sheet items are assigned to broad risk categories, each with appropriate weights. The resulting capital ratios represent capital as a percentage of total risk-weighted assets and off-balance-sheet items. The minimum guideline for the ratio of total capital to risk-weighted assets is 8%. At least half of total capital must be Tier 1 Capital, which is common stock, undivided profits, minority interests in the equity accounts of consolidated subsidiaries and noncumulative perpetual preferred stock, less goodwill and certain other intangible assets. The remainder may consist of Tier 2 Capital, which is subordinated debt, other preferred stock and a limited amount of loan loss reserves. The Company’s accumulated other comprehensive income or loss, resulting from unrealized gains and losses, net of income tax, on investment securities available for sale, is excluded from regulatory capital.

At December 31, 2024 the Bank’s total risk-based capital ratio and its Tier 1 risk-based capital ratio were 13.97% and 13.22%, respectively. The Bank has not been advised by any federal banking agency of any additional specific minimum capital ratio requirement applicable to it.

In addition, the Federal Reserve has established minimum leverage ratio guidelines for bank holding companies. These guidelines provide for a minimum ratio of Tier 1 Capital to average assets, less goodwill and certain other intangible assets, of 3% for bank holding companies that meet specified criteria. All other bank holding companies generally are required to maintain a minimum leverage ratio of 4%. The Company’s ratio at December 31, 2024 was 7.09%, compared to 6.93% at December 31, 2023. The guidelines also provide that bank holding companies experiencing internal growth or making acquisitions will be expected to maintain

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strong capital positions substantially above the minimum supervisory levels without significant reliance on intangible assets. Furthermore, the Federal Reserve has indicated that it will consider a “tangible Tier 1 Capital leverage ratio” and other indications of capital strength in evaluating proposals for expansion or new activities. The Federal Reserve has not advised us of any additional specific minimum leverage ratio or tangible Tier 1 Capital leverage ratio applicable to the Company.

Failure to meet capital guidelines could subject a bank to a variety of enforcement remedies, including issuance of a capital directive, the termination of deposit insurance by the Federal Deposit Insurance Corporation (“FDIC”), a prohibition on taking brokered deposits and certain other restrictions on its business. As described below, federal banking regulators can impose substantial additional restrictions upon FDIC-insured depository institutions that fail to meet applicable capital requirements.

The Federal Deposit Insurance Act, or FDI Act, requires the federal regulatory agencies to take “prompt corrective action” if a depository institution does not meet minimum capital requirements. The FDI Act establishes five capital tiers: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized.” A depository institution’s capital tier will depend upon how its capital levels compare to various relevant capital measures and certain other factors, as established by regulation.

The federal bank regulatory agencies have adopted regulations establishing relevant capital measures and relevant capital levels applicable to FDIC-insured banks. The relevant capital measures are the Total Risk-Based Capital ratio, Tier 1 Risk-Based Capital ratio and the leverage ratio. Under the regulations, an FDIC-insured bank will be:

An institution may be downgraded to, or deemed to be in, a capital category that is lower than is indicated by its capital ratios if it is determined to be in an unsafe or unsound condition or if it receives an unsatisfactory examination rating with respect to certain matters. As of December 31, 2024, the Bank had capital levels that qualify as “well capitalized” under such regulations.

The FDI Act generally prohibits an FDIC-insured bank from making a capital distribution (including payment of a dividend) or paying any management fee to its holding company if the bank would thereafter be “undercapitalized.” “Undercapitalized” banks are subject to growth limitations and are required to submit a capital restoration plan. The federal regulators may not accept a capital plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the bank’s capital. In addition, for a capital restoration plan to be acceptable, the bank’s parent holding company must guarantee that the institution will comply with such capital restoration plan. The aggregate liability of the parent holding company is limited to the lesser of: (i) an amount equal to 5% of the bank’s total assets at the time it became “undercapitalized”; and (ii) the amount which is necessary (or would have been necessary) to bring the institution into compliance with all capital standards applicable with respect to such institution as of the time it fails to comply with the plan. If a bank fails to submit an acceptable plan, it is treated as if it is “significantly undercapitalized.”

“Significantly undercapitalized” insured banks may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become “adequately capitalized,” requirements to reduce total assets, cease receipt of deposits from correspondent banks, or dismiss directors or officers, and restrictions on interest rates paid on deposits, compensation of executive officers, and capital distributions by the parent holding company. “Critically undercapitalized” institutions are subject to the appointment of a receiver or conservator, may not make any payment of principal or interest on certain subordinated debt, extend credit for a highly leveraged transaction, or enter into any material transaction outside the ordinary course of business. A bank that is not “well capitalized” is also subject to certain limitations relating to brokered deposits.

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The regulatory capital framework under which the Company and the Bank operate has changed in significant respects as a result of the Dodd-Frank Act and other regulations, including the separate regulatory capital requirements put forth by the Basel Committee on Banking Supervision, commonly known “Basel III.”

The Federal Reserve, FDIC and Office of the Comptroller of the Currency have established an integrated regulatory capital framework that implements the Basel III regulatory capital requirements and certain provisions of the Dodd-Frank Act.

The major provisions of the rule applicable to us are:

Compliance by the Company and the Bank with these capital requirements affects their respective operations by increasing the amount of capital required to conduct operations.

In 2019, the federal banking agencies released a final rule amending the U.S. Basel III capital rules to simplify the capital treatment of capital deductions and recognition of minority interests for banking organizations such as the Registrant that are not subject to the advanced approaches capital rule. The final rule:

Community Bank Leverage Ratio . As discussed below, in 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act (“EGRRCPA”) became law, which directed the federal banking agencies (which includes the FDIC, Federal Reserve Board, and Office of the Comptroller of the Currency, or OCC) to develop a community bank leverage ratio (“CBLR”) of not less than 8 percent and not more than 10 percent for qualifying community banking organizations. EGRRCPA defines a qualifying community banking organization as a depository institution or depository institution holding company with total consolidated assets of less than $10 billion, which would include the Company and its banking subsidiary. A qualifying community banking organization that exceeds the CBLR level established by the agencies is considered to have met: (i) the generally applicable leverage and risk-based capital

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requirements under the agencies’ capital rule; (ii) the capital ratio requirements in order to be considered well capitalized under the agencies’ PCA framework (in the case of insured depository institutions); and (iii) any other applicable capital or leverage requirements. Section 201 of EGRRCPA defines the CBLR as the ratio of a banking organization’s CBLR tangible equity to its average total consolidated assets, both as reported on the banking organization’s applicable regulatory filing.

The federal bank regulatory agencies have set the minimum required CBLR at 9%. Under the final rule, a qualifying community banking organization may elect to use the CBLR framework if its CBLR is greater than 9 percent. A qualifying community banking organization that has chosen the proposed framework is not required to calculate the existing risk-based and leverage capital requirements. A bank is also considered to have met the capital ratio requirements to be well capitalized for the agencies' prompt corrective action rules provided it has a CBLR greater than 9 percent. We have not elected to implement the CBLR framework at this time.

Acquisitions

The Company must comply with numerous laws related to any potential acquisition activity. Under the BHCA, a bank holding company may not directly or indirectly acquire ownership or control of more than 5% of the voting shares or substantially all of the assets of any bank or merge or consolidate with another bank holding company without the prior approval of the Federal Reserve. The acquisition of non-banking companies is also regulated by the Federal Reserve. Current federal law authorizes interstate acquisitions of banks and bank holding companies without geographic limitation. Furthermore, a bank headquartered in one state is authorized to merge with a bank headquartered in another state, as long as neither of the states has opted out of such interstate merger authority prior to such date, and subject to any state requirement that the target bank shall have been in existence and operating for a minimum period of time, not to exceed five years, and to certain deposit market-share limitations. After a bank has established branches in a state through an interstate merger transaction, the bank may establish and acquire additional branches at any location in the state where a bank headquartered in that state could have established or acquired branches under applicable federal or state law. Additionally, under the Dodd-Frank Act, banks are permitted to open a de novo branch in any state if that state would permit a bank organized in that state to open a branch.

Restrictions on Affiliate Transactions

Sections 23A and 23B of the Federal Reserve Act establish parameters for a bank to conduct “covered transactions” with its affiliates, with the objective of limiting risk to the insured bank. Generally, Sections 23A and 23B (i) limit the extent to which the bank or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10% of such bank’s capital stock and surplus, and limit the aggregate of all such transactions with all affiliates to an amount equal to 20% of such capital stock and surplus and (ii) require that all such transactions be on terms substantially the same, or at least as favorable, to the bank or subsidiary as those that would be provided to a non-affiliate. The term “covered transaction” includes the making of loans to the affiliate, purchase of assets from the affiliate, issuance of a guaranty on behalf of the affiliate and several other types of transactions.

Under the Dodd-Frank Act, restrictions on transactions with affiliates are enhanced by (i) including among “covered transactions” transactions between bank and affiliate-advised investment funds; (ii) including among “covered transactions” transactions between a bank and an affiliate with respect to securities repurchase agreements and derivatives transactions; (iii) adopting stricter collateral rules; and (iv) imposing tighter restrictions on transactions between banks and their financial subsidiaries.

FDIC Insurance Assessments

Assessments are paid by each Deposit Insurance Fund (DIF) member institution. Assessments are based on the average consolidated total assets less tangible equity of a financial institution. The assessment rates for an insured depository institution vary according to the level of risk incurred in its activities, which for established small institutions like the Bank (i.e., those institutions with less than $10 billion in assets and insured for five years or more), is generally determined by reference to the institution’s supervisory ratings. The assessment rate schedule can change from time to time, at the discretion of the FDIC, subject to certain limits. In October 2022, the FDIC adopted a final rule to increase the initial base deposit insurance assessment rate schedules uniformly by 2 basis points beginning with the first quarterly assessment period of 2023. The increased assessment is expected to improve the likelihood that the DIF reserve ratio would reach the statutory minimum of 1.35% by the statutory deadline prescribed under the FDIC’s amended restoration plan.

The Bank’s insurance assessments during 2024 and 2023 were $543,000 and $424,000, respectively.

The FDIC may terminate insurance of deposits upon a finding that an institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC.

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The FDIC has authority to increase deposit insurance assessments. A significant increase in insurance premiums would likely have an adverse effect on the operating expenses and results of operations of the Company and the Bank. Management cannot predict what insurance assessment rates will be in the future.

Community Reinvestment Act

The Community Reinvestment Act requires federal bank regulatory agencies to encourage financial institutions to meet the credit needs of low and moderate-income borrowers in their local communities. An institution’s size and business strategy determines the type of examination that it will receive. Large, retail-oriented institutions are examined using a performance-based lending, investment and service test. Small institutions are examined using a streamlined approach. All institutions may opt to be evaluated under a strategic plan formulated with community input and pre-approved by the bank regulatory agency.

The Community Reinvestment Act regulations provide for certain disclosure obligations. Each institution must post a notice advising the public of its right to comment to the institution and its regulator on the institution’s Community Reinvestment Act performance and to review the institution’s Community Reinvestment Act public file. Each lending institution must maintain for public inspection a file that includes a listing of branch locations and services, a summary of lending activity, a map of its communities and any written comments from the public on its performance in meeting community credit needs. The Community Reinvestment Act requires public disclosure of a financial institution’s written Community Reinvestment Act evaluations. This promotes enforcement of Community Reinvestment Act requirements by providing the public with the status of a particular institution’s community reinvestment record.

Community Reinvestment Act agreements with private parties must be disclosed and annual Community Reinvestment Act reports must be made available to a bank’s primary federal regulator. A bank holding company will not be permitted to become a financial holding company and no new activities authorized under the Gramm-Leach-Bliley Act may be commenced by a holding company or by a bank financial subsidiary if any of its bank subsidiaries received less than a satisfactory Community Reinvestment Act rating in its latest Community Reinvestment Act examination. The Bank received a “Satisfactory” rating in its last CRA examination, which was conducted as of March 31, 2024.

