UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant  x                             Filed by a party other than the Registrant  ¨

Check the appropriate box:

☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material under §240.14a-12

UWHARRIE CAPITAL CORP

(Name of Registrantregistrant as Specified In Its Charter)specified in its charter)

(Name of Person(s) Filing Proxy Statement,person(s) filing proxy statement, if other than the Registrant)registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.

☐Fee paid previously with preliminary materials.

☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Uwharrie Capital Corp

132 North First Street

Albemarle, North Carolina 28001

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

and

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

NOTICE is hereby given that the Annual Meeting of Shareholders of Uwharrie Capital Corp (the “Company”) will be held as follows:

The purposes of the meeting are:

You are invited to attend the annual meeting in person. However, even if you plan to attend, you are requested to complete, sign and date the enclosed appointment of proxy and return it promptly in the envelope provided for that purpose or to vote via the internet in order to ensure that a quorum is present at the meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 28, 2024:

We first mailed the Notice of Internet Availability of Proxy Materials to our shareholders on or about April 12, 2024. The givingNotice and Proxy Statement and the Company’s Annual Report on Form 10-K are available on the internet at www.proxyvote.com.

Special Note Regarding Remote Participation:

The Annual Meeting of anShareholders is being held solely by means of remote communication in a virtual-only format. We encourage each shareholder to take advantage of the ability to vote by proxy via internet, telephone, or mail, as instructed on the Notice of Internet Availability of Proxy Materials and the appointment of proxy will not affect your right to revoke it or to attend the meeting and vote in person.

We have elected to furnish our proxy solicitation materials via U.S. mail and also to notify youproxy. For more information, please see “Remote Participation” on page 1 of the availability of ouraccompanying proxy materials on the internet. The notice of annual meeting, proxy statement, proxy card and annual report are available at www.edocumentview.com/UWHR.statement.

	By Order of the Board of Directors
Roger L. Dick	Tamara M. Singletary
	Executive Vice President and Chief Executive OfficerCorporate Secretary
April 12, 2024

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April 18, 2016

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Uwharrie Capital Corp

132 North First Street

Albemarle, North Carolina 28001

704-982-4415

PROXY STATEMENT

Dated: April 12, 2024

ANNUAL MEETING OF SHAREHOLDERS

This Proxy Statement is being furnished in connection with the solicitation by the Board of Directors of Uwharrie Capital Corp (the “Company”) of appointments of proxy for use at the annual meeting of the Company’s shareholders (the “Annual Meeting”) to be held on May 10, 2016,28, 2024, at 6:10:00 p.m.,a.m. by means of remote communication in the Stanly County Agri-Civic Center, 26032 Newt Road, Albemarle, North Carolina, and at any adjournments thereof.a virtual-only format. The Company’s proxy solicitation materials are being mailedmade available on or about April 18, 201612, 2024 to shareholders of record as of March 10, 2016.25, 2024.

Internet Availability of Proxy Materials

We are providing proxy materials to our shareholders primarily via the internet, instead of mailing printed copies of those materials to each shareholder. By doing so, we save costs and reduce the environmental impact of the Annual Meeting. On or about April 12, 2024, we mailed a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) to our shareholders. The Internet Notice contains instructions about how to access our proxy materials and vote. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Internet Notice.

Remote Participation

The Annual Meeting will be held solely by means of remote communication via live video conference, in a virtual-only format. Even if you plan to attend the virtual meeting, we stronglyencourage all shareholders to vote by proxy in advance of the meeting. To register to attend the virtual meeting, please contact our investor relations department by sending an email to investorrelations@uwharrie.com or by calling 704-982-4415 or 800-438-6864. Shareholders participating remotely will have the same rights as if they were attending the meeting in person, including the ability to vote shares during the meeting and ask questions using the online chat feature. We may exercise our discretion in selecting questions to be answered during the meeting and may not have time to respond to all questions submitted.

Voting of Proxies

Persons named in the enclosed appointment of proxy as proxies (the “Proxies”) to represent shareholders at the Annual Meeting are Roger L. Dick, Brendan P. DuffeyR. David Beaver, III and Christy D. Stoner.Stoner (the “Proxies”). Shares represented by each appointment of proxy that is properly executed, returned and not revoked, will be voted in accordance with the directions contained therein. If no directions are given, such shares will be

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voted “FOR” the election of each of the nine (9)four nominees for director named in Proposal 1 and “FOR” Proposal 2. If, at or before the time of the Annual Meeting, any nominee named in Proposal 1 has become unavailable for any reason, the Proxies will be authorized to vote for a substitute nominee. On such other matters as may come before the meeting, the Proxies will be authorized to vote in accordance with their best judgment.

Record Date

The close of business on March 10, 201625, 2024, has been fixed as the record date (the “Record Date”) for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. Only shareholders of record on that datethe Record Date will be eligible to vote on the proposals described herein.

Voting Securities

The Company’s voting securities are the shares of its common stock, par value $1.25 per share, of which 20,000,000 shares are authorized and 6,983,0177,114,718 shares were outstanding on March 10, 2016.25, 2024. There were approximately 3,3512,451 record shareholders of the Company’s common stock on March 10, 2016.25, 2024. This number does not include shareholders for whom shares are held in “nominee” or “street” name.

The Company’s Articles of Incorporation also authorize the issuance of up to 10,000,000 shares of preferred stock, no par value, having such rights, privileges and preferences as the Board of Directors shall designate from time to time. As of March 10, 2016,25, 2024, there were no shares of the Company’s preferred stock outstanding.

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Voting Procedures; Quorum; Votes Required for Approval

At the Annual Meeting, each shareholder will be entitled to one vote for each share of common stock held of record on the Record Date on each matter submitted for voting and, in the election of directors, for each director to be elected. In accordance with North Carolina law, shareholdersShareholders will not be entitled to vote cumulatively in the election of directors.

A majority of the shares of the Company’s common stock issued and outstanding on the Record Date must be present in person (virtually) or by proxy to constitute a quorum for the conduct of business at the Annual Meeting.

Assuming a quorum is present, in the case of Proposal 1 below, the nine (9)four nominees receiving the greatest number of votes shall be elected. In the case of Proposal 2, for such proposal to be approved, the number of votes cast in favor of the proposal must exceed the number of votes cast against the proposal.

“Withhold” Votes, Abstentions and Broker Non-Votes

“Withhold” votes, abstentions and broker non-votes are counted as present or represented for purposes of determining the presence or absence of a quorum for the Annual Meeting. A broker non-vote occurs when a nominee holding shares in street name for a beneficial owner votes on one proposal but does not vote on another proposal because, with respect to such other proposal, the

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nominee does not have discretionary voting power and has not received voting instructions from the beneficial owner.

Under New York Stock Exchange (“NYSE”) rules, Proposal 2, the ratification of the appointment of Forvis, LLP to serve as the Company’s independent registered public accounting firm for 2024, is considered a “routine” matter, which means that brokerage firms may vote in their discretion on this proposal on behalf of clients who have not furnished voting instructions. However, Proposal 1, the election of directors, is a “non-routine” matter under NYSE rules, which means that brokerage firms that have not received voting instructions from their clients on this matter may not vote on this proposal.

With respect to Proposal 1, the election of directors, only “for” and “withhold” votes may be cast. Broker non-votes are not considered votes cast for the foregoing purpose and will therefore have no effect on the election of director nominees. “Withhold” votes will also generally have no effect on the election of director nominees.

With respect to Proposal 2, the ratification of the appointment of Forvis, LLP to serve as the Company’s independent registered public accounting firm for 2024, you may vote “for” or “against” this proposal, or you may “abstain” from voting on this proposal. Abstentions and broker non-votes will have no effect.are not deemed to constitute “votes cast” and, therefore, do not count either for or against approval of Proposal 2. As discussed above, because Proposal 2, the ratification of the appointment of Forvis, LLP to serve as the Company’s independent registered public accounting firm for 2024, is considered a “routine” matter, we do not expect any broker non-votes with respect to this proposal.

