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

Uwharrie Capital Corp Director Allen K. Furr acquired 159 shares of common stock as part of his annual retainer, while the Board of Directors formally designated key executives as SEC Reporting Persons and established related compliance procedures.

Summary

• Uwharrie Capital Corp Director Allen K. Furr acquired 159 shares of common stock on June 18, 2025.
• The acquisition was valued at $9.4 per share and represents payment for a portion of Mr. Furr's Annual Retainer for his service as a Director.
• Following this transaction, Mr. Furr's beneficial ownership includes 4,106 shares held jointly with his spouse, 939 shares held directly, 8 shares held by his spouse as custodian for their daughter, 224 shares held by Cede & Co. for his Roth IRA, 224 shares held by Cede & Co. for his spouse's IRA, and 4,313 shares held by Cede & Co. for his IRA.
• The Board of Directors of Uwharrie Capital Corp, in a meeting on January 21, 2025, formally designated ten individuals and the Board of Directors collectively as "Reporting Persons" for purposes of SEC Rule 16a.
• These designated Reporting Persons include the Board of Directors, the President and CEO, Chief Risk Officer, Chief Operations Officer, President & CEO of Uwharrie Investment Advisors, President of Uwharrie Bank Mortgage, Chief Financial Officer, Chief Credit Officer, Chief People Officer, and Executive Vice President & Corporate Secretary.
• The resolution excludes all other officers from policymaking functions from being designated as Reporting Persons.
• A Pre-Clearance Policy for Uwharrie Capital Corp Stock Transactions was established, requiring Reporting Persons to notify Tamara M. Singletary, the designated contact person for stock matters, prior to any transaction affecting their beneficial ownership.
• While compliance is the sole responsibility of individual Reporting Persons, Tamara M. Singletary or her designee will assist with reporting forms to ensure timely SEC 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 due to the director's stock acquisition, which aligns interests, and the company's proactive steps in formalizing corporate governance and compliance procedures, which are generally viewed favorably. There are no negative financial results or significant adverse events reported.

Positives

• Director Allen K. Furr increased his direct and indirect beneficial ownership in Uwharrie Capital Corp by acquiring 159 shares, aligning his interests with shareholders.
• The Board of Directors has formalized and clarified the designation of "Reporting Persons" and established a pre-clearance policy for stock transactions, enhancing corporate governance and compliance with SEC Rule 16a and 16b.
• The company has designated a contact person (Tamara M. Singletary) and authorized individuals to assist Reporting Persons with timely SEC filings, demonstrating a commitment to regulatory compliance.

Risks

• Risk of non-compliance with SEC Rules 16a and 16b if Reporting Persons fail to adhere to the Pre-Clearance Policy or timely file required forms.
• Potential for insider trading if the pre-clearance policy is not strictly followed or if transactions occur without proper notification.

Future Outlook

The document primarily details a past insider transaction and a corporate governance resolution, providing no explicit forward-looking statements or financial guidance regarding the company's future performance or strategic direction.

Management Comments

• "All other officers of the Company are excluded from policymaking functions and, therefore, are not Reporting Persons of the Company."
• "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)."
• "The 'Reporting Persons' authorize and designate Roger L. Dick, R. David Beaver, III, Heather H. Almond or Tamara M. Singletary to sign SEC Forms 3, 4 and 5 and file in their behalf, if needed."

Industry Context

This filing provides insight into the corporate governance practices of Uwharrie Capital Corp, a financial services company. The designation of SEC Reporting Persons and the establishment of a pre-clearance policy for stock transactions are standard compliance measures within the banking and financial industry, aimed at preventing insider trading and ensuring transparency in executive and director stock ownership.

Comparison to Industry Standards

• The designation of specific individuals as "Reporting Persons" for SEC Rule 16a purposes is a standard corporate governance practice for publicly traded companies, particularly in the financial sector, to ensure compliance with insider trading regulations.
• The implementation of a pre-clearance policy for stock transactions by insiders aligns with best practices in corporate governance, similar to policies adopted by major financial institutions like JPMorgan Chase or Bank of America, to mitigate risks associated with insider trading and maintain market integrity.
• The authorization of specific executives (Roger L. Dick, R. David Beaver, III, Heather H. Almond, Tamara M. Singletary) to sign and file SEC Forms 3, 4, and 5 on behalf of Reporting Persons is a common administrative procedure to streamline compliance processes, mirroring practices seen in other regulated industries.

Corporate Governance

Related Party Transactions

• Acquisition of 159 shares of common stock by Director Allen K. Furr from Uwharrie Capital Corp as payment for a portion of his Annual Retainer.

Stakeholder Impact

• Shareholders: Increased transparency regarding insider stock ownership and transactions, potentially enhancing investor confidence due to formalized corporate governance. The director's acquisition of shares aligns his interests with other shareholders.
• Employees: Clarification for certain officers regarding their status as "Reporting Persons" and the associated compliance requirements. Other officers are explicitly excluded from these reporting requirements.
• Management/Directors: Clear guidelines and responsibilities for compliance with SEC insider trading rules, including a pre-clearance policy and assistance for filing forms.

Next Steps

• Reporting Persons are required to comply with the Pre-Clearance Policy for Uwharrie Capital Corp Stock Transactions.
• Reporting Persons must notify Tamara M. Singletary prior to engaging in any transaction involving or affecting their beneficial ownership of equity securities.
• Tamara M. Singletary or her designee will continue to assist Reporting Persons with reporting forms to ensure timely filings with the SEC.

Key Dates

Keywords

Uwharrie Capital Corp, UWHR, SEC Form 4, Insider Trading, Beneficial Ownership, Director Stock Acquisition, Corporate Governance, SEC Reporting Persons, Rule 16a, Rule 16b, Financial Services, Banking, Stock Transaction Policy, Compliance