The Federal Reserve is considering changes to the regulations under the Community Reinvestment Act. The Company will monitor any proposed changes as they make their way through the agency rulemaking process.

Consumer Protection Laws

The Bank is subject to a number of federal and state laws designed to protect borrowers and promote lending to various sectors of the economy and population. These laws include the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act, the Fair Debt Collection Act and state law counterparts.

Privacy and Data Security

We are subject to complex and evolving laws and regulations governing the privacy and security of personal information associated with consumers, prospective, current and former customers, employees and contractors, and other individuals. For example, financial institutions are required by the Gramm-Leach-Bliley Financial Services Modernization Act of 1999 (the “GLBA”) to disclose certain information to consumers regarding their privacy and security practices with respect to personal information. The GLBA imposes additional requirements, including restrictions on when and to which entities financial institutions may disclose personal information and how personal information can be used, as well as data security requirements. Another example of a federal privacy law with which we must comply is the Fair Credit Reporting Act, which imposes requirements on our use of consumer reports.

In addition to federal privacy and data security laws and regulations, numerous state laws and regulations govern the privacy and security of personal information, and state legislatures have been actively considering and enacting new legislation. For example, some states have enacted financial privacy laws and regulations that are similar to the GLBA’s privacy requirements. Many states have enacted comprehensive privacy laws, such as the California Consumer Privacy Act. To the extent applicable, these laws and regulations may impose additional and/or different requirements than federal law, may present implementation challenges, could be an enforcement priority for the state regulators, and could generate increased lawsuits by consumers and other individuals.

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We are also subject to laws and regulations governing how we respond to data breaches, cybersecurity incidents, and similar matters. At the federal level, the Interagency Guidance on Response Programs for Unauthorized Access to Customer Information and Customer Notice addresses financial institutions’ notification of customers and regulations when unauthorized access to sensitive customer information occurs.

The U.S. federal bank regulatory agencies have also established computer-security incident notification requirements for banking organizations and bank service providers. A bank holding company, such as the Company, and an FDIC-supervised depository institution, such as the Bank, are required to notify the Federal Reserve or FDIC, respectively, as soon as possible and no later than 36 hours after a determination that a computer-security incident that rises to the level of a notification incident has occurred. A notification incident may include a major computer-system failure; a cyber-related interruption, such as a distributed denial of service or ransomware attack; or another type of significant operational interruption.

SEC rules also require disclosure of material cybersecurity incidents, as well as cybersecurity risk management, strategy, and governance. See Item 1C. Cybersecurity for additional information.

In addition to our obligation to address federal standards related to data breaches, cybersecurity incidents, and similar matters, all fifty states have enacted breach notification laws. State breach notification laws often present additional or different notification requirements than those arising under federal law. Evaluating and addressing our obligations under these laws adds complexity to our incident response process, and the nature of these laws may present compliance challenges.

The application, interpretation and enforcement of these laws and regulations are often uncertain, particularly in light of new and rapidly evolving data-driven technologies and significant increases in computing power. These laws and regulations are constantly evolving, remain a focus of regulators, and will continue to have a significant impact on our businesses and operations. Violations of these laws and regulations can give rise to enforcement actions by governmental agencies and to private lawsuits for damages and other forms of relief.

Additional Legislative and Regulatory Matters

The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”) required each financial institution: (i) to establish an anti-money laundering program; (ii) to establish due diligence policies, procedures and controls with respect to its private banking accounts involving foreign individuals and certain foreign banks; and (iii) to avoid establishing, maintaining, administering or managing correspondent accounts in the United States for, or on behalf of, foreign banks that do not have a physical presence in any country. The USA PATRIOT Act also required the Secretary of the Treasury to prescribe by regulation minimum standards that financial institutions must follow to verify the identity of customers, both foreign and domestic, when a customer opens an account. In addition, the USA PATRIOT Act encouraged cooperation among financial institutions, regulatory authorities and law enforcement authorities with respect to individuals, entities and organizations engaged in, or reasonably suspected of engaging in, terrorist acts or money laundering activities.

The Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) mandated for public companies, such as Uwharrie Capital Corp, a variety of reforms intended to address corporate and accounting fraud and provided for the establishment of the Public Company Accounting Oversight Board (“PCAOB”), which enforces auditing, quality control and independence standards for firms that audit SEC-reporting companies. Sarbanes-Oxley imposed higher standards for auditor independence and restricted the provision of consulting services by auditing firms to companies they audit and required that certain audit partners be rotated periodically. It also requires chief executive officers and chief financial officers, or their equivalents, to certify the accuracy of periodic reports filed with the SEC, subject to civil and criminal penalties if they knowingly or willfully violate this certification requirement, and increases the oversight and authority of audit committees of publicly traded companies.

Fiscal and Monetary Policy

Banking is a business which depends on interest rate differentials for success. In general, the difference between the interest paid by a bank on its deposits and its other borrowings, and the interest received by a bank on its loans and securities holdings, constitutes the significant portion of a bank’s earnings. Thus, our earnings and growth will be subject to the influence of economic conditions generally, both domestic and foreign, and also to the monetary and fiscal policies of the United States and its agencies, particularly the Federal Reserve. The Federal Reserve regulates the supply of money through various means, including open market dealings in United States government securities, the discount rate at which banks may borrow from the Federal Reserve and the reserve requirements on deposits. The nature and timing of any changes in such policies and their effect on our business and results of operations cannot be predicted.

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Current and future legislation and the policies established by federal and state regulatory authorities will affect our future operations. Banking legislation and regulations may limit our growth and the return to investors by restricting certain of our activities.

In addition, capital requirements could be changed and have the effect of restricting the activities of the Company or requiring additional capital to be maintained. The Company cannot predict with certainty what changes, if any, will be made to existing federal and state legislation and regulations or the effect that such changes may have on our business and results of operations.

Federal Home Loan Bank System

The FHLB System consists of 12 district Federal Home Loan Banks (“FHLBs”) subject to supervision and regulation by the Federal Housing Finance Agency (“FHFA”). The FHLBs provide a central credit facility primarily for member institutions. As a member of the FHLB of Atlanta, the Bank is required to acquire and hold shares of capital stock in the FHLB of Atlanta. The Bank was in compliance with this requirement with investment in FHLB of Atlanta stock of $750,000 at December 31, 2024. The FHLB of Atlanta serves as a reserve or central bank for its member institutions within its assigned district. It is funded primarily from proceeds derived from the sale of consolidated obligations of the FHLB System. It offers advances to members in accordance with policies and procedures established by the FHFA and the Board of Directors of the FHLB of Atlanta. Long-term advances may only be made for the purpose of providing funds for residential housing finance, small businesses, small farms and small agribusinesses.

Real Estate Lending Evaluations

The federal regulators have adopted uniform standards for evaluations of loans secured by real estate or made to finance improvements to real estate. Banks are required to establish and maintain written internal real estate lending policies consistent with safe and sound banking practices and appropriate to the size of the institution and the nature and scope of its operations. The regulations establish loan to value ratio limitations on real estate loans. The Bank’s loan policies establish limits on loan to value ratios that are equal to or less than those established in such regulations.

Commercial Real Estate Concentrations

Lending operations of commercial banks may be subject to enhanced scrutiny by federal banking regulators based on a bank’s concentration of commercial real estate loans. The federal banking regulators have issued guidance to remind financial institutions of the risk posed by commercial real estate, or CRE, lending concentrations. CRE loans generally include land development, construction loans, and loans secured by multifamily property, and nonfarm, nonresidential real property where the primary source of repayment is derived from rental income associated with the property. The guidance prescribes the following guidelines for its examiners to help identify institutions that are potentially exposed to significant CRE risk and may warrant greater supervisory scrutiny:

As of December 31, 2024, our C&D concentration as a percentage of risk-based capital totaled 70.1% and our CRE concentration, net of owner-occupied loans, as a percentage of risk-based capital totaled 189.2%.

Limitations on Incentive Compensation

The Federal Reserve reviews incentive compensation arrangements of bank holding companies such as Uwharrie Capital Corp as part of the regular, risk-focused supervisory process. The federal banking agencies have also issued guidance designed to help ensure that incentive compensation policies at banking organizations do not encourage excessive risk-taking or undermine the safety and soundness of the banking organizations. The guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization’s incentive compensation arrangements should (i) provide employees incentives that appropriately balance risk and reward and, thus, do not encourage risk-taking beyond the organization’s ability to effectively identify and manage risks, (ii) be compatible with effective internal controls and risk management, and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors. Any deficiencies in compensation practices that are identified may be incorporated into the organization’s supervisory ratings, which can affect its ability to make acquisitions or perform other actions. The guidance provides that enforcement actions may be taken against a banking organization if its incentive compensation arrangements or related risk-management control or governance processes pose a risk to the organization’s safety and soundness and the organization is not taking prompt and effective measures to correct the deficiencies.

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Economic Environment

The policies of regulatory authorities, including the monetary policy of the Federal Reserve, have a significant effect on the operating results of bank holding companies and their subsidiaries. Among the means available to the Federal Reserve to affect the money supply are open market operations in U.S. government securities, changes in the discount rate on member bank borrowings and changes in reserve requirements against member bank deposits. These means are used in varying combinations to influence overall growth and distribution of bank loans, investments and deposits, and their use may affect interest rates charged on loans or paid on deposits.

The Federal Reserve’s monetary policies have materially affected the operating results of commercial banks in the past and are expected to continue to do so in the future. The nature of future monetary policies and the effect of these policies on our business and earnings cannot be predicted.

Evolving Legislation and Regulatory Action

New laws or regulations or changes to existing laws and regulations, including changes in interpretation or enforcement, could materially adversely affect our financial condition or results of operations. As a result, the overall financial impact on the Company and the Bank cannot be anticipated at this time.

Item 1A. Ri sk Factors.

Item not required for smaller reporting companies.

Item 1B. Unresolv ed Staff Comments.

Item not required for non-accelerated filers.

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Item 2. Pr operties.

The Company’s executive and administrative offices are located at 132 North First Street, Albemarle, North Carolina, where the Company owns a three-building complex located at 130-134 North First Street in Albemarle. This complex houses the Company’s offices and meeting rooms and is also the location of the Bank’s subsidiary, Strategic Alliance.

The Bank’s Main Office has been located at 167 North Second Street, Albemarle, North Carolina since it opened in 1984. The Bank’s credit administration offices and portion of its lending offices occupy an adjoining building, purchased in 1991. The Bank owns a commercial building which houses some of its operations offices and parking lot adjacent to its Main Office. During 2009, the Bank acquired property in downtown Albemarle for future expansion.

The Bank owns its other banking locations at 710 North First Street, which houses the Village Branch, and its East Albemarle Branch at 800 Highway 24-27 Bypass, both located in Albemarle. It also owns a branch office located at 107 South Main Street in Norwood, North Carolina and a branch located at 416 West Main Street in Locust, North Carolina. The Bank leases its branch office at 224 North Main Street in Oakboro, North Carolina.

In Cabarrus County, the Bank owns a full-service branch office located at 25 Palaside Drive, N.E., Concord, North Carolina and leases its branch office at 1490 South Main Street, Mt. Pleasant, North Carolina. In 2023, the Bank purchased 8320 W. Franklin Street, Mt. Pleasant, North Carolina. We intend to use this property as a branch location when leasing of the current Mt. Pleasant branch office is discontinued. The Bank owns an office at 700 North Church Street in Concord, North Carolina where it previously provided banking services, which currently serves as a loan production office.