Revocation of Appointment of Proxy

Any shareholder who executes an appointment of proxy has the right to revoke it at any time before it is exercised by filing with the Secretary of the Company either an instrument revoking it or a duly executed appointment of proxy bearing a later date, or by attending the Annual Meeting and announcing his or her intention to votevoting in person.person (virtually).

Expenses of Solicitation

The Company will pay the cost of preparing assembling and mailing this Proxy Statement.Statement and soliciting proxies. Appointments of proxy also may be solicited personally, by mail, internet or telephone by the directors, officers and employees of the Company and its subsidiaries without additional compensation. The Company will reimburse banks, brokers and other custodians, nominees and fiduciaries for their costs in sending the proxy materials to beneficial owners.

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Authorization to Vote on Adjournment and Other Matters

Unless the Secretary of the Company is instructed otherwise, by signing an appointment of proxy, shareholders will be authorizing the Proxies to vote in their discretion regarding any procedural motions that may come before the Annual Meeting. For example, this authority could be used to adjourn the Annual Meeting if the Company believes it is desirable to do so. Adjournment or other procedural mattersmotions could be used to obtain more time before a vote is taken in order to solicit additional appointments of proxy to establish a quorum or to provide additional information to shareholders. However, appointments of proxy voted against any one of the Proposalsproposals will not be used to adjourn the Annual Meeting. The Company does not have any plans to adjourn the meeting at this time, but intends to do so, if needed, to promote shareholder interests.

Hedging Policy

2The Company has not adopted any practice or policy regarding the ability of our employees (including officers) or directors, or any of their designees, to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities.

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Beneficial Ownership of Securities by Directors, Nominees and Executive Officers

As of March 31, 2016,April 8, 2024, no shareholder known to management beneficially owned more than 5% of the Company’s common stock.stock, with the exception of Roger L. Dick.

The following table lists the individual beneficial ownership of the Company’s common stock as of March 31, 2016,April 8, 2024, by the Company’s current directors, nominees for director and named executive officers, and by all current directors, nominees, and executive officers of the Company as a group. Current directors, nominees and executive officers as a group beneficially owned 7.78%11.41% of the Company’s common stock on such date.

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership (1) (2)				Percent of Class
W. Stephen Aldridge, III			15,424	(3)			0.22
Albemarle, NC
R. David Beaver, III			14,208	(4)			0.20
Albemarle, NC
Nadine B. Bowers			33,149	(5)			0.47
New London, NC
Joe S. Brooks			31,026	(6)			0.44
Albemarle, NC
Ronald T. Burleson			19,624	(7)			0.28
Richfield, NC
Bill C. Burnside			13,391	(8)			0.19
Albemarle, NC
James O. Campbell			2,806	(9)			0.04
Concord, NC
Raymond R. Cranford, Jr.			5,396	(10)			0.08
Albemarle, NC
Roger L. Dick			221,998	(11)			3.18
Albemarle, NC
Brendan P. Duffey			54,339	(12)			0.78
Harrisburg, NC
Tara G. Eudy			1,406				0.02
Peachland, NC
Charles F. (Tad) Geschickter, III			1,419				0.02
Stanfield, NC
Thomas M. Hearne, Jr.			19,895				0.28
Albemarle, NC
Charles D. Horne			1,417				0.02
Wadesboro, NC

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		Amount and Nature
		of Beneficial			Percent of
Name of Beneficial Owner		Ownership(1)(2)			Class
Merlin Amirtharaj		4,267			*
Aaron D. Bates		1,025			*
R. David Beaver, III		56,023	(3)		*
Dean M. Bowers		8,783	(4)		*
James O. Campbell		6,905			*
Vanessa O. Chambers		1,811			*
Roger L. Dick		407,220	(5)		5.73
Tara G. Eudy		3,730			*
Deidre B. Foster		3,208			*
Allen K. Furr		9,101	(6)		*
Cynthia B. Hanson		1,363			*
Matthew R. Hudson		3,208			*
Mary N. Klauder		8,409			*
Matthew D. McAulay		1,057			*
Wesley A. Morgan		6,048			*
Chris M. Poplin		8,741			*
Frank A. (Alex) Rankin, III		49,151			*
Vernon A. Russell		10,515	(7)		*
S. Todd Swaringen		3,912			*
Jeffrey L. Trout		12,976			*
All current directors, nominees and    executive officers as a group (26 persons)(8)		810,448			11.41%

3* Less than 1% of outstanding shares.

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Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership (1)(2)				Percent of Class
Harvey H. Leavitt, III			3,493	(13)			0.05
Wadesboro, NC
Samuel M. Leder			1,861	(14)			0.03
Concord, NC
W. Chester Lowder			3,681	(15)			0.05
Norwood, NC
Cynthia L. Mynatt			3,136				0.04
Concord, NC
James E. Nance			40,360	(16)			0.58
Albemarle, NC
Frank A. (Alex) Rankin, III			19,830				0.28
Concord, NC
S. Todd Swaringen			1,560				0.02
Norwood, NC
Dusty W. West			33,861	(17)			0.48
Mount Gilead, NC
All current directors, nominees			543,280				7.78
and executive officers as a group
(22 persons)

(1)

(1) Except as otherwise noted, to the best knowledge of management of the Company, the individuals named or included in the group above exercise sole voting and investment power with respect to all shares shown as beneficially owned. The calculations of the percentage of class beneficially owned by each individual are based on a total of 6,981,817 shares outstanding on March 31, 2016. As of such date, none of the identified individuals owned any stock options entitling the option holder to acquire shares of Company common stock.

(2)

Includes shares over which the named individual shares voting and investment power as follows: Mr. Beaver – 6,654 shares; Mr. Brooks – 15,839 shares; Dr. Burnside – 12,338 shares; Mr. Duffey – 1,134 shares; Mr. Geschickter – 1,419 shares; Mr. Leder – 251 shares; Mr. Lowder – 2,375 shares; Mr. Nance – 13,168 shares; and Mr. West – 27,283 shares.

(3)	Includes 1,101 shares held by Dr. Aldridge as custodian for minor child and 9,987 shares held by Dr. Aldridge’s mother, for whom Dr. Aldridge holds Power of Attorney.

(4)	Includes 4,378 shares held by the Uwharrie Capital Corp Supplemental Executive Retirement Plan for the benefit of R. David Beaver, III, with respect to which John R. Morgan serves as trustee.

(5)	Includes 10,717 shares held by Mrs. Bowers’ spouse.

(6)	Includes 339 shares held by Mr. Brooks’ adult child.

(7)	Includes 972 shares held by Mr. Burleson’s spouse.

(8)	Includes 500 shares held by Dr. Burnside’s spouse.

(9)	Includes 251 shares held by Mr. Campbell as executor for his mother.

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(10)	Includes 604 shares held by Mr. Cranford as custodian for his daughter.

(11)	Includes 157,022 shares held by the Uwharrie Capital Corp Supplemental Executive Retirement Plan for the benefit of Roger L. Dick, with respect to which John R. Morgan serves as trustee.

(12)	Includes 40,292 shares held by the Uwharrie Capital Corp Supplemental Executive Retirement Plan for the benefit of Brendan P. Duffey, with respect to which John R. Morgan serves as trustee.

(13)	Includes 174 shares held by Mr. Leavitt’s spouse.

(14)	Includes 125 shares held by Mr. Leder as custodian for son.

(15)	Includes 692 shares held by Mr. Lowder’s adult child.

(16)	Includes 13,524 shares held by Mr. Nance as custodian for his daughters and 6,762 shares owned by Mr. Nance’s spouse.

(17)	Includes 2,168 shares held by Mr. West’s sons.

