Form 4: Uwharrie Capital Director Acquires Shares as Part of Annual Retainer, Board Designates Key Reporting Persons

Uwharrie Capital Corp Director Mary N. Klauder acquired 159 shares of common stock at $9.40 per share as part of her annual retainer, while the Board of Directors formally designated key executives and directors as 'Reporting Persons' subject to insider trading rules and established a pre-clearance policy for stock transactions.

Summary

• Mary N. Klauder, a Director of Uwharrie Capital Corp (UWHR), acquired 159 shares of common stock on June 18, 2025.
• The shares were acquired at a price of $9.40 per share.
• This acquisition represents payment for a portion of Ms. Klauder's Annual Retainer for serving as a Director.
• Following this transaction, Ms. Klauder beneficially owns 9,111 shares of Uwharrie Capital Corp common stock directly.
• The Board of Directors of Uwharrie Capital Corp formally designated specific individuals, including all Board members and key executives, as 'Reporting Persons' for SEC Rule 16a purposes.
• Designated Reporting Persons include Roger L. Dick (President and CEO), R. David Beaver, III (Chief Risk Officer and President of Uwharrie Bank), Jason R. Andrew (Chief Operations Officer), Christy D. Stoner (President & CEO of Uwharrie Investment Advisors and Chief Marketing Officer), Jeffrey L. Trout (President of Uwharrie Bank Mortgage), Heather H. Almond (Chief Financial Officer), Cheryl P. Rinehardt (Chief Credit Officer), Brooke L. Senter (Chief People Officer and Assistant Corporate Secretary), and Tamara M. Singletary (Executive Vice President & Corporate Secretary).
• All other officers not involved in policymaking functions are explicitly excluded from being Reporting Persons.
• A Pre-Clearance Policy for Uwharrie Capital Corp Stock Transactions has been set forth by the Board of Directors, requiring Reporting Persons to notify Tamara M. Singletary prior to any transaction involving the company's equity securities.
• Compliance with SEC reporting rules (Rules 16a and 16b) is the sole responsibility of individual Reporting Persons, though Tamara M. Singletary or her designee will assist with timely filings.
• Roger L. Dick, R. David Beaver, III, Heather H. Almond, or Tamara M. Singletary are authorized to sign and file SEC Forms 3, 4, and 5 on behalf of the Reporting Persons.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While the Form 4 itself is a routine compensation-related transaction, the accompanying board resolution demonstrates a proactive approach to corporate governance and compliance, which is a positive signal for investors regarding internal controls and transparency.

Positives

• Director Mary N. Klauder's acquisition of shares as part of her retainer aligns her interests with those of shareholders.
• The formal designation of 'Reporting Persons' and establishment of a 'Pre-Clearance Policy' enhance corporate governance and transparency regarding insider stock transactions.
• The company's commitment to assisting Reporting Persons with SEC filings helps ensure timely and accurate compliance.

Risks

• Risk of violations of SEC Rules 16a and 16b if Reporting Persons do not comply with the Pre-Clearance Policy or fail to report transactions accurately and timely.
• Potential for reputational damage or regulatory penalties if insider trading rules are not strictly adhered to by designated Reporting Persons.

Future Outlook

The document outlines ongoing corporate governance procedures, specifically the requirement for designated 'Reporting Persons' to adhere to a Pre-Clearance Policy for all stock transactions and to ensure timely compliance with SEC reporting obligations under Rules 16a and 16b. This indicates a commitment to maintaining robust internal controls and transparency for future insider dealings.

Management Comments

• "This acquisition represents payment for a portion of the reporting person's Annual Retainer for serving in the capacity of Director."
• "The number of shares acquired by the reporting person is based on the amount of the Annual Retainer being paid divided by the trading price of the issuer's common stock acquired for this specific payment."
• "Compliance with the reporting rules is the sole responsibility of the individual Reporting Persons and not the Company; however, Tamara M. Singletary or designee will assist persons with reporting forms to ensure timely filings with the Securities and Exchange Commission (SEC)."

Industry Context

This SEC Form 4 filing and accompanying board resolution are standard practices within the financial services industry, particularly for publicly traded banks and financial holding companies like Uwharrie Capital Corp. The acquisition of shares by a director as part of compensation is a common method of aligning management and board interests with shareholders. The formalization of 'Reporting Persons' and a 'Pre-Clearance Policy' reflects a commitment to robust corporate governance, which is increasingly scrutinized in the banking sector to prevent insider trading and ensure regulatory compliance.

Comparison to Industry Standards

• The practice of compensating directors with equity, as seen with Mary N. Klauder's share acquisition, is a common industry standard for aligning director incentives with shareholder value, comparable to practices at regional banks like First Citizens BancShares (FCNCA) or Truist Financial Corporation (TFC) where equity compensation is a component of director pay.
• The establishment of a formal 'Pre-Clearance Policy' for insider stock transactions and the designation of 'Reporting Persons' for SEC Rule 16a compliance are best practices in corporate governance, mirroring policies found at well-governed financial institutions across the U.S. banking sector, such as PNC Financial Services Group (PNC) or Fifth Third Bancorp (FITB), which maintain strict internal controls over insider trading.
• The company's commitment to assisting Reporting Persons with SEC filings, while emphasizing individual responsibility, aligns with the support structures often provided by larger financial institutions to ensure compliance, though the ultimate legal burden remains with the individual.

Corporate Governance

Related Party Transactions

• The acquisition of 159 shares by Director Mary N. Klauder as payment for her Annual Retainer constitutes a related party transaction, as it involves compensation from the company to a member of its board.

Stakeholder Impact

• **Shareholders**: Benefit from increased transparency regarding insider transactions and enhanced corporate governance practices, which can build trust and potentially reduce risks associated with insider trading. The director's equity compensation aligns her interests with shareholder value.
• **Employees (Designated Reporting Persons)**: Are now subject to stricter compliance requirements, including a pre-clearance policy for stock transactions, which necessitates greater diligence in managing their personal investments in company stock.
• **Regulatory Authorities (SEC)**: The formalization of Reporting Persons and the pre-clearance policy demonstrate the company's commitment to complying with Section 16 of the Securities Exchange Act of 1934, facilitating regulatory oversight.

Next Steps

• Designated Reporting Persons are required to comply with the Pre-Clearance Policy for Uwharrie Capital Corp Stock Transactions prior to engaging in any transaction involving the company's equity securities.
• Reporting Persons must notify Tamara M. Singletary, the Company's contact person for stock matters, before any beneficial ownership change.
• Tamara M. Singletary or her designee will continue to assist Reporting Persons with SEC Forms 3, 4, and 5 to ensure timely filings.
• Roger L. Dick, R. David Beaver, III, Heather H. Almond, or Tamara M. Singletary are authorized to sign and file SEC Forms 3, 4, and 5 on behalf of Reporting Persons as needed.

Key Dates

Keywords

Uwharrie Capital Corp, UWHR, SEC Form 4, Insider Transaction, Director Compensation, Stock Acquisition, Beneficial Ownership, Corporate Governance, SEC Reporting, Rule 16a, Rule 16b, Pre-Clearance Policy, Financial Services, Banking