In Anson County, the Bank owns its banking facility located at 211 South Greene Street, Wadesboro, North Carolina and also owns an ATM site at 426 East Caswell Street, Wadesboro, North Carolina. In 2006, the Bank purchased a lot in Anson County for a future branch location.

In Randolph County, the Bank leases its loan production office located at 222 Sunset Avenue, Suite 101, Asheboro, North Carolina. Uwharrie Investment Advisors leases suites 107 and 108 at the same location for an additional wealth advisory office.

In Mecklenburg County, the Bank leases its loan production office located at 141 Providence Road, Charlotte, North Carolina and leases its banking facility located at 5231 Piper Station Drive, Suite 100, Charlotte, North Carolina.

All of the Bank’s existing offices are fully equipped and have adequate parking and drive-up banking facilities, with the exception of the Bank’s loan production offices, the Main Office in Albemarle, and the banking facility in Charlotte, which do not have drive-up facilities.

Item 3. Legal Proceedings.

In the ordinary course of operations, the Company and the Bank are at times involved in legal proceedings. In the opinion of management, as of December 31, 2024 there are no material pending legal proceedings to which the Company, or any of its subsidiaries, is a party, or of which any of their property is the subject.

Item 4. Mine Saf ety Disclosures.

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stoc kholder Matters and Issuer Purchases of Equity Securities.

Market Information

It is the philosophy of Uwharrie Capital Corp to promote a strong base of local shareholders. While bid and ask prices for the Company’s common stock are quoted on the OTCQX ® Best Market under the symbol UWHR, trading is limited and sporadic with most trades taking place in privately negotiated transactions. Any over-the-counter market quotations of the Company’s common stock reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and may not necessarily represent actual transactions. Management makes every reasonable effort to match willing buyers with willing sellers as they become known for the purpose of private negotiations for the purchase and sale of the Company’s common stock. The Company has an independent valuation of its common stock performed on an annual basis and makes this valuation available to interested shareholders in order to promote fairness and market efficiency in privately negotiated transactions.

Holders

On February 19, 2025 there were approximately 2,398 shareholders of record of the Company’s common stock. This number does not include shareholders for whom shares are held in “nominee” or “street” name.

Dividends

There were no cash dividends declared on the Company’s common stock in 2024 or 2023. The timing and amount of cash dividends paid, if any, depends on the Company’s earnings, capital requirements, financial condition and other relevant factors. See “Payment of Dividends and Other Restrictions” under Item 1 of this Report for more information on restrictions on the Company’s ability to declare and pay dividends. The Company can offer no assurance that the board of directors will declare or pay cash dividends in any future period.

Recent Sales of Unregistered Securities

None.

Securities Authorized for Issuance under Equity Compensation Plans

See Item 12 of this Report for disclosure regarding securities authorized for issuance and equity compensation plans required by Item 201(d) of Regulation S-K.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table sets forth information with respect to shares of common stock repurchased by the Company during each of the three months in the quarterly period ended December 31, 2024.

		(a) Total Number of Shares Purchased				(b) Average Price Paid per Share				(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Program (1)				(d) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans
October 1, 2024 Through October 31, 2024			178			$	7.95				—			$	—
November 1, 2024 Through November 30, 2024			17,148			$	8.42				—			$	—
December 1, 2024 Through December 31, 2024			7,037			$	8.40				—			$	—
Total			24,363			$	8.41				—			$	—

(1) Trades of the Company’s common stock occur in the Over-the-Counter market from time to time. The Company also has in place a Stock Repurchase Plan that provides liquidity to its shareholders in the event a willing buyer is not available to purchase shares that are offered for sale. The Company is under no obligation to purchase shares offered; however, it will accommodate such offers as its Stock Repurchase Plan allows.

Item 6. [Reserved].

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

A discussion and analysis of the Company’s operating results and financial condition are presented in the following narrative and financial tables. The comments are intended to supplement and should be reviewed in conjunction with the consolidated financial statements and notes thereto appearing on pages 31 through 70 of this Annual Report. References to changes in assets and liabilities represent end-of-period balances unless otherwise noted. Statements contained in this Annual Report, which are not historical facts, are forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. Amounts herein could vary because of market and other factors. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed in documents periodically filed by the Company with the SEC. Such forward-looking statements may be identified by the use of such words as “believe,” “expect,” “anticipate,” “should,” “might,” “planned,” “estimated,” “potential,” and similar words. Examples of forward-looking statements include, but are not limited to, estimates with respect to the financial condition, expected or anticipated revenue, results of operations and business of the Company that are subject to various factors, which could cause actual results to differ materially from these estimates. These factors include, but are not limited to: increases in our past due loans and provision for credit losses that may result from local and/or broader economic effects, including the impacts of inflation and constraints on the availability of credit that may impact our borrowers; declines in general economic conditions, including increased stress in the financial markets; changes in interest rates, deposit flows, loan demand, real estate values, and competition; changes in accounting principles, policies, or guidelines; changes in legislation or regulation; and other economic, competitive, governmental, regulatory, and technological factors affecting the Company’s operations, pricing, products and services. Any use of “we” or “our” in the following discussion refers to the Company on a consolidated basis.

Financial Condition at December 31, 2024 and December 31, 2023

The Company’s total assets increased $56.2 million from $1.07 billion at December 31, 2023 to $1.13 billion at December 31, 2024. Cash and cash equivalents decreased $11.2 million during the same period as the Company utilized the cash and cash equivalents to fund growth of 12.6% in the loans held for its investment portfolio.

Investment securities consist of securities available for sale and securities held to maturity. Total investment securities decreased $5.5 million, or 1.5%, from $365.3 million at December 31, 2023 to $359.7 million at December 31, 2024. At December 31, 2024, the Company had net unrealized losses on securities available for sale of $32.1 million, compared to net unrealized losses of $32.6 million at December 31, 2023. The allowance for credit losses on securities held to maturity was $56,000 at December 31, 2023. During 2024, a provision of $12,000 was recorded against the allowance for credit losses on securities held to maturity bringing the balance to $68,000, with an amortized cost basis of $26.7 million, at December 31, 2024.

During 2024, the unrealized gain on equity securities increased by $32,000, resulting in a fair value of $334,000 at December 31, 2024, compared to a fair value of $302,000 at December 31, 2023.

Loans held for sale decreased $134,000 from December 31, 2023 to $4.6 million at December 31, 2024. Loans held for investment increased $74.3 million, or 12.6%, from $592.1 million at December 31, 2023 to $666.4 million at December 31, 2024. The Company experienced net growth in all loan sectors with the exception of loans categorized as “Consumer”.

The allowance for credit losses was $5.6 million at December 31, 2023, which represented 0.94% of the total loans held for investment. At December 31, 2024, the allowance for credit losses on loans was $5.8 million, or 0.87% of total loans held for investment. Additional discussion regarding the allowance is included in the Asset Quality section below.

Other changes in the Company's consolidated assets are primarily related to premises and equipment, which decreased $610,000 from $15.1 million as of December 31, 2023 to $14.5 million at December 31, 2024, as a result of depreciation and right of use asset amortization exceeding additions of new assets. Additionally, the value of loan servicing rights decreased $384,000 from $4.3 million as of December 31, 2023 to $3.9 million at December 31, 2024, as amortization during 2024 surpassed additions of new servicing rights.

Customer deposits, our primary funding source, experienced a $48.5 million increase during the year, increasing from $981.7 million to $1.03 billion at December 31, 2024, a 4.9% increase. Organic deposit growth, combined with promotional time deposit offerings, contributed to the increase in total deposits. During 2024, demand noninterest-bearing checking accounts increased $2.4 million, and time deposits increased $76.6 million as customers took advantage of higher rates offered on promotional time deposit products. Interest checking and money market accounts decreased $22.2 million and savings deposits decreased $8.2 million during the twelve-month period ended December 31, 2024. The decrease in interest checking, money market and savings accounts is primarily related to the movement of funds into the Company’s higher yielding time deposits.

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During 2024, the Company’s net borrowings increased by $92,000. Borrowings consist of both short-term and long-term borrowed funds. The Company has access to both short-term and long-term advances from the Federal Home Loan Bank. At December 31, 2024 and 2023, there were no outstanding Federal Home Loan Bank advances. Short-term borrowings consisted of $1.4 million in master notes, and long-term borrowings consisted solely of junior subordinated debt securities totaling $29.2 million, net of unamortized debt issuance costs of $231,000, at December 31, 2024.

Other changes in the Company’s liabilities are related to a decrease of $348,000 in other liabilities from December 31, 2023 to December 31, 2024 resulting primarily from a reduction in the reserve for federal income tax payable.

At December 31, 2024, total shareholders’ equity was $57.7 million, an increase of $8.2 million from December 31, 2023. Net income for the year ended December 31, 2024 was $9.9 million. Improvement in the unrealized loss position on our available for sale securities portfolio contributed $373,000 to the increase in shareholders' equity during the same period. During the twelve-month period ended December 31, 2024, the Company repurchased 184,478 shares of common stock at a total cost of $1.5 million, and the Company paid $566,000 in dividends attributable to noncontrolling interest. See Note 1 (Significant Accounting Policies) to the Company’s Notes to Consolidated Financial Statements for additional discussion of the noncontrolling interest. At December 31, 2024, the Company and its subsidiary bank exceeded all applicable regulatory capital requirements.

Results of Operations for the Years Ended December 31, 2024 and 2023

Net Income and Net Income Available to Common Shareholders

Uwharrie Capital Corp reported net income of $9.9 million for the twelve months ended December 31, 2024, compared to $8.6 million for the twelve months ended December 31, 2023, an increase of $1.3 million. Net income available to common shareholders was $9.3 million, or $1.30 per common share, for the year ended December 31, 2024, compared to net income available to common shareholders of $8.0 million, or $1.09 per common share, for the same period in 2023. Net income available to common shareholders is net income less any dividends paid on the aforementioned noncontrolling interest.

Net Interest Income

As with most financial institutions, the primary component of earnings for our subsidiary bank is net interest income. Net interest income is the difference between interest income, principally from the loan and investment securities portfolios, and interest expense, principally on customer deposits and wholesale borrowings. Changes in net interest income result from changes in volume, spread and margin. For this purpose, volume refers to the average dollar level of interest-earning assets and interest-bearing liabilities, spread refers to the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities, and margin refers to net interest income divided by average interest-earning assets. Margin is influenced by the level and relative mix of interest-earning assets and interest-bearing liabilities, as well as levels of noninterest bearing liabilities and capital.

Net interest income increased $3.2 million to a total of $35.9 million for the twelve months ended December 31, 2024 from the $32.7 million reported for the comparative period in 2023. The average yield on our interest-earning assets increased 50 basis points to 5.15%, while the average rate paid for interest-bearing liabilities increased 62 basis points to 2.43%. These changes resulted in a net decrease of 11 basis points in our interest rate spread, from 2.84% in 2023 to 2.73% in 2024. Our net interest margin for 2024 was 3.40%, compared to 3.34% in 2023. As a part of the loan agreements, a portion of the Company’s loan portfolio has interest rate floors and caps. The interest rate floor feature allows the Company to maintain a more favorable interest margin despite a decline in rates; however, the interest rate cap could hurt the margin in a rising rate environment. Financial Table 1 presents a detailed analysis of the components of the Company’s net interest income, while Financial Table 2 summarizes the effects on net interest income from changes in interest rates and in the dollar volume of the components of interest-earning assets and interest-bearing liabilities. Financial Table 1 and Table 2, as well other Financial Tables referenced here appear at the end of this discussion and analysis.