Section 16(a) Beneficial Ownership Reporting Compliance

Directors and executive officers of the Company are required by federal law to file reports with the Securities and Exchange Commission (“SEC”) regarding the amount of and changes in their beneficial ownership of the Company’s common stock. To the knowledge of the management of the Company, the individuals named or included in the group above exercise sole voting and investment power with respect to all shares shown as beneficially owned. The calculations of the percentage of class beneficially owned by each individual and the group are based upon information suppliedon a total of 7,103,003 shares outstanding on April 8, 2024. As of such date, none of the identified individuals owned any stock options entitling the option holder to acquire shares of Company common stock.

PROPOSAL 1: ELECTION OF DIRECTORS

Nominees

The Company’s Bylaws currently provide for a Board of Directors composed of not less than twelve (12) nor more than twenty-one (21) members divided into three classes of directors who are elected to staggered terms of three (3) years. The Board of Directors has set the number of directorships for the Annual Meeting at eighteen (18).fifteen. The Board of Directors has nominated the nine (9)four persons named in the following table for election by shareholders at the Annual Meeting as directors of the Company, each to serve for the term of office indicated or otherwise until their respective successors are duly elected and qualified.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” EACH OF THE NOMINEES NAMED IN PROPOSAL 1 ABOVE.

Incumbent Directors

The Company’s current Board of Directors includes nine (9)eleven directors whose terms will continue after the Annual Meeting. The following table contains information about those nine (9)eleven incumbent directors.

In the tablestable above, the year first elected indicates the year in which each individual was first elected a director of the formerUwharrie Bank of Stanly, Anson Bank & Trust Co., Cabarrus Bank & Trust Companyor its predecessors, or the Company, as applicable, and does not reflect any break(s) in tenure. On September 1, 2013, Bank of Stanly, Anson Bank & Trust Co., and Cabarrus Bank & Trust Company consolidated under the name of Uwharrie Bank.

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Qualifications of Directors

A description of the specific experience, qualifications, attributes, or skills that led to the conclusion that each of the nominees and incumbentcurrent directors listed above should serve as a director of the Company is presented below. Each of the Company’s directors also serves as a director of the Company’s subsidiary, Uwharrie Bank.

W. Stephen Aldridge, III, Ph.D.Merlin Amirtharaj

Dr. Aldridge has been employed withMrs. Amirtharaj started her career at Stanly Funeral Home, Inc.,Community College, Albemarle, NC, since 2000in 1988 as an adjunct instructor. She later advanced to Program Head, Department Head, Associate Dean, Dean, and has servedretired as itsan Associate Vice President since 2003. He isof the lead funeral directorSchool of Business and funeral home manager. The company employs six full-time and over twenty part-time employees.Technology in July of 2018. Prior to joining Stanly Community College, she was a software programmer/analyst at Knowledgeable Solutions, Inc. in Monroe, NC.

Dr. Aldridge earnedShe graduated with a Bachelor of Science degree with Honors in Chemistry from Davidson College in 1996 and a Doctor of Philosophy degree in Chemistry in 2001Degree from the University of North CarolinaKerala, India. Upon moving to the United States, she obtained an Associate in Arts Degree in Business Computer Programming. During this time, she was active in Phi Beta Lambda, business organization and served as an officer. In 1992, she graduated from Pfeiffer College (University) with a Master’s Degree in Business Administration with a concentration in Finance. In 2002, she obtained a Master’s Degree in Management Information Systems from Bellevue University. During her tenure at Chapel Hill.Stanly Community College, she also held several Novell and Microsoft certifications.

Dr. Aldridge holds numerous leadership positions in the community including serviceMrs. Amirtharaj also served as Faculty Senate Chair, Chair of several Southern Association of Colleges and Schools Commission on Colleges (SACSCOC) sub-committees. She was a past Board member of the North Carolina Computer Instruction Association and served on the leadership team for several years and was responsible for hosting the North Carolina Computer Instruction Conference at Stanly Community College with 280 attendees. She served as a co-advisor of Phi Beta Lambda for over 20 years, was involved with the Health and Wellness Program at Stanly Community College, and was involved in start-ups of several programs at the college to keep up with the demands of the community. She served as an advisory board member for the Accounting and Business Department at the college.

In years past, she has served on the former Stanly Memorial Hospital Board, the Stanly County EconomicArts Council and the Albemarle Downtown Development Commission, pastCorporation Board. She is currently the Vice Chair of Stanly County Community Foundation Committee and the Chair of its Grants Sub-Committee. Mrs. Amirtharaj is an active member of Main Street United Methodist Church of Albemarle.

Mrs. Amirtharaj has extensive experience in education, leadership, business and technology.

Aaron D. Bates

Aaron Bates has been a practicing attorney in Anson County since 2010. Mr. Bates moved to Anson County upon finishing law school and began practicing law with Clodfelter Law Office, PLLC. In 2015, he opened Bates Law Firm, PLLC where he continues to practice law.

Mr. Bates was raised in Welcome, North Carolina where he graduated from North Davidson High School in 2003. He attended UNC Chapel Hill where he earned a double major in economics and political science in 2007. He graduated summa cum laude from North Carolina Central School of Law in 2010. During his time at North Carolina Central School of Law he served as senior editor on law review and participated in the North Carolina Driver’s License Restoration Project. He is active in his community and has previously served as chair for the Anson County Chamber of Commerce.

Mr. Bates has extensive experience in civil and criminal litigation.

Dean M. Bowers

Mr. Bowers has over thirty years of experience in the agricultural equipment industry. He is the Regional Sales Manager/Co-Owner of Quality Equipment, LLC. Quality Equipment, LLC is a farm equipment retail business selling John Deere farm equipment, irrigation equipment and precision agricultural equipment with thirty-six locations throughout North Carolina, South Carolina and Virginia. He is currently Chairman of the Board of Directors for Quality Equipment, LLC.

He graduated from Appalachian State University, Boone, NC, with a dual degree in Marketing and Management. An avid ASU supporter, Mr. Bowers has served on the Appalachian Corporate Council and the ASU Alumni Council.

He was an integral member of the Stanly County Environmental Affairs Board, Board member of the John P. Murray Community Care Clinic, and former member of the Albemarle Rotary Club.advisory board to create an accredited Agricultural Systems Technology program at Wake Tech. He alsohas served on the Board of Adjustments for the City of Albemarle Rotary Club and as Chairmanwas a member of the Stanly County ChamberChurch Council for First Lutheran Church of Commerce in 2007 and was appointed by NC Governor Beverly Perdue to a three-year appointment on the NC Board of Funeral Service in January of 2012 and was reappointed by Governor Pat McCrory to a second three year term in 2015. He currently serves on the Board of Directors for Stanly County Hospice.Albemarle.

He has attended multiple sessions of the North Carolina Bank Directors’ College and North Carolina Advanced Bank Directors’ College. HeMr. Bowers has extensive experience in smallthe agriculture industry and business management and civic involvement in Stanly County.management.

Dr. Aldridge has served as a member of the Uwharrie Capital Corp Board since 2009. He serves on the Audit Committee.

Nadine B. Bowers

Mrs. Bowers is a former Senior Vice President of both Uwharrie Investment Advisors, Inc. (formerly known as Strategic Investment Advisors, Inc.), a wholly-owned subsidiary of the Company, and Uwharrie Bank (formerly known as Bank of Stanly). She is now retired. Uwharrie Investment Advisors was incorporated in 1998 and is an SEC-registered investment adviser that provides investment advisory and asset management services.

Mrs. Bowers is a graduate of Kings Business College, Charlotte, NC. She has twenty-one years of banking experience and five years of investment management experience, previously holding Medicare Supplement/Long Term Care, Life/Accident/Health, securities licenses Series 7, Series 63 and Series 65. Prior to her banking experience, she was a stay at home wife, mother, community volunteer and substitute teacher. She also has prior work experience with Collins & Aikman Corporation and Southern Bell Telephone.

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Mrs. Bowers has extensive community involvement and currently serves with the Stanly Regional Medical Center Advisory Board, the Auxiliary and its Foundation Board’s Stanly Society. She also serves with Meals-On-Wheels, Xi Alpha Nu sorority, Daughters of the American Revolution (DAR), Stanly Community College Board of Trustees, serving as Chairwoman, and Stanly Community College Foundation Board. Additionally, she was recently appointed to the North Carolina State Community College Board of Trustees. She is also an active member of Salem United Methodist Church in Albemarle. Previously, Mrs. Bowers served with the Pfeiffer University Friends of the Library, Stanly County YMCA Board and American Red Cross Board.

