Form 4: UWHARRIE CAPITAL Director Acquires Stock as Compensation

Uwharrie Capital Corp Director Mary N. Klauder acquired 142 shares of common stock as part of her annual retainer, increasing her beneficial ownership to 9,526 shares.

Summary

• Mary N. Klauder, a Director of Uwharrie Capital Corp (UWHR), acquired 142 shares of common stock.
• The transaction occurred on December 15, 2025, at a price of $10.5 per share.
• This acquisition represents payment for a portion of Ms. Klauder's Annual Retainer for her service as a Director.
• Following this transaction, Ms. Klauder beneficially owns 9,526 shares of Uwharrie Capital Corp common stock.
• 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 increasing their stake, even through compensation, generally aligns their interests with shareholders. The transaction is routine for compensation.

Positives

• A Director increasing their beneficial ownership, even through compensation, generally indicates alignment of interests with shareholders.
• The transaction was executed under a Rule 10b5-1(c) plan, suggesting a pre-planned and transparent compensation structure.

Negatives

• The acquisition is part of compensation rather than a direct cash purchase, which might be viewed differently by some investors.

Future Outlook

This filing does not contain forward-looking statements or guidance regarding the company's future performance or outlook.

Management Comments

• The 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 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 the interests of board members with those of shareholders. The use of Rule 10b5-1 plans for such transactions is a common practice to ensure compliance with insider trading regulations and provide transparency.

Comparison to Industry Standards

• Equity-based compensation for directors is a standard practice across many industries, including financial services, to incentivize long-term value creation.
• The use of a Rule 10b5-1 plan for such compensation is a best practice for corporate governance, similar to how executives at companies like JPMorgan Chase or Bank of America might receive equity awards under pre-arranged plans.

Corporate Governance

Related Party Transactions

• The acquisition of common stock by Director Mary N. Klauder as payment for her Annual Retainer constitutes a related party transaction, which is a standard form of compensation for board members.

Stakeholder Impact

• Shareholders: The increase in director ownership, even through compensation, can be viewed positively as it aligns the director's financial interests with the company's long-term performance.
• Employees: No direct impact mentioned.

Key Dates

Keywords

Uwharrie Capital Corp, UWHR, Form 4, Insider Transaction, Director Compensation, Stock Acquisition, Rule 10b5-1, Beneficial Ownership