Provision for Credit Losses

The net provision for credit losses was $528,000 for the twelve months ended December 31, 2024, compared to a net provision of $1.5 million for the same period in 2023. There were net loan charge-offs of $270,000 for the twelve months ended December 31, 2024, as compared to net loan charge-offs of $631,000 during the same period of 2023. Refer to the Asset Quality section below for further information.

Noninterest Income

The Company generates most of its revenue from net interest income; however, diversification of our revenue sources is a key strategic initiative to our long-term success. Noninterest income increased 2.8%, from $9.5 million in 2023, to $9.7 million in 2024, an increase of $268,000. This improvement is primarily related to positive market value adjustments on supplemental executive

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retirement plans totaling $428,000 and an increase of $360,000 in other service fees and commissions. These increases were offset by a decrease in income from mortgage banking of $378,000.

Noninterest Expense

Noninterest expense for the year ended December 31, 2024 was $32.4 million compared to $29.9 million for 2023, an increase of $2.5 million. Salaries and employee benefits, the largest component of noninterest expense, increased $1.5 million from $19.3 million for the period ending December 31, 2023 to $20.8 million for 2024 due to salary increases and more commissions paid on increased mortgage production during the 2024 period. Additionally, positive market value adjustments on supplemental executive retirement plans contributed $428,000 to the increase in noninterest expense. Financial Table 5 reflects the additional breakdown of other noninterest expense.

Income Tax Expense

The Company had income tax expense of $2.9 million for 2024 at an effective tax rate of 22.35% compared to income tax expense of $2.2 million in 2023 with an effective tax rate of 20.14%. The year-over-year increase in the effective tax rate is due, in part, to a $63,000 charge to income tax expense as a result of revaluing the North Carolina deferred tax asset for unrealized losses on the available for sale securities portfolio. Income taxes computed at the statutory rate are affected primarily by the eligible amount of interest earned on state and municipal securities, tax-free municipal loans and income earned on bank owned life insurance.

Results of Operations for the Years Ended December 31, 2023 and 2022

Results of operations for the years ended December 31, 2023 and 2022 can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 6, 2024.

Asset Quality

The Company’s allowance for credit losses on loans is established through charges to earnings in the form of a provision for credit losses. The allowance is increased by provisions charged to operations and recoveries of amounts previously charged off and is reduced by recovery of provisions and loans charged off. Management continuously evaluates the adequacy of the allowance for credit losses. In evaluating the adequacy of the allowance, management considers the following: the growth, composition and industry diversification of the portfolio; historical loan loss experience; current delinquency levels; adverse situations that may affect a borrower’s ability to repay; estimated value of any underlying collateral; prevailing economic conditions; and other relevant factors.

The allowance for credit losses on loans represents management’s estimate of lifetime credit losses inherent in loans as of the balance sheet date. The allowance for credit losses is estimated by management using relevant available information, from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The Company’s credit administration function, through a review process, periodically validates the accuracy of the initial risk grade assessment. In addition, as a given loan’s credit quality improves or deteriorates, the credit administration department has the responsibility to change the borrower’s risk grade accordingly.

The Company individually reviews loans with total relationship exposure greater than or equal to $100,000 that are determined to be collateral dependent. These collateral dependent loans are evaluated based on the fair value of the underlying collateral as repayment of the loan is expected to be made through the operation or sale of the collateral. Loans that do not share risk characteristics are evaluated on an individual basis. When management determines that foreclosure is probable and the borrower is experiencing financial difficulty, the expected credit losses are based on the fair value of collateral at the reporting date adjusted for selling costs as appropriate. This evaluation is inherently subjective, as it requires material estimates, including internal and external appraisal services. In addition, regulatory agencies, as an integral part of their examination process, periodically review the allowance for credit losses on loans and may require additions for estimated losses based upon judgments different from those of management.

The Company measures expected credit losses for loans on a pooled basis when similar risk characteristics exist. The Company evaluates credit risk in the Consumer segment based upon consumer credit scores and collateral and the Commercial segment based upon loan risk grade and collateral. The allowance for credit losses for each segment is calculated using a Non-Discounted Cash Flow methodology. Management uses a risk-grading program designed to evaluate the credit risk in the loan portfolio. In this program, risk grades are initially assigned by loan officers and then reviewed and monitored by credit administration. This process includes the maintenance of an internally classified loan list that is designed to help management assess the overall quality of the loan portfolio and the adequacy of the allowance for credit losses on loans. In establishing the appropriate classification for specific assets, management considers, among other factors, the estimated value of the underlying collateral, the borrower’s ability to repay, the borrower’s payment history, and the current delinquent status.

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Additionally, the allowance for credit losses calculation includes subjective adjustments for qualitative risk factors that are likely to cause estimated credit losses to differ from historical experience. These qualitative adjustments may increase or reduce reserve levels and include adjustments for lending management experience and risk tolerance, loan review and audit results, asset quality and portfolio trends, loan portfolio growth, industry concentrations, trends in underlying collateral, external factors and economic conditions not already captured.

At December 31, 2024, there were no individually evaluated loans, which includes all collateral dependent loans in nonaccrual status with total relationship exposure greater than or equal to $100,000. As such, there was no allowance for credit losses related to individually evaluated loans at December 31, 2024.

The allowance, expressed as a percentage of gross loans held for investment, decreased seven basis points from 0.94% at December 31, 2023 to 0.87% at December 31, 2024. The ratio of nonaccrual loans to total loans decreased from 0.19% at December 31, 2023 to 0.03% at December 31, 2024, and was related to the $909,000 decrease in nonaccrual loans. Six loans totaling $847,000 were converted to nonaccrual during 2024. These additions were offset by paydowns of $23,000, six loans totaling $1.4 million that were paid off, three loans that were charged off for $309,000, and one loan of $16,000 that was removed from nonaccrual status.

Other real estate owned decreased to $0 at December 31, 2024 compared to $141,000 at December 31, 2023 as there was one loan foreclosed on during the first quarter of 2023 that was written off during the fourth quarter of 2024.

As of December 31, 2024, management believed the level of the allowance for credit losses on loans was appropriate in light of the risk inherent in the loan portfolio. While management believes that it uses the best information available to establish the allowance for credit losses on loans, future adjustments may be necessary and results of operations could be adversely affected if circumstances differ from the assumptions used in making the determinations. Furthermore, while management believes it has established the allowance in conformity with generally accepted accounting principles, there can be no assurance that banking regulators, in reviewing the Company’s loan portfolio, will not require an adjustment to the allowance for credit losses on loans. In addition, because future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that the existing allowance is adequate or that increases will not be necessary, should the quality of any loans deteriorate because of the factors discussed herein. Any material increase in the allowance for credit losses on loans may adversely affect the Company’s financial condition, results of operations and the value of its securities.

The following table shows the comparison of nonperforming assets as of December 31, 2024 and 2023:

Nonperforming Assets
(dollars in thousands)
		At December 31,
		2024				2023
Nonperforming Assets:
Accruing loans past due 90 days or more		$	—			$	—
Nonaccrual loans			192				1,101
Other real estate owned			—				141
Total nonperforming assets		$	192			$	1,242
Allowance for credit losses on loans		$	5,824			$	5,561
Nonaccrual loans to total loans			0.03	%			0.19	%
Allowance for credit losses on loans to total loans			0.87	%			0.94	%
Allowance for credit losses on loans to nonaccrual loans			3033.33	%			505.09	%

Capital Resources

The Company continues to maintain capital ratios intended to support its asset growth. The federal bank regulatory agencies have implemented regulatory capital rules known as “Basel III.” The Basel III rules require a common equity Tier 1 capital to risk-weighted assets minimum ratio of 4.50%, a minimum ratio of Tier 1 capital to risk-weighted assets of 6.00%, a minimum ratio of total capital to risk-weighted assets of 8.00%, and a minimum Tier 1 leverage ratio of 4.00%. There is also a capital conservation buffer that requires banks to hold common equity Tier 1 capital in excess of minimum risk-based capital ratios by at least 2.5% to avoid limits on capital distributions and certain discretionary bonus payments to executive officers and similar employees. The Company’s accumulated other comprehensive income or loss, resulting from unrealized gains and losses, net of income tax, on investment securities available for sale, is excluded from regulatory capital.

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The phase-in period for the rules became effective for the Company and its subsidiary bank on January 1, 2015, with full compliance of all the rules’ requirements phased in over a multi-year schedule, becoming fully phased-in on January 1, 2019. Pursuant to the Federal Reserve’s Small Bank Holding Company Policy Statement, the Company is exempt from Basel III. As of December 31, 2024, the Company and its subsidiary bank continue to exceed minimum capital standards and remain well-capitalized under applicable capital adequacy rules.

In 2013, the Company’s subsidiary bank issued a total of $10.7 million of Fixed Rate Noncumulative Perpetual Preferred Stock, Series B and Series C. The preferred stock qualifies as Tier 1 capital at the Bank and pays dividends at a rate of 5.30%. The offering raised $10.7 million less issuance costs of $136,000. The preferred stock has no voting rights.

During the third quarter of 2019, the Company conducted a private placement offering of fixed rate junior subordinated debt securities at $1,000 per security with a required minimum investment of $50,000. The offering raised $10.0 million, of which $9.6 million was outstanding at December 31, 2024. These securities have a final maturity date of September 30, 2029 and became redeemable by the Company on September 30, 2024. The junior subordinated debt pays interest quarterly at an annual fixed rate of 5.25%. All proceeds of this private placement qualify as and are included in the calculation of Tier 2 capital. Once the remaining term to maturity drops under five years, the Company must impose a twenty percent annual reduction per year of the amount of the proceeds from the sale of these securities that are eligible to be counted as Tier 2 capital. At December 31, 2024, $7.7 million of the subordinated debt issued in 2019 qualifies as Tier 2 capital.

During the third quarter of 2021, the Company issued $12.0 million and $8.0 million of 10-year and 15-year fixed-to-floating rate subordinated debt securities, respectively. At December 31, 2024, $11.8 million and $8.0 million remained outstanding of the 10-year and 15-year subordinated notes, respectively. The 10-year subordinated notes mature on September 3, 2031, though they are redeemable at the Company's option on or after September 3, 2026, and initially pay interest quarterly at an annual rate of 3.5%. From and including September 3, 2026 to but excluding September 3, 2031, or up to any early redemption date, the interest rate on the 10-year subordinated notes will reset quarterly to an annual rate equal to the then-current three-month secured overnight financing rate (“SOFR”) plus 283 basis points payable quarterly in arrears. The 15-year subordinated notes mature on September 3, 2036, though they are redeemable at the Company's option on or after September 3, 2031, and initially pay interest quarterly at an annual rate of 4.0%. From and including September 3, 2031 to but excluding September 3, 2036, or up to any early redemption date, the interest rate on the 15-year subordinated notes will reset quarterly to an annual rate equal to the then-current three-month SOFR plus 292 basis points payable quarterly in arrears. The subordinated debt has been structured to qualify as and is included in the calculation of the Company’s Tier 2 capital. Once the remaining term to maturity drops under five years, the Company must impose a twenty percent annual reduction per year of the amount of the proceeds from the sale of these securities that are eligible to be counted as Tier 2 capital. The Company will have a twenty percent reduction beginning at September 3, 2026 and September 3, 2031 for the 10-year and 15-year subordinated notes, respectively.

Proceeds of the Company’s aforementioned securities that have been invested in its subsidiary bank qualify for Tier 1 capital treatment for the Bank and are included as such in its year end capital ratios.

The Company expects to continue to exceed required minimum capital ratios without altering current operations or strategy. Note 14 (Shareholders’ Equity and Regulatory Matters) to the Notes to Consolidated Financial Statements presents additional information regarding the Company’s and its subsidiary bank’s capital ratios.