Mrs. Bowers has extensive banking and investment services experience and civic involvement.

Mrs. Bowers was appointed to the Company Board in November of 2014 to fill a previous director’s unexpired term.

Joe S. Brooks

Mr. Brooks is the owner and manager of Brothers Precision Tool Co., a tool and die machine shop, in Albemarle, NC. He started the business in 1974 with other family members. The company currently employs five employees and specializes in high precision machine parts for a variety of industries. For over 13 years, he was also an instructor of Machine Technology at Stanly Community College, Albemarle, NC. Additionally, through Stanly Community College, he has performed machine technology in-facility training at various companies.

Mr. Brooks served on the Stanly Regional Medical Center Foundation Board and served as Chairman from 2008 to 2010. He actively serves in his church on its council and executive committee and has served as church treasurer since 1998.

For over 20 years, Mr. Brooks was involved with Cub Scouts and Boy Scouts of Troop 82, serving as Assistant Scoutmaster for over 15 years. He has served as the scout committee chairman since 1990.

He has extensive experience in overall small business management, machine technology and processes.

Mr. Brooks has served on the Uwharrie Capital Corp Board since 2005, having also served a previous six-year term beginning in 1997. He is also past Board Vice Chairman and past Chairman of the Audit Committee, Human Resources Committee, and Properties Committee. He currently serves as Vice Chairman of the Uwharrie Capital Corp Board and member of the Audit Committee.

In 2014, he was appointed by the North Carolina State Governor to the Stanly Community College Board of Trustees for a three-year term.

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Ronald T. Burleson

Mr. Burleson is an employee and partner of the family business, Thurman Burleson & Sons Farm, a cotton and grain farming operation in Richfield, NC. The farming operation currently farms over 3,500 acres of land in four counties. Since an early age, Mr. Burleson has been involved with every responsibility of the farming operation. He has also been involved with other family members in starting and operating Rolling Hills Gin, LLC, in Richfield, NC, a cotton gin operation begun in 1996.

Mr. Burleson earned an undergraduate degree in Agronomy from North Carolina State University. Mr. Burleson is involved in leadership roles on the local and state levels. He is a delegate to the National Cotton Council and the Corn Congress of the National Corn Growers Association, past board member of the North Carolina Soybean Production Association, Stanly County and NC State Farm Bureau board member, Corn Producers of North Carolina board member, Beltwide Cotton Cooperative board member and past Chairman and board member of the Southern Southeast Cotton Producers Association.

Mr. Burleson is past president of the North Carolina Cotton Production Association and the Corn Growers Association of North Carolina. He is past President of the Richfield Civitan Club and past Chairman of his church administrative board.

He has extensive experience in overall farm operation management and is heavily involved with regulatory and environmental aspects of the business on the local, state and national levels.

Mr. Burleson has been a member of the Uwharrie Capital Corp Board since 2008, having also served a previous six-year term beginning in 1997. He serves on the Audit Committee.

Bill C. Burnside, D.D.S.

Dr. Burnside owned and operated a private dental practice in Albemarle, NC from 1978 to May 2013, at which time the practice was sold. He has been retired since that time, but works one day a week at the Dental Clinic in the local Stanly County Health Department. He earned an undergraduate degree in Chemistry from the State University of New York in Binghamton, NY, and a Master of Arts in Teaching degree from the University of North Carolina at Chapel Hill. Dr. Burnside worked as a Research Assistant in the Department of Pathology of the Medical School at the University of North Carolina for one year. He earned a Doctor of Dental Surgery (DDS) degree from the University of North Carolina at Chapel Hill.

Dr. Burnside was recruited to join the North Carolina Air National Guard in 1992, and served as a dentist at the Air Guard base in Charlotte, NC. He retired in May 2012 at the rank of Lieutenant Colonel, after serving as the Chief of Dental Services for most of the 20 years.

Dr. Burnside has been active in the community serving as a member of the Albemarle Rotary Club for over 30 years, having served as treasurer, board member and president. He was an assistant scoutmaster for Troop 82 of the Boy Scouts for nine years, and is a member and deacon of the First Baptist Church, Albemarle.

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He has extensive experience in running a small business for three decades: meeting a monthly payroll for six employees, dealing with rising costs, regulations and taxes and meeting the demands of the public.

Dr. Burnside has served on the Uwharrie Capital Corp Board since 2009, having served a previous six-year term beginning in 1998. He serves on the Audit Committee.

James O. Campbell

Mr. Campbell, age 67, is a native of Concord, NC, graduating from Concord High School and the University of North Carolina –at Chapel Hill where he received a Bachelor of Science in Business Administration. He began his professional career in 1979 with Timberline Software Corporation, (NASDAQ: TMBS), a developer of application software for the construction and real estate industries, and was appointed Vice President of Sales in 1996. The company was purchased in 2003 by Sage Software, and Mr. Campbell continued in his senior management role there until 2005, when he became President of CIS Consulting Group, Inc. in Charlotte, NC. In 2010, CIS was acquired by Viewpoint Construction Software, where he was employed as Channel Sales Manager.

In 2016, Mr. Campbell joined AvidXchange, Inc., a provider of on-demand accounts payable management and automated payment solutions, as Vice President of Construction Sales in Charlotte, NC. He retired from AvidXchange in January of 2024.

Mr. Campbell is a Lifetime Honorary Board memberMember of the Boys and Girls Club of Cabarrus County, having served in several leadership capacities there and at his church, Central United Methodist in Concord, NC.

Mr. Campbell has extensive experience in the technology industry and in business management.

Mr. Campbell previously served onserves as Chair of the Company’s former subsidiary Cabarrus Bank & Trust Company Board of Directors. He serves on the Audit Committee.

Raymond R. (“Rudy”) Cranford, Jr.Vanessa O. Chambers

Mr. CranfordMrs. Chambers is an owneractively involved in the ministry and Vice President of Sales for Crook Motor Co., Inc., a new and used truck sales company in Albemarle, NC. He started working with Crook Motor Co. in 1986serves as a salesman. He later assumed the sales manager role,Community Outreach Advocate and Minister. She obtained her Diploma in 1999 becameBiblical Studies Degree from TCIF, Inc. Bible College in 2019.

Mrs. Chambers currently works as an in-home private duty Certified Nursing Assistant and has a partial ownernumber of years’ experience in the company. He has boughtmedical field. She holds her Med Techs licensure, as well as Certified Nursing Assistant I, Certified Nursing Assistant II certifications, and sold quality used trucks throughoutis CPR certified. She obtained a certification for Preceptor for Assisted Living Administrators for the United States. The company is also a new truck dealer selling new Western Star trucks.

He is a graduateState of North Carolina State University with a degree in Soil Technology2019. In previous years, Mrs. Chambers held the position of Administrator at Carebridge Assisted Living, America Living Centers and Willow Ridge Assisted Living, and worked for several local assisted living facilities in Albemarle including Britthaven, Woodhaven Court and Spring Arbor. She is a memberformer Co-Owner, Administrator and Marketing Director of a family care home in New London, North Carolina.

Mrs. Chambers earned the Farm House Fraternity. Since 2003, hedegree of Certificate in Business Administration – Human Resource Management from Stanly Community College in 2002. Other hobbies include ownership and management of an event planning business where she assists clients with planning, preparing and decorating for weddings and parties.

Mrs. Chambers has served on the Albemarle Downtown Development Corporation’s Outdoorsman’s Bonanza Committee for the betterment of downtown Albemarle. He served on the former Bank of Stanly Board of Directors from 2007 to 2013, serving as Vice Chairman for one year and Chairman for two years. Mr. Cranford is also an active member of First Lutheran Church in Albemarle.

