Form 4: UWHARRIE CAPITAL Director Acquires Shares for Retainer

Uwharrie Capital Corp Director Matthew D. McAulay acquired 142 shares of common stock at $10.50 per share on December 15, 2025, as part of his annual retainer.

Summary

• Matthew D. McAulay, a Director of UWHARRIE CAPITAL CORP (UWHR), acquired 142 shares of common stock.
• The transaction occurred on December 15, 2025, and was reported on December 16, 2025.
• The shares were acquired at a price of $10.50 per share.
• This acquisition represents payment for a portion of his Annual Retainer for serving as a Director.
• Following this transaction, Mr. McAulay beneficially owns 1,802 shares of common stock, held jointly with his spouse.
• The transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 6

Explanation: Slightly positive as a director is increasing their stake in the company, aligning interests with shareholders, through a pre-planned compensation mechanism.

Positives

• Director Matthew D. McAulay is increasing his beneficial ownership in UWHARRIE CAPITAL CORP, aligning his interests with shareholders.
• The acquisition is part of a pre-planned compensation structure, indicating a systematic and transparent approach to director remuneration.

Future Outlook

This filing does not contain forward-looking statements or guidance beyond the reported transaction date.

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.

Industry Context

Director compensation often includes equity components to align management and board interests with those of shareholders. The use of Rule 10b5-1 plans for such acquisitions is a common practice to provide an affirmative defense against insider trading allegations, demonstrating a pre-planned and transparent approach to equity-based compensation.

Comparison to Industry Standards

• The practice of compensating directors with company stock is a standard corporate governance practice across various industries, including financial services, to foster alignment with shareholder interests.
• The use of a Rule 10b5-1 plan for this acquisition is consistent with best practices for insider transactions, providing transparency and mitigating potential insider trading concerns, a common approach among publicly traded companies.

Corporate Governance

Stakeholder Impact

• Shareholders: The acquisition by a director increases insider ownership, which can be viewed positively as it aligns the director's financial interests with those of other shareholders.

Key Dates

Keywords

UWHARRIE CAPITAL CORP, UWHR, Matthew D. McAulay, Director, Insider Transaction, Form 4, Stock Acquisition, Equity Compensation, Rule 10b5-1