Dividends

The Board of Directors of Uwharrie Capital Corp declared a 2.0% stock dividend in 2024 and 2023 and a 2.5% stock dividend in 2022. All references in this Annual Report to net income per share and weighted average common and common equivalent shares outstanding reflect the effects of these stock dividends.

Liquidity

The objective of the Company’s liquidity management policy is to ensure the availability of sufficient cash flows to meet all financial commitments and to capitalize on any opportunities for expansion. Liquidity management addresses the ability to meet deposit withdrawals on demand or at contractual maturity, to repay borrowings as they mature and to fund new loans and investments as opportunities arise. Liquidity is managed primarily by the selection of asset mix and the maturity mix of liabilities. The Company’s primary sources of internally generated funds are principal and interest payments on loans, cash flows generated from operations and cash flow generated by investments. Maturities and the marketability of securities provide a source of liquidity to meet deposit fluctuations. Maturities of the securities portfolio are presented in Financial Table 3. Growth in deposits is typically the primary source of funds for loan growth. Estimated uninsured deposits, including deposits collateralized by pledged assets, represented 38.8% and 36.5% of total deposits at December 31, 2024 and 2023, respectively.

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The Company and its subsidiary bank have multiple funding sources, in addition to deposits, that can be used to increase liquidity and provide additional financial flexibility. At December 31, 2024, these sources are the subsidiary bank’s established federal funds lines with correspondent banks aggregating $38.0 million, with available credit of $38.0 million; an established borrowing relationship with the Federal Home Loan Bank, with available credit of $169.3 million; and access to borrowings from the Federal Reserve Bank discount window, with available credit of $28.3 million. The Company also has a $3.0 million line of credit with TIB The Independent BankersBank, N.A. The line is held by the holding company and is secured with 100% of the outstanding common shares of the Company’s subsidiary bank. As of December 31, 2024, $3.0 million remains available for use on the line of credit.

The following table summarizes the Company's interest-earning cash and cash equivalents as of the periods indicated.

		December 31, 2024				December 31, 2023
		(dollars in thousands)
Interest-earning cash and cash equivalents			42,554				56,027
Interest-earning cash and cash equivalents as a percent of:
Total loans held for investment			6.4	%			9.5	%
Total earning assets			4.0	%			5.5	%
Total deposits			4.1	%			5.7	%

At December 31, 2024, short-term borrowings totaled $1.4 million. Long-term debt at that date consisted solely of $29.2 million of junior subordinated debt, net of issuance costs. Other contractual obligations of the Company exist in the form of operating leases and deposits. Obligations for operating leases and deposits totaled $1.2 million and $1.0 billion, respectively, at December 31, 2024. Note 7 (Leases) and Note 8 (Deposits) to the Notes to Consolidated Financial Statements provide additional information, including maturities, regarding these obligations.

The Company has various financial instruments (outstanding commitments) with off-balance sheet risk that are issued in the normal course of business to meet the financing needs of its customers. See Note 12 (Commitments and Contingencies) to the Company’s Notes to Consolidated Financial Statements for more information regarding these commitments and contingent liabilities.

Management believes that the Company’s current sources of funds provide adequate liquidity for its current cash flow needs.

Critical Accounting Policies

A critical accounting policy is one that is both very important to the portrayal of the Company’s financial condition and results, and requires management’s most difficult, subjective and/or complex judgments. What makes these judgments difficult, subjective and/or complex is the need to make estimates about the effects of matters that are inherently uncertain. Refer to Note 1 (Significant Accounting Policies) in Notes to Consolidated Financial Statements for more information about these and other accounting policies utilized by the Company.

Allowance for Credit Losses

The allowance for credit losses represents management’s estimate of lifetime credit losses inherent in loans as of the balance sheet date. The allowance for credit losses is estimated by management using relevant available information, from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The allowance is a critical accounting estimate in the financial statements as it provides, by reference, an indication of the quality of the loan portfolio. Estimating credit losses is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. Additional measurement uncertainty in the estimate is due, in part, to the large amount of data evaluated, the long-term nature of the underlying assets and the analysis of economic indicators. Regulatory examiners may require the Company to recognize adjustments to the allowance for credit losses based on their judgment about information available to them at the time of their assessment.

On a regular basis, the allowance for credit losses is evaluated both individually and collectively by loan segments. The Company measures expected credit losses for loans on a collective basis when similar risk characteristics exist. However, loans with total relationship exposure greater than or equal to $100,000 that are determined to be collateral dependent are individually reviewed. Appropriately dividing the loan portfolio into different segments with similar risk characteristics aids in providing a more accurate estimation of the portfolio’s expected credit losses. The Company’s methodology for estimating lifetime credit losses is well documented and supported by internal controls, and validation of the process is performed on a recurring basis.

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Loan Servicing Assets

The Company capitalizes mortgage and U.S. Small Business Administration (SBA) loan servicing rights when loans are sold and the loan servicing is retained. Servicing revenue is recognized in the statement of income as a component of other noninterest income. The amortization of servicing rights is realized over the estimated period that net servicing revenues are expected to be received. Essential assumptions used to value the loan servicing rights include prepayment speeds, discount rates and costs to service the loan. Servicing assets are periodically evaluated for impairment based upon their fair value, and any resulting impairment is recognized through a valuation allowance and charged to other expense. An unrelated third party performs a quarterly valuation of the Company’s Fannie Mae and Freddie Mac Mortgage Servicing Rights. Significant judgment is required to estimate the value of servicing rights due to the nature and variety of assumptions used. As such, changes in assumptions could materially affect the estimated value of loan servicing assets.

Interest Rate Sensitivity

Net Interest Income (“Margin”) is the single largest component of revenue for the Company. Margin is the difference between the yield on earning assets and interest paid on interest-bearing liabilities. Margin can vary over time as interest rates change. The variance fluctuates based on both the timing (repricing) and magnitude of maturing assets and liabilities.

To identify interest rate sensitivity, a common measure is a gap analysis, which reflects the difference or “gap” between rate sensitive assets and liabilities over various periods. While management reviews this information, it has implemented the use of an income simulation model, which calculates expected future Margin based on projected interest-earning assets, interest-bearing liabilities and forecasted interest rates along with multiple other forecasted assumptions. Management believes this provides a more relevant view of interest rate risk sensitivity than the traditional gap analysis because the gap analysis ignores optionality embedded in the balance sheet, such as prepayments or changes based on interest rates. The income simulation model allows a comparison of flat, rising and falling rate scenarios to determine the interest rate sensitivity of earnings in varying interest rate environments.

The Company models immediate rising and declining rate shocks of up to 4% (in 1% intervals) on its subsidiary bank, using a static balance sheet for a two-year horizon, as preferred by regulators. The most recent consolidated 2% rate shock projections for a one-year horizon, indicates a negative impact of (0.43%) on Margin in a rates-down scenario and a negative impact of (3.40%) on Margin in a rates-up scenario. Based on the most recent twelve-month forecast, the subsidiary bank is liability-sensitive and may experience some negative impact to earnings should interest rates increase. The Bank has the potential to benefit from a declining interest rate environment, but current market deposit pricing and embedded options in the balance sheet may limit the potential benefit.

The principal goals for asset liability management for the Company are to maintain adequate levels and sources of liquidity and to manage interest rate risk. Interest rate risk management attempts to balance the effects of interest rate changes on both interest-sensitive assets and interest-sensitive liabilities to protect Margin from wide fluctuations as a result of changes in market interest rates. To that end, management has recommended and the Board of Directors has approved policy limits that minimize the downside risk from interest rate shifts. The aforementioned ratios are within those stated limits of -18% for the respective modeled scenarios at the subsidiary bank and combined. Managing interest rate risk is an important factor to the long-term viability of the Company since Margin is such a large component of earnings. The Company’s Asset Liability Management Committee (ALCO) monitors market changes in interest rates and assists with the pricing of loans and deposit products while considering the funding source needs, asset growth projections, and necessary operating liquidity.

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Financial Table 1

Average Balances and Net Interest Income Analysis

		2024												2023												2022
						Interest				Average								Interest				Average								Interest				Average
		Average				Income/				Yield/				Average				Income/				Yield/				Average				Income				Yield
(dollars in thousands)		Balance				Expense				Rate (1)				Balance				Expense				Rate (1)				Balance				Expense				Rate (1)
Interest-earning assets
Taxable securities		$	308,335			$	11,866				3.85	%		$	297,662			$	10,743				3.61	%		$	285,020			$	5,984				2.10	%
Non-taxable securities (1)			57,719				1,234				2.74	%			60,041				1,324				2.76	%			67,952				1,524				2.71	%
Short-term investments			69,986				3,231				4.62	%			89,839				4,131				4.60	%			125,766				2,401				1.91	%
Equity Securities			331				20				6.04	%			305				20				6.56	%			355				20				5.63	%
Taxable loans (2)			617,726				37,838				6.13	%			531,211				29,159				5.49	%			460,471				21,382				4.64	%
Non-taxable loans (1)			16,970				534				4.03	%			13,964				342				3.07	%			11,147				251				2.72	%
Total interest-earning assets			1,071,067				54,723				5.15	%			993,022				45,719				4.65	%			950,711				31,562				3.37	%
Non-earning assets
Cash and due from banks			7,307												7,418												5,040
Premises and equipment, net			14,790												14,967												15,379
Interest receivable and other			30,418												32,323												30,406
Total non-earning assets			52,515												54,708												50,825
Total assets		$	1,123,582											$	1,047,730											$	1,001,536
Interest-bearing liabilities
Savings deposits		$	96,778			$	550				0.57	%		$	100,945			$	434				0.43	%		$	107,908			$	119				0.11	%
Interest checking & MMDA			405,444				6,724				1.66	%			440,087				6,124				1.39	%			458,869				1,892				0.41	%
Time deposits			238,576				9,977				4.18	%			147,218				5,088				3.46	%			70,511				452				0.64	%
Total deposits			740,798				17,251				2.33	%			688,250				11,646				1.69	%			637,288				2,463				0.39	%
Short-term borrowed funds			4,618				220				4.76	%			1,077				46				4.27	%			1,110				10				0.90	%
Long-term debt			29,205				1,327				4.54	%			29,216				1,331				4.56	%			29,560				1,349				4.56	%
Total interest-bearing liabilities			774,621				18,798				2.43	%			718,543				13,023				1.81	%			667,958				3,822				0.57	%
Noninterest liabilities
Transaction deposits			284,384												276,960												278,865
Interest payable and other			11,503												11,902												11,197
Total liabilities			1,070,508												1,007,405												958,020
Shareholders’ equity			53,074												40,325												43,516
Total liabilities and shareholders' equity		$	1,123,582											$	1,047,730											$	1,001,536
Interest rate spread											2.73	%											2.84	%											2.80	%
Net interest income and net interest margin						$	35,925				3.40	%						$	32,696				3.34	%						$	27,740				2.97	%

(1) Yields related to securities and loans exempt from federal and/or state income taxes are stated on a fully tax-equivalent basis, assuming a 21.00% tax rate for 2024, 2023 and 2022.

(2) Nonaccrual loans are included in loans, net of unearned income.