Mr. Cranford has extensive experience in small business management and sales.

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Tara G. Eudy

Mrs.Ms. Eudy, age 57, is co-ownerOwner and President of Carolina Title Company, Inc., Wadesboro, North Carolina,NC, which is an issuing agency providing title insurance policies for both residential and commercial transactions. Carolina Title has been a locally-ownedlocally owned and operated independent agency since its inception in 1995 and is an issuing agent for three national underwriters: Chicago Title Insurance Company, First American, and Commonwealth Land Title in North Carolina and Chicago Title in South Carolina.

Mrs.Ms. Eudy is a Certified Paralegal, a North Carolina Title Insurance Underwriter, and a member of the North Carolina Bar Association Real Property Section. She serves as Real Property Secretary of the North Carolina State Bar Council Board. Mrs.Ms. Eudy serveshas served on the North Carolina Land Title Association Board and is treasurer, past secretaryChairwoman, past Treasurer, past Secretary and past Vice Chairwoman. Ms. Eudy has served on the North Carolina Bar Association Real Property Section Council. She is also active in the Friends of Scouting Campaign Committee for Anson

County, having served as its Chairwoman for two years. She previously served on the Anson County Chamber of Commerce Board, where she served as past Chairwoman, and the Anson County Hospital Foundation Board. She has also coached girls’ softball with Anson Parks & Recreation for numerous years.

Mrs.She previously served as Vice Chair and Chair of the Board of Directors of Uwharrie Bank’s predecessor for two years each. She also served as Vice Chair and Chair of the Uwharrie Capital Corp and Uwharrie Bank Boards of Directors for two years each. She previously served as a member of the Company’s Audit Committee.

Ms. Eudy has extensive experience in business management.

Charles F. (“Tad”) Geschickter, IIIDeidre B. Foster

Mr. GeschickterMrs. Foster is the founder, co-owner, President and Chief Executive Officeran experienced board member with a demonstrated history of JTG Racing, Inc. and ST Motorsports Marketing, Inc. in Harrisburg, NC. Both companies are mainstays in Stanly and Cabarrus County and have operatedworking as an executive in the NASCAR motorsports arena for 20 years. The company employs 49 employees. Prior to founding JTG RacingHuman Resources and ST Motorsports, Mr. Geschickter spent 10 years at Procter & Gamble where he rose through corporate positions from Sales Representative to Senior Regional Sales Manager. AtBanking industry with Financial Services and Global Markets expertise.

Mrs. Foster plays a very active leadership role in Forest Hill Church in Charlotte, NC. She is an ordained Elder and has served as the end of his career with Procter & Gamble, Mr. Geschickter was responsible for managing businesses totaling $300 million in annual revenue.

Mr. Geschickter earned a Bachelor of Arts degree from The College of William and Mary where he was also the captainChairman of the baseball team and presidentCouncil of Elders. In addition, Mrs. Foster has served as Chair of the College’s Catholic Students Association. In addition to his business, Mr. Geschickter is actively involved inFinance and Risk Management Committee and also held the local community and volunteers muchposition of his personal time with the Animal Adoption League charity.an ordained Deacon.

He has extensive experience in sales, marketing, brand management, personnel management and strategic planning.

Mr. Geschickter hasMrs. Foster served on the UwharrieBoard of Directors for KinderMourn, a Charlotte, NC based non-profit which provides hope for bereaved parents, grieving children and teens by offering support and counseling from 2009 to 2023. During her time with KinderMourn, Mrs. Foster served as Chairman of the Board from 2013 to 2020, Vice Chairman, Finance Chair, Secretary and Nomination Chair.

Previously, Mrs. Foster has held board positions on Moments of Hope, Seeds of Hope and Loaves and Fishes, all Charlotte, NC based non-profits.

Prior to her focus on church and community work, Mrs. Foster served as a Human Resources executive with Wells Fargo. She most recently held the positions of Head of Human Resources for the Commercial Bank and Head of Human Resources for the Global Fixed Income and Global Capital Corp Board since 2005.Markets businesses.

Thomas M. Hearne, Jr.

Mr. Hearne is a retired geopavement engineer from the North Carolina Department of Transportation with 30 years of service.

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Mr. HearneMrs. Foster earned a Bachelor of Science degree in Civil Engineering from The Citadel, Charleston, SC, and a Master of Engineering degreeBusiness Administration from the University of Florida, Gainesville, FL.North Carolina at Chapel Hill where she was recognized as one of three outstanding seniors in a graduating class of approximately 5,000.

Allen K. Furr

Mr. Furr is Secretary and Treasurer of PEJA, Inc., DBA East Albemarle Xpress Lube, a family-owned automotive service business in Albemarle, NC, since 2013. Mr. Furr is a former Senior Vice President of Uwharrie Bank from 2002 until 2013, having worked in various areas of the bank with the majority of his experience being in commercial lending. Mr. Furr holds a NC Life, Accident and Health insurance license.

Mr. Furr is a graduate of North Carolina State University with a Bachelor of Science degree in Textile Management. He is also a graduate of the North Carolina Bankers Association School of Banking and the Stanly County Chamber of Commerce’s Leadership Stanly program. He is a registered Professional Engineer inmember of Stanly County Habitat for Humanity Board of Directors and the Statetreasurer for the Board of North Carolina and isDirectors for the inventor of a device used in North Carolina to test ride quality and smoothness of asphalt pavements during construction. HeJohn P. Murray Community Care Clinic.

Mr. Furr has extensive experience in structural testingbanking and evaluation of highway pavements and has published articles in the Journal of Geotechnical Engineering, Transportation Research Record, and Proceedings - 4th International Conference on Concrete Pavement Design and Rehabilitation. Throughout his career,small business management. Mr. Hearne has served as a member and chairman of numerous professional panels and committees at the local, state, and national levels.

Mr. Hearne has servedFurr serves as a member of the Albemarle Planning BoardCompany’s Audit Committee.

Cynthia B. Hanson

Mrs. Hanson is the Owner and First Lutheran Church Council. He currently manages twoOperations Manager of CK Select, LLC, a local real estate fundscompany, located in Concord, North Carolina. She obtained her North Carolina Real Estate Broker license in 2004 and has owned and operated CK Select LLC since 2008.

Mrs. Hanson is a graduate of Chantilly High School in Chantilly, Virginia. Her personal mission is to be a positive influence on her family, friends and community, and she believes in treating everyone with respect and dignity. Mrs. Hanson has a passion for First Lutheran Churchcommunity involvement particularly in areas of fair and also servesaffordable housing, food insecurities and better education, and is an avid supporter of the Mount Pleasant Tigers.

Mrs. Hanson is active within her community as a Sunday school teacher at Trinity Place in Albemarle. He is a member of the BoardConcord United Way Committee, Cabarrus Chamber of Trustees of Stanly Community College, The Citadel AlumniCommerce, Cabarrus Housing Collaborative, National Realtor Association and Central Carolinas Association of Realtors. She is a graduate of Concord 101, which is a local educational course for residents to learn more about the American SocietyCity of Civil Engineers.Concord’s government, operations and history. She is also a certified Senior Real Estate Specialist and is certified in short sales and foreclosures. Mrs. Hanson also holds certifications for C2EX (Commitment to Excellence and highest professional standards), NAR e-Pro, NC Housing Workforce Housing Foundation and At Home with Diversity. She is an active volunteer and contributor to many local charities including 1 Can Purple Heart Homes, Valentine Cards for Vets and Seniors, BSA and Pink Pals.

Mrs. Hanson has extensive experience in real estate and small business management.

Matthew R. Hudson

Mr. HearneHudson is General Manager and Vice President of Hudson Pool Distributors, Inc., New London, NC, a family-owned wholesale swimming pool supply distributor. He has been employed with the family business since 1996 and has served as General Manager since 2010 and Vice President since 2017. Hudson Pool Distributors has been in operation since 1973 and is the largest single warehouse distributor of pools and spas in the Southeast, serving pool construction companies and pool retail stores. Mr. Hudson is a native of and resides in Stanly County.

Mr. Hudson has extensive experience in small business management and civic involvement in Stanly County.

Mr. Hearne serves

Mary N. Klauder

Mrs. Klauder is currently the Senior Director of Financial Planning and Analysis of Sonesta International Hotels Corporation, a global hospitality company that provides hotel management and franchising services with a portfolio of over 1,200 hotel properties. She has held similar roles at a publicly traded integrated hotel owner and operator with total annual revenues of $1.2 billion and at a 501(c)(3) organization which provides a broad array of services and supports for individuals with intellectual and developmental disabilities, mental illness and substance use disorders in North Carolina. Prior to these roles, Mrs. Klauder held leadership roles in technical accounting and financial reporting for entities in related industries, including with and for several Securities and Exchange Commission (SEC) registrants. She began her career in Audit and Advisory services with Ernst & Young, LLP in 2001.

Mrs. Klauder is a graduate of Wake Forest University in Winston-Salem, North Carolina and holds Bachelor of Science and Master of Science degrees in Accountancy. She is a Certified Public Accountant in North Carolina (currently inactive). She is the co-founder of Girls on the Audit Committee.Run Union County and a member of St. Luke’s Episcopal Church in Salisbury, NC.

Samuel M. Leder

Mr. Leder is a partner with Potter & Company, PA, Certified Public Accountants, Concord, NC, where he has worked since 1995. The firm has officesMrs. Klauder possesses diverse, multi-industry experience in Monroe, Concord, Mooresvillebusiness, finance, financial planning, accounting and Charlotte. He is the partner in charge of the Concord office. Prior to joining Potter & Company, Mr. Leder was an accountant with Butler & Stowe, Certified Public Accountants and Assistant Controller with Colter Bay International. In his accounting practice, Mr. Leder’s industry experience includes audit, financial reporting, tax, compliance and related accounting services to the not-for-profit, construction, service organizations, manufacturing and distribution and governmental markets.

Mr. Leder ismanagement. Mrs. Klauder serves as a member of the Company’s Audit Committee.

Matthew D. McAulay

Mr. McAulay is a Senior Director at Crown Advisors, a national retained executive search firm dedicated to serving the real estate, capital markets, construction, and related financial industries. Founded in 1996, Crown Advisors provides executive recruiting services to clients focused exclusively on commercial real estate, including investors, developers, operators, and service providers. Mr. McAulay has successfully completed searches ranging from mid- and senior-level acquisition, development, asset management, and capital raising professionals through the C-suite. He obtained his North Carolina Association of Certified Public Accountants, the American Institute of Certified Public Accountants,Real Estate Broker license in 2005 and the Cabarrus Regional Chamber of Commerce, on which he served on the Board of Directors from 2005 to 2012 and as Board Chair in 2010. He was previously President of the Concord Rotary Club and served as Treasurer for the Carolina International School Board of Directors from 2008 to 2015. Mr. Leder currently serves as Treasurer for the Ella Foard Foundation for Rett Syndrome and as an Advisory Board Member for Carolinas HealthCare System NorthEast in Concord. Mr. Leder is a current member of the Concord City Council. HeNational Multifamily Housing Council (NMHC) and Pension Real Estate Association (PREA).

Mr. McAulay is a native of Charlotte, NC, and earned a Bachelor of Sciencehis bachelor’s degree in Business Administration and Masters of Accounting from the University of North Carolina, Chapel Hill, NC.

He has extensive experience in public accounting and business management and civic involvement in Cabarrus County.

Mr. Leder previously served on the Company’s former subsidiary Cabarrus Bank & Trust Company Board of Directors. He serves on the Audit Committee.

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Harvey H. Leavitt, III

Mr. Leavitt is the owner and operator of Leavitt Funeral Home in Wadesboro, NC. A third generation funeral director, he joined the business in 1982 as a licensed professional and purchased the business from his father in 1988. In 1997, he added a cemetery, Anson Memorial Park, to the business operations. In 2003, Mr. Leavitt partnered with several local businessmen to open a new adult care facility, Meadowview Terrace Assisted Living.

He has a business degreeeconomics from the University of North Carolina at Chapel Hill in 2005. He began his career in commercial real estate brokerage as a Leasing and Sales Associate with Bissell Patrick, LLC.

In 2009, Mr. McAulay was recruited to CBRE Group Inc. (NYSE:CBRE), a degreeglobal commercial real estate services and investment company. As a founding member of the Carolinas Multihousing Group, Mr. McAulay focused on financial analysis and institutional investment sales for all apartment products ranging from $10 million to $100 million throughout North and South Carolina. Over a period of less than four years, he successfully brokered over $1 billion of multifamily transactions.

In 2013, Mr. McAulay joined his father, Al McAulay, as a Search Consultant at The McAulay Smith Firm, a retained executive search firm that recruits for mid- to senior-level executives and

management positions for clients ranging from local private companies to Fortune 50 corporations across a variety of industries.

Following his father’s retirement, Mr. McAulay established his own retained executive search business, Steelhead Search, LLC, in funeral service from Gupton-Jones College2018 and ran that practice until he was recruited to Crown Advisors in Atlanta, GA. Professionally, he2020.

Mr. McAulay is an active member of Myers Park Presbyterian Church, Charlotte, NC and currently serves on the Security Committee and Renovation Committee. He is a former Board Member of the Myers Park Presbyterian Church Weekday School. Mr. McAulay has been an active alumnus of Charlotte Country Day School and formerly served as the President of the Alumni Council and Co-Chair of the Alumni Annual Fund for two years.

Mr. McAulay has significant experience in executive search and recruiting, talent management, compensation, real estate, capital markets, and leadership.

Wesley A. Morgan

Mr. Morgan is the General Manager and part owner of Rolling Hills Gin, LLC, New London, NC. This business is a family-owned cotton ginning facility that serves the needs of cotton farmers in Stanly County as well as over seven surrounding counties. Mr. Morgan has served as PresidentGeneral Manager since 1996 when the gin was built as a state-of-the-art facility that has been a valuable asset to the farming community.

Mr. Morgan started his career at Piedmont Diesel Service in Albemarle where he worked from 1987 to 1996 as Office Manager and Diesel Pump Technician before leaving to help his family build the cotton gin.

Mr. Morgan graduated top of bothhis class at King’s College, Charlotte, NC, in the NCAccounting Program in 1987. He has served on the Stanly County Chamber of Commerce Board of Funeral Service and the NC Funeral Directors’ Association.Directors. He currently serves on the AmericanStanly County Economic Development Commission as well as School Board President of Funeral Service Education as a member of their accreditation team as they accredit funeral service education programs acrossChrist the United States.

Mr. Leavitt has served on a number of local community boards and organizations including the Anson County Chamber of Commerce, Uptown Wadesboro Inc., the South Piedmont Community College Board of Trustees, the South Piedmont Community College Foundation Board, the Lillie Bennett Charitable Trust, the Anson Community Hospital Foundation, and the Central NC Council for the Boy Scouts of America.King Christian Academy. He is a longtime memberalso the current Chairman of First United MethodistSoutheastern Cotton Ginners and President of the National Cotton Ginners Association.

Mr. Morgan attends Kendalls Baptist Church Wadesboro, NC.with his wife.

He served on the Anson Bank & Trust board from 2007 until 2013 when the bank consolidated into Uwharrie Bank and has continued to serve on the subsidiary bank board since its inception.

Mr. LeavittMorgan has extensive experience in smallthe agriculture industry and business managementmanagement.

Chris M. Poplin

Mr. Poplin has been employed since 1990 with Charlotte-based Faison Enterprises, Inc., a private real estate investment firm. He currently serves as its Chief Investment Officer and regulation.Chief Operating Officer. He previously worked two years for Pete A. Harward & Associates, Albemarle, NC, as an accountant and two years with Ernst & Whinney, Charlotte, NC, as an audit and tax accountant.