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Financial Table 2

Volume and Rate Variance Analysis

		2024 Versus 2023												2023 Versus 2022
										Net												Net
(dollars in thousands)		Volume				Rate				Change				Volume				Rate				Change
Interest-earning assets
Taxable securities		$	398			$	725			$	1,123			$	361			$	4,398			$	4,759
Non-taxable securities			(50	)			(40	)			(90	)			(176	)			(24	)			(200	)
Short-term investments			(915	)			15				(900	)			(1,169	)			2,899				1,730
Equity securities			2				(2	)			—				(3	)			3				—
Taxable loans			5,024				3,655				8,679				3,584				4,193				7,777
Non-taxable loans			84				108				192				66				25				91
Total interest-earning assets			4,543				4,461				9,004				2,663				11,494				14,157
Interest-bearing liabilities
Savings deposits			(21	)			137				116				(19	)			334				315
Transaction and MMDA deposits			(528	)			1,128				600				(169	)			4,401				4,232
Other time deposits			3,489				1,400				4,889				1,571				3,065				4,636
Short-term borrowed funds			160				14				174				(1	)			37				36
Long-term debt			(1	)			(3	)			(4	)			(16	)			(2	)			(18	)
Total interest-bearing liabilities			3,099				2,676				5,775				1,366				7,835				9,201
Net interest income		$	1,444			$	1,785			$	3,229			$	1,297			$	3,659			$	4,956

The above table analyzes the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. The table distinguishes between (i) changes attributable to volume (changes in volume multiplied by the prior period’s rate), (ii) changes attributable to rate (changes in rate multiplied by the prior period’s volume), and (iii) net change (the sum of the previous columns). The change attributable to both rate and volume (changes in rate multiplied by changes in volume) has been allocated equally to the change attributable to volume and the change attributable to rate.

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Financial Table 3

Weighted Average Yield on Investment Securities

		December 31, 2024				December 31, 2023
		Weighted				Weighted
		Average Yield (1)				Average Yield (1)
Securities available for sale
U.S. Treasury
Due within twelve months			2.02	%			4.03	%
Due after one but within five years			1.24	%			1.58	%
Due after five but within ten years			—				1.21	%
			1.41	%			2.45	%
U.S. Government agencies
Due after one but within five years			3.53	%			3.71	%
Due after five but within ten years			5.34	%			4.75	%
Due after ten years			5.21	%			5.81	%
			4.98	%			5.44	%
Mortgage-backed securities
Due within twelve months			6.94	%			8.44	%
Due after one but within five years			1.79	%			1.73	%
Due after five but within ten years			2.04	%			2.34	%
Due after ten years			3.77	%			2.96	%
			3.30	%			2.81	%
Asset-backed securities
Due after ten years			6.29	%			6.69	%
			6.29	%			6.69	%
State and political
Due within twelve months			5.62	%			5.64	%
Due after one but within five years			3.27	%			5.70	%
Due after five but within ten years			2.04	%			2.65	%
Due after ten years			2.25	%			2.21	%
			2.23	%			2.28	%
Corporate Bonds
Due within twelve months			5.71	%			—
Due after one but within five years			2.53	%			3.48	%
Due after five but within ten years			—				4.00	%
			3.59	%			3.65	%
Total Securities available for sale
Due within twelve months			3.18	%			4.72	%
Due after one but within five years			1.84	%			1.95	%
Due after five but within ten years			2.53	%			2.57	%
Due after ten years			3.77	%			3.58	%
			3.24	%			3.28	%

(1) Yields on securities and investments exempt from federal and/or state income taxes are stated on a fully tax-equivalent basis, assuming a 21.00% tax rate for 2024 and 2023.

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Financial Table 3

Weighted Average Yield on Investment Securities (Continued)

		December 31, 2024				December 31, 2023
		Weighted				Weighted
		Average Yield (1)				Average Yield (1)
Securities held to maturity
U.S. Government agencies
Due within twelve months			—				2.94	%
			—				2.94	%
State and political
Due within twelve months			—				2.99	%
Due after five but within ten years			2.68	%			2.60	%
Due after ten years			3.35	%			3.46	%
			3.20	%			3.20	%
Corporate Bonds
Due after one but within five years			8.65	%			—
Due after five but within ten years			4.34	%			4.57	%
			5.20	%			4.57	%
Total Securities held to maturity
Due within twelve months			—				2.98	%
Due after one but within five years			8.65	%			—
Due after five but within ten years			4.04	%			4.17	%
Due after ten years			3.35	%			3.46	%
			4.32	%			3.92	%

(1) Yields on securities and investments exempt from federal and/or state income taxes are stated on a fully tax-equivalent basis, assuming a 21.00% tax rate for 2024 and 2023.

Financial Table 4

Noninterest Income

		Year Ended December 31,
(dollars in thousands)		2024				2023				2022
Income from mortgage banking		$	2,781			$	3,159			$	3,409
Asset management fees			2,329				1,980				1,940
Interchange and card transaction fees, net			1,193				1,252				1,232
Service charges on deposit accounts			1,091				1,056				1,041
Other banking fees			1,035				982				815
Brokerage commissions			439				481				483
Other gains (losses) from sale of assets			(11	)			204				165
Investment securities gains (losses)			(148	)			(42	)			(91	)
Supplemental executive retirement plan gain (loss)			338				(90	)			(244	)
Other noninterest income			689				486				1,383
Total noninterest income		$	9,736			$	9,468			$	10,133

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Financial Table 5

Other Noninterest Expense

		Year Ended December 31,
(dollars in thousands)		2024				2023				2022
Director fees and expense		$	278			$	329			$	339
Dues and subscriptions			356				285				282
Postage			242				227				218
Shareholder relations expense			184				213				154
Telephone and data lines			196				198				208
Insurance			149				151				120
Employee education			157				141				134
Franchise and other taxes			134				120				152
Armored transport service			126				109				84
Office supplies and printing			75				94				94
Other			778				562				595
Total other noninterest expense		$	2,675			$	2,429			$	2,380

Financial Table 6

Loan Portfolio Composition

		At December 31,
		2024								2023
						% of Total								% of Total
(dollars in thousands)		Amount				Loans				Amount				Loans
Loan type:
Commercial		$	104,872				15.76	%		$	102,366				17.31	%
Real estate - commercial			245,569				36.90	%			213,397				36.10	%
Real estate - construction			78,729				11.83	%			53,353				9.02	%
Real estate - residential			218,954				32.90	%			204,296				34.56	%
Consumer			11,020				1.66	%			11,581				1.96	%
Other			6,408				0.96	%			6,214				1.05	%
Total loans			665,552				100.00	%			591,207				100.00	%
Less:
Allowance for credit losses			(5,824	)							(5,561	)
Unearned net loan costs			825								864
Net loans		$	660,553							$	586,510

Financial Table 7

Selected Loan Maturities

		December 31, 2024
										Five to
		One Year				One to				Fifteen				Over Fifteen
(dollars in thousands)		or Less				Five Years				Years				Years				Total
Commercial and agricultural		$	28,183			$	22,011			$	21,606			$	33,072			$	104,872
Real estate - construction			24,834				12,596				11,226				30,073				78,729
Total selected loans		$	53,017			$	34,607			$	32,832			$	63,145			$	183,601
Fixed rate loans		$	8,961			$	29,782			$	49,532			$	64,461			$	152,736
Sensitivity to rate changes:
Variable interest rates		$	55,353			$	27,733			$	148,200			$	282,355			$	513,641

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Financial Table 8

Allocation of Charge-Offs and Recoveries

		At December 31,
		2024												2023
(dollars in thousands)		Net charge-offs (recoveries)				Average loans				Net charge-offs (recoveries) to average loans				Net charge-offs (recoveries)				Average loans				Net charge-offs (recoveries) to average loans
Commercial		$	187			$	103,871				0.18	%		$	582			$	89,305				0.65	%
Real estate - commercial			—				231,577				—				—				201,219				—
Other real estate construction			—				43,566				—				42				39,022				0.11	%
Real estate 1-4 family construction			—				19,537				—				—				9,666				—
Real estate - residential			(2	)			149,600				(0.001	)%			(2	)			125,767				(0.002	)%
Home equity			—				64,179				—				(32	)			59,209				(0.05	)%
Consumer loans			85				11,410				0.74	%			41				10,676				0.38	%
Other loans			—				6,134				—				—				6,401				—
Total		$	270			$	629,874				0.043	%		$	631			$	541,266				0.117	%

Financial Table 9

Allocation of the Allowance for Credit Losses

		At December 31,
		2024								2023
						% of Total								% of Total
(dollars in thousands)		Amount				Loans (1)				Amount				Loans (1)
Commercial		$	1,528				26.24	%		$	1,493				17.31	%
Real estate - commercial			2,266				38.91	%			2,057				36.10	%
Other real estate construction			412				7.07	%			389				6.91	%
Real estate 1-4 family construction			56				0.96	%			31				2.11	%
Real estate - residential			781				13.41	%			796				24.31	%
Home equity			588				10.10	%			582				10.25	%
Consumer loan			175				3.00	%			204				1.96	%
Other loans			18				0.31	%			9				1.05	%
Total loans		$	5,824				100.00	%		$	5,561				100.00	%

(1) Represents total of all outstanding loans in each category as a percent of total loans outstanding.

Financial Table 10

Maturities of Time Deposits

		December 31, 2024
		3 Months				Over 3 Months				Over 1 Year				Over
		or Less				to 1 Year				to 3 Years				3 Years				Total
		(dollars in thousands)
U.S. time deposits in amounts in excess of the FDIC insurance limit		$	68,225			$	53,481			$	10,879			$	—			$	132,585
Other time deposits			62,493				68,614				5,289				867				137,263
		$	130,718			$	122,095			$	16,168			$	867			$	269,848

Item 7A. Quantitative and Qualitat ive Disclosures about Market Risk.

Item not required for smaller reporting companies.

Item 8. Financial Statemen ts and Supplementary Data.

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Report of Independent Registered Public Accounting Firm 0F

Shareholders and the Board of Directors

Uwharrie Capital Corp and Subsidiaries

Change in Accounting Principle

As discussed in Notes 1 and 4 to the consolidated financial statements, the Company changed its method of accounting for credit losses effective January 1, 2023 due to the adoption of Accounting Standards Codification (ASC) Topic 326, Financial Instruments – Credit Losses .

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

---

Allowance for Credit Losses on Loans

As described in Notes 1 and 4 to the consolidated financial statements, the Company’s allowance for credit losses (“ACL”) was $5.8 million on December 31, 2024. The Company measures expected credit losses for loans on a pooled basis when similar risk characteristics exist. The Company evaluates credit risk in the Consumer segment based on consumer credit scores and collateral and the Commercial segment based upon loan risk grade and collateral. The ACL for each loan segment is calculated using a non-discounted cash flow methodology. The non-discounted cash flow methodology incorporates macroeconomic forecasts to project expected losses. Significant macroeconomic factors used in estimating the expected losses include the national unemployment rate and the 10-Year T-Bill. A third-party forecast is utilized to project defaults for two years followed by a one-year reversion period to the historical long run average economic forecast for the remainder of the portfolio life.

We identified the quantitative component of the ACL as a critical audit matter. The principal considerations for our determination included the high degree of subjectivity and complexity involved in management’s determination and application of the reasonable and supportable forecasts in the non-discounted cash flow model, and the significant audit effort required driven by management’s use of internal historical data in the calculation of the probability of default (“PD”). This required a high degree of effort, specialized skills and knowledge, and significant judgment.

The primary procedures we performed to address this critical audit matter included:

/s/ Forvis Mazars, LLP

We have served as the Company’s auditor since 1996.

Asheville, North Carolina

March 6, 2025

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UWHARRIE CAPITAL CORP AND SUBSIDIARIES

CONSOLIDATED B ALANCE SHEETS

December 31, 2024 and 2023

		2024				2023
		(dollars in thousands)
ASSETS
Cash and due from banks		$	9,713			$	7,407
Interest-earning deposits with banks			42,554				56,027
Cash and cash equivalents			52,267				63,434
Securities available for sale, at fair value (amortized cost $ 365,088 and $ 369,301 , respectively)			332,986				336,714
Securities held to maturity, at amortized cost (fair value $ 24,561 and $ 25,736 , respectively)			26,813				28,600
Less allowance for credit losses on securities held to maturity			( 68	)			( 56	)
Net securities held to maturity			26,745				28,544
Equity securities, at fair value			334				302
Loans held for sale			4,561				4,695
Loans held for investment			666,377				592,071
Less allowance for credit losses on loans			( 5,824	)			( 5,561	)
Net loans held for investment			660,553				586,510
Premises and equipment, net			14,479				15,089
Interest receivable			4,355				4,393
Prepaid expenses			1,359				1,421
Restricted stock			1,709				1,672
Bank owned life insurance			7,938				7,793
Deferred income tax benefit			8,983				8,910
Loan servicing assets			3,903				4,287
Mortgage banking derivatives			795				852
Other assets			7,841				7,975
Total assets		$	1,128,808			$	1,072,591
LIABILITIES
Deposits:
Demand noninterest-bearing		$	272,355			$	269,998
Interest checking and money market accounts			395,079				417,318
Savings deposits			92,954				101,193
Time deposits, $250,000 and over			133,335				78,046
Other time deposits			136,513				115,158
Total deposits			1,030,236				981,713
Short-term borrowed funds			1,414				1,379
Long-term debt			29,161				29,104
Mortgage banking derivatives			—				288
Other liabilities			10,318				10,666
Total liabilities			1,071,129				1,023,150
Off balance sheet items, commitments and contingencies (Note 12)
SHAREHOLDERS’ EQUITY
Common stock, $ 1.25 par value: 20,000,000 shares authorized; shares issued and outstanding 7,077,941 and 7,124,438 , at December 31, 2024 and 2023, respectively			8,847				8,905
Additional paid-in capital			12,553				12,876
Undivided profits			50,351				42,105
Accumulated other comprehensive loss			( 24,727	)			( 25,100	)
Total Uwharrie Capital Corp shareholders’ equity			47,024				38,786
Noncontrolling interest			10,655				10,655
Total shareholders’ equity			57,679				49,441
Total liabilities and shareholders’ equity		$	1,128,808			$	1,072,591

The accompanying notes are an integral part of the consolidated financial statements.

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UWHARRIE CAPITAL CORP AND SUBSIDIARIES

CONSOLIDATED STAT EMENTS OF INCOME

Years Ended December 31, 2024, 2023 and 2022

		2024				2023				2022
		(dollars in thousands, except share and per share data)
Interest Income
Loans, including fees		$	38,372			$	29,501			$	21,633
Investment securities:
Investment securities, taxable			11,866				10,743				5,984
Investment securities, non-taxable			1,234				1,324				1,524
Equity securities			20				20				20
Interest-earning deposits with banks and federal funds sold			3,231				4,131				2,401
Total interest income			54,723				45,719				31,562
Interest Expense
Interest checking and money market accounts			6,723				6,124				1,892
Savings deposits			550				434				119
Time deposits, $250,000 and over			4,893				2,333				253
Other time deposits			5,085				2,755				199
Short-term borrowed funds			220				46				10
Long-term debt			1,327				1,331				1,349
Total interest expense			18,798				13,023				3,822
Net interest income			35,925				32,696				27,740
Provision for (recovery of) credit losses
Loans			533				1,495				( 1,759	)
Securities held to maturity			12				( 15	)			—
Unfunded loan commitments			( 17	)			34				—
Total provision for (recovery of) credit losses			528				1,514				( 1,759	)
Net interest income after provision for (recovery of) credit losses			35,397				31,182				29,499
Noninterest Income
Service charges on deposit accounts			1,091				1,056				1,041
Other service fees and commissions			3,803				3,443				3,238
Interchange and card transaction fees, net			1,193				1,252				1,232
Loss on sale/call of securities			( 148	)			( 42	)			( 91	)
Realized/unrealized gain (loss) on equity securities			32				10				( 100	)
Income from mortgage banking			2,781				3,159				3,409
Income from bank owned life insurance			146				140				1,134
Supplemental executive retirement plan gain (loss)			338				( 90	)			( 244	)
Other income			500				540				514
Total noninterest income			9,736				9,468				10,133
Noninterest Expense
Salaries and employee benefits			20,806				19,306				19,655
Net occupancy expense			1,793				1,783				1,681
Equipment expense			849				788				764
Data processing costs			851				733				816
Loan costs			146				390				443
Professional fees and services			1,079				964				868
Marketing and donations			1,499				1,298				1,307
Electronic banking expense			426				563				477
Software amortization and maintenance			1,349				1,247				1,236
FDIC insurance			563				475				295
Supplemental executive retirement plan gain (loss)			338				( 90	)			( 244	)
Other noninterest expense			2,675				2,429				2,380
Total noninterest expense			32,374				29,886				29,678
Income before income taxes			12,759				10,764				9,954
Income taxes			2,851				2,168				1,705
Net income		$	9,908			$	8,596			$	8,249
Consolidated net income		$	9,908			$	8,596			$	8,249
Less: Net income attributable to noncontrolling interest			( 566	)			( 565	)			( 565	)
Net income attributable to Uwharrie Capital Corp and common shareholders			9,342				8,031				7,684
Net income per common share
Basic		$	1.30			$	1.09			$	1.04
Diluted		$	1.30			$	1.09			$	1.04
Weighted average common shares outstanding
Basic			7,188,026				7,341,446				7,391,787
Diluted			7,188,026				7,341,446				7,391,787

The accompanying notes are an integral part of the consolidated financial statements.

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UWHARRIE CAPITAL CORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Years Ended December 31, 2024, 2023 and 2022

		2024				2023				2022
		(dollars in thousands)
Net Income		$	9,908			$	8,596			$	8,249
Other comprehensive income (loss):
Unrealized gain (loss) on available for sale securities			485				8,624				( 39,850	)
Related tax effect			( 112	)			( 1,993	)			9,161
Reclassification of loss recognized in net income			—				42				91
Related tax effect			—				( 8	)			( 16	)
Total other comprehensive income (loss)			373				6,665				( 30,614	)
Comprehensive income (loss)			10,281				15,261				( 22,365	)
Less: Comprehensive income attributable to noncontrolling interest			( 566	)			( 565	)			( 565	)
Comprehensive income (loss) attributable to Uwharrie Capital Corp		$	9,715			$	14,696			$	( 22,930	)

The accompanying notes are an integral part of the consolidated financial statements.

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UWHARRIE CAPITAL CORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHA NGES IN SHAREHOLDERS’ EQUITY

Years Ended December 31, 2024, 2023 and 2022

		Number of Common Shares Issued				Common Stock				Additional Paid-in Capital				Undivided Profits				Accumulated Other Comprehensive Income (Loss)				Noncontrolling Interest				Total
		(dollars in thousands, except share data)
Balance, December 31, 2021			6,959,556			$	8,700			$	12,032			$	30,551			$	( 1,151	)		$	10,655			$	60,787
Net Income			—				—				—				7,684				—				565				8,249
Repurchase of common stock			( 55,982	)			( 70	)			( 381	)			—				—				—				( 451	)
2.5 % stock dividend			171,551				214				982				( 1,196	)			—				—				—
Cash paid – fractional shares			—				—				—				( 9	)			—				—				( 9	)
Other comprehensive loss			—				—				—				—				( 30,614	)			—				( 30,614	)
Record preferred stock dividend series B (noncontrolling interest)			—				—				—				—				—				( 416	)			( 416	)
Record preferred stock dividend series C (noncontrolling interest)			—				—				—				—				—				( 149	)			( 149	)
Balance, December 31, 2022			7,075,125			$	8,844			$	12,633			$	37,030			$	( 31,765	)		$	10,655			$	37,397
Cumulative effect of change in accounting principle			—			$	—			$	—			$	( 1,915	)		$	0			$	—				( 1,915	)
Net Income			—				—				—				8,031				—				565				8,596
Repurchase of common stock			( 90,017	)			( 113	)			( 615	)			—				—				—				( 728	)
2.0 % stock dividend			139,330				174				858				( 1,032	)			—				—				—
Cash paid – fractional shares			—				—				—				( 9	)			—				—				( 9	)
Other comprehensive loss			—				—				—				—				6,665				—				6,665
Record preferred stock dividend series B (noncontrolling interest)			—				—				—				—				—				( 416	)			( 416	)
Record preferred stock dividend series C (noncontrolling interest)			—				—				—				—				—				( 149	)			( 149	)
Balance, December 31, 2023			7,124,438			$	8,905			$	12,876			$	42,105			$	( 25,100	)		$	10,655			$	49,441
Net Income			—				—				—				9,342				—				566				9,908
Repurchase of common stock			( 184,478	)			( 231	)			( 1,236	)			—				—				—				( 1,467	)
2.0 % stock dividend			137,981				173				913				( 1,086	)			—				—				—
Cash paid – fractional shares			—				—				—				( 10	)			—				—				( 10	)
Other comprehensive income			—				—				—				—				373				—				373
Record preferred stock dividend series B (noncontrolling interest)			—				—				—				—				—				( 417	)			( 417	)
Record preferred stock dividend series C (noncontrolling interest)			—				—				—				—				—				( 149	)			( 149	)
Balance, December 31, 2024			7,077,941			$	8,847			$	12,553			$	50,351			$	( 24,727	)		$	10,655			$	57,679

The accompanying notes are an integral part of the consolidated financial statements.

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UWHARRIE CAPITAL CORP AND SUBSIDIARIES

CONSOLIDATED STATEM ENTS OF CASH FLOWS

Years Ended December 31, 2024, 2023 and 2022

		2024				2023				2022
		(dollars in thousands)
Cash flows from operating activities
Net income		$	9,908			$	8,596			$	8,249
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			1,105				1,110				1,135
Right of use asset amortization			386				377				356
Provision for (recovery of) credit losses			528				1,514				( 1,759	)
Loss on sale of securities available for sale			—				42				91
Loss on call of securities held to maturity			148				—				—
Gain on sale of mortgage loans			( 1,000	)			( 1,103	)			( 3,030	)
(Gain) loss on sale of premises and equipment			11				( 167	)			( 143	)
OREO write-down			141				—				—
Realized/unrealized (gain) loss on equity securities			( 32	)			( 10	)			100
Net amortization of premium on investment securities available for sale			1,702				1,939				2,583
Net amortization of premium on investment securities held to maturity			126				143				148
Amortization of loan servicing rights			1,213				1,228				1,343
Originations and purchases of mortgage loans for sale			( 109,352	)			( 84,694	)			( 114,762	)
Proceeds from sale of mortgage loans for sale			110,486				83,876				136,702
Mortgage banking derivatives			( 231	)			( 739	)			1,394
Loan servicing assets			( 829	)			( 584	)			( 1,196	)
Accrued interest receivable			38				( 760	)			( 1,079	)
Prepaid assets			62				( 591	)			138
Cash surrender value of life insurance			( 145	)			( 140	)			( 124	)
Miscellaneous other assets			334				882				351
Deferred income taxes			( 186	)			( 794	)			604
Accrued interest payable			91				306				101
Miscellaneous other liabilities			( 422	)			( 1,094	)			( 298	)
Net cash provided by operating activities			14,082				9,337				30,904
Cash flows from investing activities
Proceeds from sale of investment securities available for sale			—				11,329				8,398
Proceeds from maturities, calls and paydowns of securities available for sale			59,232				28,969				39,007
Proceeds from maturities, calls and paydowns of securities held to maturity			1,513				1,563				347
Purchase of investment securities available for sale			( 56,721	)			( 45,644	)			( 84,184	)
Purchase of investments in other assets			( 564	)			( 217	)			( 396	)
Proceeds from distributions of investments in other assets			224				—				—
Proceeds from life insurance settlement			—				—				1,538
Net change in restricted stock			( 37	)			( 244	)			( 507	)
Net increase decrease in loans			( 74,576	)			( 94,953	)			( 77,087	)
Purchase of premises and equipment			( 846	)			( 1,797	)			( 436	)
Proceeds from sale of premises, equipment and other assets			31				200				545
Net cash used by investing activities			( 71,744	)			( 100,794	)			( 112,775	)
Cash flows from financing activities
Net increase in deposit accounts			48,523				41,857				103,104
Net increase (decrease) in federal funds purchased and other short-term borrowings			35				335				( 37	)
Repayment of long-term borrowings			( 20	)			( 580	)			—
Repurchase of common stock, net			( 1,467	)			( 728	)			( 451	)
Dividends paid on preferred stock (noncontrolling interest)			( 566	)			( 565	)			( 565	)
Cash paid for fractional shares			( 10	)			( 9	)			( 9	)
Net cash provided by financing activities			46,495				40,310				102,042
Increase (decrease) in cash and cash equivalents			( 11,167	)			( 51,147	)			20,171
Cash and cash equivalents, beginning of year			63,434				114,581				94,410
Cash and cash equivalents, end of year		$	52,267			$	63,434			$	114,581
Supplemental disclosures of cash flow information
Interest paid		$	18,624			$	12,633			$	3,637
Income taxes paid			3,062				2,427				1,221
Supplemental schedule of non-cash activities
Net change in fair value of securities available for sale, net of tax			373				6,665				( 30,614	)
Initial right of use asset for leased properties			—				—				128
Initial lease liability for leased properties			—				—				126
Loans transferred to foreclosed real estate			—				142				—

The accompanying notes are an integral part of the consolidated financial statements.