W. Chester Lowder

Mr. Lowder is the Livestock Director – Public Policy Division for the North Carolina Farm Bureau Federation, Inc., Raleigh, NC. He represents NC Farm Bureau on livestock issues at the state and national level. In addition, he assists in covering many environmental issues and is the primary liaison on soil and water conservation matters. He joined the North Carolina Farm Bureau Federation staff in 1995. Prior to joining NCFB, Mr. Lowder ran a successful dairy operation in Stanly County for more than 25 years.

Mr. Lowder is a graduate of North Carolina State University where hePoplin earned a Bachelor of Science degree in Animal Science-Business.

Mr. Lowder has held numerous volunteer leadership positions within North Carolina Farm Bureau including state board, executive committee and vice president. Mr. Lowder has also served in other leadership roles with the Stanly County Farm Bureau, Stanly County Board of Commissioners, Stanly Community College (Albemarle, NC), and various civic and industry groups.

Mr. Lowder currently serves on various committees for the North Carolina Department of Agriculture and Consumer Services, the North Carolina State University College of Agriculture

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and Life Sciences, and the NC Department of Environmental and Natural Resources. Mr. Lowder is currently a member of committees working with the United States Department of Agriculture, Natural Resource Conservation Service, NC Dairy and Growth Industry Promotion Committee, the Southeast United Dairy Industry Association, and NC Dairy Stabilization, Inc. Board and Steering Committee. He currently serves as associate supervisor on the Stanly Soil and Water Conservation District. He has served on the Executive Committee for the NC Association of Soil and Water Districts and is on the Board of Directors for both the NC Dairy Producers Association as well as the State Animal Response Team where he serves as Chairman and Executive Director. Mr. Lowder is an active member of First United Methodist Church in Norwood, NC, where he serves on several church committees and councils.

He has extensive experience in the agriculture industry locally and at the state and national levels. Additionally, he is actively engaged in local and civic activities to benefit and grow the local community.

Mr. Lowder has extensive experience as a member of the Uwharrie Capital Corp Board, dating back to 1995. He serves as Chairman of the Board of Directors. He also serves on the subsidiary bank Board of Uwharrie Bank, and as its Chairman.

Cynthia L. Mynatt

Cyndie Mynatt has served as the President of Ben Mynatt Buick-GMC in Concord, NC, since its inception in 1991; Ben Mynatt Nissan in Salisbury, NC since its beginning in 2002; and Ben Mynatt Pre-Owned in Kannapolis since its founding in 2003. In 2008, Ms. Mynatt became the owner, president and manager of Ben Mynatt Chevrolet-Cadillac in Concord, NC, which was founded by her father in 1976. The three automobile franchises and one independent dealership currently employ over 160 employees.

Ms. Mynatt earned a Bachelor of Arts degreeAccounting from Duke University. She is also a graduate of the NADA Dealer Candidate Academy, General Motors Dealership Management Academy, the American Leadership Forum (Charlotte Region, Senior Fellow) and the N.C. Commissioner of Banks Bank Directors’ College.

Ms. Mynatt is involved in many civic activities. Currently, she serves on the Rowan-Cabarrus Community College Board of Trustees, serving as the Vice Chair, and on its Foundation Board. She also serves on the Ben Mynatt Children’s Foundation Board of Directors and has been a member of the Cabarrus Rotary Club since 1992, formerly serving as President and honored as a Distinguished Rotarian and Paul Harris Fellow. Professionally, she serves on the Board of Directors of the North Carolina Automobile Dealers Association, the NCADA Charitable Foundation, the Greater Charlotte Automobile Dealers Association Board of Directors, and the Charlotte Buick-GMC Local Marketing Association’s Board of Directors, serving as President. She has received numerous business awards for her professional achievements.

In years past, she has been active and held leadership positions with the Cabarrus County Economic Development Corporation, the Cabarrus Regional Chamber of Commerce, the Cannon Memorial YMCA of Kannapolis, the University of North Carolina at Charlotte BoardCharlotte.

He is a native of Visitors and resides in Stanly County. Mr. Poplin is active with St. Martin’s Lutheran Church, Albemarle, NC. He currently serves as the Vice Chair for Community Real Property Holdings, Inc. and Community Investments Foundation, the United Negro College Fundboth supporting organizations of Barber-Scotia College of Concord, the

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United Way of Central Carolinas, Providence Day School Board of Trustees, the Cabarrus County Community Foundation, the Cabarrus College of Health Sciences Board of Trustees and various business activities with General Motors.

Ms. MynattMr. Poplin has extensive experience in the areas ofreal estate and business management, board involvement and governance, and civic involvement.

Ms. Mynatt has served on the Uwharrie Capital Corp Board since November of 2010.

James E. Nance

finance. Mr. Nance servedPoplin serves as Dealer Operator and President for Confederate Motors, Inc. which was a Chevrolet franchised dealership during his tenure with the family operated business from 1973 until the salemember of the business in 2007. In 2008 he started North State Acquisitions, LLC and North State Negotiations, LLC which are real estate firms specializing in right of way negotiations and claim settlements.Company’s Audit Committee.

Mr. Nance is a graduate of the University of North Carolina at Chapel Hill with a B.S. in Business Administration. He also is a licensed Real Estate Broker and Broker in Charge in the State of North Carolina.

He currently serves on the Board of Trustees of Stanly Community College where he is Chairman of the Finance Committee, Board of Directors of the North Carolina Housing Finance Agency where he is the Vice-Chairman, Board of Directors of the North Carolina Railroad Company where he is Chairman of the Strategic Planning and Economic Development Committee, Board of Visitors of the University of North Carolina at Chapel Hill, Advisory Committee for the Central N.C. Council Boy Scouts of America, Member of the Eagle Scout Board of Review for the Stanly District, and a Member of Central United Methodist Church.

He previously served as Vice Chairman and Member of the North Carolina Board of Transportation, Vice Chairman of the Stanly County Economic Development Commission, Member of the Stanly County Airport Authority, Administrative Board of Central United Methodist Church, Board of Trustees of Pfeiffer University, Board of Directors of Stanly County ARC Services, Inc., Co-Chairman of the North Carolina Automobile Dealers Association Legislative Committee, and Board of Directors of the North Carolina Citizens for Business and Industry.

Mr. Nance is an Eagle Scout and also a recipient of the Silver Beaver Award from the Central North Carolina Council of the Boy Scouts of America.

He has extensive experience in business management, state and federal governmental relations, transportation, and education.

He is an original incorporator of Bank of Stanly (now known as Uwharrie Bank) and has served on the Board of Directors of Bank of Stanly and Uwharrie Capital Corp where he served as Chairman of both organizations. He also served as Vice Chairman of the Board of The Strategic Alliance Corporation, Inc.

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Frank A. (Alex) Rankin, III

Mr. Rankin has almostover 40 years of experience working both in civil engineering and in land surveying within the land development services industry. Mr. Rankin was the first full-time employee of Concord Engineering & Surveying, Inc. (CESI), starting part-time with the newly chartered firm in 1978. As the firm grew, Mr. Rankin was quickly exposed to aspects of many types of surveying, and was able to hone his civil engineering skills based on in-the-field experiences working with contractors to build sites designed by both CESI and others.

In 1983, Mr. Rankin became an equity owner of the firm and was given the role of Vice-President,Vice President, while at the same time continuing to actively supervise surveying and civil engineering projects. Mr. Rankin became President in 1998 and began to concentrate on management and administrative duties. In 2018, Mr. Rankin stepped down as President of the firm, sold his equity interest in CESI back to the company, continues as an employee, and currently serves as Special Projects Manager.