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Certain amounts in the 2023 financial statements have been reclassified to conform to the 2024 presentation. The provision for credit losses on unfunded loan commitments has been reclassified from other noninterest expense for periods prior to 2024. These reclassifications had no material impact on net income or shareholders’ equity.

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Item 9. Changes in and Disagreements with Accou ntants on Accounting and Financial Disclosure.

None.

Item 9A. Control s and Procedures.

Evaluation of Disclosure Controls and Procedures

At the end of the period covered by this Report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15.

Based upon that evaluation, the Chief Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective (1) to provide reasonable assurance that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) to provide reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Principal Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Principal Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Management has made a comprehensive review, evaluation and assessment of the Company’s internal control over financial reporting as of December 31, 2024. In making its assessment of internal control over financial reporting, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission’s (“COSO”) Internal Control Integrated Framework 2013 . In accordance with Section 404 of the Sarbanes-Oxley Act of 2002, management makes the following assertions:

Management has implemented a process to monitor and assess both the design and operating effectiveness of internal control over financial reporting.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Based on management’s assessment pursuant to the COSO Internal Control Integrated Framework 2013 , the Company believes that, as of December 31, 2024, the Company’s internal control over financial reporting is effective.

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to applicable Securities and Exchange Commission rules.

Changes in Internal Control over Financial Reporting

Management of the Company has evaluated, with the participation of the Company’s Chief Executive Officer and Principal Financial Officer, changes in the Company’s internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the fourth quarter of 2024. In connection with such evaluation, the Company has determined that there have been no changes in internal control over financial reporting during the fourth quarter of 2024 that have materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Othe r Information.

None .

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

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PART III

Item 10. Directors, Executive Of ficers and Corporate Governance.

Incorporated by reference to the Company’s definitive proxy statement for the 2025 Annual Meeting of Shareholders.

Code of Business Conduct and Ethics

The Company has adopted a Code of Business Conduct and Ethics that applies to, among others, its Principal Executive Officer and Principal Financial Officer. The Company’s Code of Business Conduct and Ethics is available on the Company’s website at https://www.uwharrie.com/about/investor , and is filed as Exhibit 19 to this Report. The Code of Business Conduct and Ethics contains a section on “ Insider Trading and Tipping ” that governs transactions in the Company’s securities by the Company’s directors, officers and employees. The Company does not transact in its own securities if it is aware of material non-public information about the Company. The Company believes that these policies are reasonably designed to promote compliance with insider trading laws, rules, and regulations.

Item 11. Executi ve Compensation.

Incorporated by reference to the Company’s definitive proxy statement for the 2025 Annual Meeting of Shareholders.

Item 12. Security Ownership of Certain Beneficial Ow ners and Management and Related Stockholder Matters.

Incorporated by reference to the Company’s definitive proxy statement for the 2025 Annual Meeting of Shareholders.

The following table sets forth information with respect to certain equity compensation plans at December 31, 2024.

Equity Compensation Plan Information

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))

(a)

(b)

(c)

Equity compensation plans approved by security holders

—

$

—

—

Equity compensation plans not approved by security holders

N/A

N/A

N/A

Total

—

$

—

—

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Incorporated by reference to the Company’s definitive proxy statement for the 2025 Annual Meeting of Shareholders.

Item 14. Principal Accou ntant Fees and Services.

Incorporated by reference to the Company’s definitive proxy statement for the 2025 Annual Meeting of Shareholders.

The Independent Registered Public Accounting Firm is Forvis Mazars, LLP (PCAOB Firm ID No. 686 ) located in Asheville, North Carolina .

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PART IV

Item 15. Exhibit and Finan cial Statement Schedules.

The following documents are filed as part of this report:

Report of Independent Registered Public Accounting Firm.

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Income for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022.

Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2024, 2023 and 2022.

Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022.

Notes to Consolidated Financial Statements.

None

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UWHARRIE CAPITAL CORP

Exhibit Index

Exhibit Number		Description of Exhibit
3.1		Registrant’s Articles of Incorporation (Incorporated by reference to Exhibit 3(a) of Registrant’s Annual Report on Form 10-K filed with SEC on March 1, 2017)
3.2		Registrant’s Bylaws, as amended (Incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed with SEC on April 19, 2024)
3.3		Articles of Amendment effective April 24, 1997 (Incorporated by reference to Exhibit 3.3 of Registrant’s Annual Report on Form 10-K filed with SEC on March 4, 2020)
3.4		Articles of Amendment effective November 1, 1999 (Incorporated by reference to Exhibit 3(c) of Registrant’s Annual Report on Form 10-K filed with SEC on March 1, 2017)
3.5		Articles of Amendment effective May 31, 2000 (Incorporated by reference to Exhibit 3(d) of Registrant’s Annual Report on Form 10-K filed with SEC on March 1, 2017)
3.6		Articles of Amendment effective December 19, 2008 (Incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed with SEC on December 29, 2008)
4.1		Form of common stock certificate (Incorporated by reference to Exhibit 4(a) of Registrant’s Annual Report on Form 10-K filed with SEC on March 1, 2017)
4.2		Description of Registrant’s Securities Registered under Section 12 of the Exchange Act (Incorporated by reference to Exhibit 4.2 of Registrant’s Annual Report on Form 10-K filed with SEC on March 4, 2020)
4.3		Form of 10-Year Subordinated Note (Incorporated by reference to Exhibit 4.1 of Registrant’s Current Report on Form 8-K filed with SEC on September 8, 2021)
4.4		Form of 15-Year Subordinated Note (Incorporated by reference to Exhibit 4.2 of Registrant’s Current Report on Form 8-K filed with SEC on September 8, 2021)
10.1		Nonqualified Deferred Compensation Plan and Executive Supplemental Retirement Plan Agreement between Uwharrie Capital Corp and Roger L. Dick, a compensatory plan (Incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed with SEC on December 31, 2008)
10.2		Nonqualified Deferred Compensation Plan and Executive Supplemental Retirement Plan Agreement between Uwharrie Capital Corp and R. David Beaver, III, a compensatory plan (Incorporated by reference to Exhibit 10(e) of Registrant’s Annual Report on Form 10-K filed with SEC on March 1, 2017)
10.3		2015 Stock Grant Plan (Incorporated by reference to Exhibit 4.1 of Registrant’s Form S-8 filed with SEC on October 27, 2015)
10.4		Form of 10-Year Subordinated Note Purchase Agreement (Incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K filed with SEC on September 8, 2021)
10.5		Form of 15-Year Subordinated Note Purchase Agreement (Incorporated by reference to Exhibit 10.2 of Registrant’s Current Report on Form 8-K filed with SEC on September 8. 2021)
10.6		Uwharrie Capital Corp Employees 401(k) Retirement Plan – Adoption Agreement (Incorporated by reference to Exhibit 99.1 of Registrant’s Form S-8 filed with SEC on December 23, 2021)

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10.7		Uwharrie Capital Corp Employees 401(k) Retirement Plan – Plan Document (Incorporated by reference to Exhibit 99.2 of Registrant’s Form S-8 filed with SEC on December 23, 2021)
10.8		Uwharrie Capital Corp Employees 401(k) Retirement Plan – Amendment for SECURE Act (Incorporated by reference to Exhibit 99.3 of Registrant’s Form S-8 filed with SEC on December 23, 2021)
10.9		Uwharrie Capital Corp Employees 401(k) Retirement Plan – Amendment for CARES Act (Incorporated by reference to Exhibit 99.4 of Registrant’s Form S-8 filed with SEC on December 23, 2021)
10.10		Uwharrie Capital Corp Employees 401(k) Retirement Plan – Amendment Number Three (Incorporated by reference to Exhibit 99.5 of Registrant’s Form S-8 filed with SEC on December 23, 2021)
19		Code of Business Conduct and Ethics (including insider trading policies) ( filed herewith )
21		Subsidiaries of the Registrant ( filed herewith )
23		Consent of Forvis Mazars, LLP ( filed herewith )
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ( filed herewith )
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ( filed herewith )
32		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ( furnished herewith )
101		Interactive data files providing financial information from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, in inline XBRL (eXtensible Business Reporting Language) ( filed herewith )
104		Cover page interactive data file (formatted in inline XBRL and contained in Exhibit 101)

Item 16. Form 10-K Summary.

Registrants may voluntarily include a summary of information required by Form 10-K under this Item 16. We have elected not to include such summary information.

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SIGNAT URES

Pursuant to the requirements of Section 13 or 15(d) 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.

UWHARRIE CAPITAL CORP
By:		/s/ Roger L. Dick
		Roger L. Dick, Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Roger L. Dick				March 6, 2025
Roger L. Dick, Chief Executive Officer
/s/ Heather H. Almond				March 6, 2025
Heather H. Almond, Principal Financial Officer and Principal Accounting Officer
/s/ Merlin Amirtharaj				March 6, 2025
Merlin Amirtharaj, Director
/s/ Aaron D. Bates				March 6, 2025
Aaron D. Bates, Director
/s/ Dean M. Bowers				March 6, 2025
Dean M. Bowers, Director
/s/ Vanessa O. Chambers				March 6, 2025
Vanessa O. Chambers, Director
/s/ Deidre B. Foster				March 6, 2025
Deidre B. Foster, Director
/s/ Allen K. Furr				March 6, 2025
Allen K. Furr, Director
/s/ Cynthia B. Hanson				March 6, 2025
Cynthia B. Hanson, Director
/s/ Matthew R. Hudson				March 6, 2025
Matthew R. Hudson, Director
/s/ Mary N. Klauder				March 6, 2025
Mary N. Klauder, Director
/s/ Matthew D. McAulay				March 6, 2025
Matthew D. McAulay, Director
/s/ Wesley A. Morgan				March 6, 2025
Wesley A. Morgan, Director
/s/ Chris M. Poplin				March 6, 2025
Chris M. Poplin, Director

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/s/ Frank A. Rankin, III				March 6, 2025
Frank A. Rankin, III, Director
/s/ Vernon A. Russell				March 6, 2025
Vernon A. Russell, Director
/s/ S. Todd Swaringen				March 6, 2025
S. Todd Swaringen, Director

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