Mr. Rankin is a life-long resident of Cabarrus County and has been active in many community issues during his professional career. Mr. Rankin is a past Chair of the Cabarrus Regional Chamber of Commerce, a past Chair of the Coltrane Life Center, a founder and past Chair of Cabarrus Bank & Trust, on theUwharrie Bank’s predecessor, an initial board member of Uwharrie Bank, and a past Chair of the Concord Rotary Club, heClub. He has served on the Cabarrus Board of Health, served on the Board of Directors for the North Carolina Society of Surveyors, has twice been President of the Concord Downtown Development Corporation Board, served from 2001 until 2015 on the North Carolina Workforce Development Commission, was elected in 2015 asis a former member of and past Chair of the Governing Board of the Carolina Thread Trail, is a Senior Fellow of the American Leadership Forum, was appointedreappointed in June, 20082022 to the North Carolina Land Records Advisory Committee of the NC Secretary of State, and was appointed July, 2011 toserved from January 2018 until November 2021 as Chair of the NC Geographic Information Coordinating Council, along with service to many other organizations.

Mr. Rankin earned a Bachelor of Science in Biological and Agricultural Engineering from North Carolina State University, Raleigh, NC. He holds Professional Engineer and Professional Land Surveyor registrations in North Carolina and numerous other states.

Mr. Rankin has extensive experience in small business management and civic involvement in Cabarrus County.

From 2018 until 2020 Mr. Rankin served as Chair of the Board of Directors for Uwharrie Capital Corp and Uwharrie Bank. Mr. Rankin serves as a member of the Company’s Audit Committee.

Vernon A. Russell

Vernon A. Russell has been a practicing attorney for more than 40 years and is the current Owner of Vernon A. Russell, Attorney at Law, PLLC in Concord, Cabarrus County, North Carolina. Prior to his current legal practice, Mr. Russell was a principal and partner in the law firm of Plummer Russell & Plummer, PLLC, a general practice firm located in Concord, Cabarrus County, North Carolina for 30 years.

Mr. Russell earned a Bachelor of Arts in Public Administration from North Carolina Central University (cum laude 1978) and a Juris Doctor from the University of North Carolina School of Law, 1981.

Mr. Russell has been a leader in the legal community for many years, serving on the Board of Community Corrections, The Indigent Defense Services Committee, The North Carolina Academy of Trial Lawyers (county captain), the Disciplinary Hearing Committee of the North Carolina State Bar and a lecturer and presenter on a variety of legal subjects.

In addition to serving the legal community, Mr. Russell has been involved in many civic activities. He is a member of the Omega Psi Phi Fraternity, Incorporated. He serves on the Board of the Cabarrus County Community Foundation. He previously served on the Company’s former subsidiaryCabarrus County Board of Health, Cabarrus County Schools Blue Ribbon Committee, The Barber Scotia College Board of Trustees (two terms as Chairperson, Chair of the Finance Committee and general counsel), The Northeast Hospital Foundation Board and a past Chair of the Cabarrus Bank &and Trust Company Board of Directors (a predecessor of Uwharrie Bank). Mr. Russell currently serves as Chair of the Uwharrie Bank and Uwharrie Capital Corp Boards of Directors.

Mr. Russell has extensive experience in civil and criminal litigation. Mr. Russell also serves as a member of the Company’s Audit Committee.

S. Todd Swaringen

Mr. Swaringen is a certified public accountantCertified Public Accountant and partner with Beane Swaringen & Company, PLLC, Albemarle, NC.PLLC. He joined Cynthia H. Beane, CPA, in 1998 as a staff accountant and became a partner in the firm in January of 2006. The firm currently operates offices in Albemarle and Locust, NC, serving tax and accounting needs for small businesses, individuals, not-for-profit entities, estates and trusts. During peak times, the staff includes twelve, five of whom are certified public accountants.

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Mr. Swaringen earned a Bachelor of Science degree in accounting from the University of North Carolina at Wilmington. He is a member of the American Institute of Certified Public Accountants and the North Carolina Association of Certified Public Accountants.

Mr. Swaringen is past Chairman of the Stanly County Chamber of Commerce, past Vice Chairman of the Stanly Regional Medical Center FoundationCounty Schools Board of Education, and member of the Albemarle Rotary Club. He is past Chairman of the United Way of Stanly County Board of Directors. He currently serves asalso is a former member of the Stanly Community College Board of Trustees andTrustees. He currently serves on the Stanly County SchoolsFamily YMCA Board of Education.Directors and also serves as Chair of Stanly Health Foundation. Mr. Swaringen is also an active member of his church.

He has extensive experience in personal and business income taxation. He enjoys working with his clients both to navigate existing tax law and to update them on new legislation that could impact their future returns.

Mr. Swaringen has served oncurrently serves as Vice Chair for the Uwharrie Bank and Uwharrie Capital Corp Board since 2010. Heof Directors. Previously he served as Chair of the Company’s Audit Committee and currently serves as Chairman of the Audit Committee,a member, designated as the financial expert.

Dusty W. West

Mr. West is President and Owner of Dean’s Ready Mixed, Inc. in Albemarle, NC. A native of Stanly County, he has worked in the family business since 1972. He has formerly been very active on the Stanly County Family YMCA Board of Directors for many years.

Mr. West has extensive experience in all areas of business management.

He has numerous years of experience on the former Bank of Stanly board and the holding company board, having served in the Board Chairman and Vice Chairman roles. He also has extensive experience on the Bank’s loan committee.

Director Independence

Each member of the Company’s Board of Directors and each nominee for election to the Board is “independent” as defined by NASDAQ listing standards and by the rules and regulations promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), with the exception of Messrs. Furr, Rankin, and Swaringen, each of whom is independent under NASDAQ listing standards but is not independent under SEC Rule 10A-3(b). The Company concluded that these individuals would not be considered to be independent for purposes of SEC Rule 10A-3(b) due to transactions conducted at arm’s length between Uwharrie Bank and entities affiliated with these individuals. These transactions were executed in the ordinary course of business for amounts that are not material to the Company’s financial statements.

Although the Company’s securities are not listed on NASDAQ, the Board uses NASDAQ’s definition of independence in determining whether or not a director or nominee for director is independent. In making this determination, the Board considered any material insider transactions between directors or nominees for director and the Company or its subsidiaries. All such transactions were conducted at arm’s length upon terms no less favorable than those that would be available from an independent third party for comparable transactions.

Director Relationships

No director is, nor has been in the last five years, a director of any other company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

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Meetings and Committees of the Board of Directors

The Board of Directors of the Company held nine (9)twelve regular meetings during 2015.2023. Each director attended 75% or more of the aggregate number of meetings of the Board of Directors and of any committees on which he or she served, except Dr. Aldridge, Messrs. Geschickter, Horne and Moose and Ms. Mynatt, each of whom attended fewer than 75% of such meetings due to prior business commitments.served.

It is the policy of the Company that directors attend each annual meeting and any special meetings of the Company’s shareholders. Fourteen (14)Seventeen of the Company’s sixteen (16)twenty directors then in office attended the 20152023 annual meeting of shareholders.

The Company’s Board of Directors has several standing committees, including a Human Resources &and Compensation Committee, a Nominating Committee and an Audit Committee. During 2015,2023, the full Board of Directors served as the Human Resources &and Compensation Committee and as the Nominating Committee.

Human Resources &and Compensation Committee. The full Board of Directors currently serves as the Human Resources &and Compensation Committee.��All members of the Human Resources &and Compensation Committee are independent directors.directors as defined by NASDAQ listing standards. The Human Resources &and Compensation Committee reviews the compensation process for the Company and its subsidiaries to ensure it is consistent with corporate and board policy. The Human Resources &and Compensation Committee serves as the catalyst for the development of compensation relatedcompensation-related recommendations for all officers of the Company and its subsidiaries and meets with representatives of the Company and each subsidiary to develop recommendations and input into the overall budget process for the Company. Each individual member of the Board of Directors is ultimately responsible for final decisions pertaining to compensation; however, this Committee makes recommendations to the various Boards based upon overall Company policy. During 2015,2023, the entire Board of Directors served as the Human Resources &and Compensation Committee and therefore the committee did not meet independently.

TheWhen the entire Board is not serving as the Human Resources &and Compensation Committee, the committee meets on an as neededas-needed basis to review the salaries and compensation programs required to attract and retain the Company’s executive officers and those of its subsidiaries. The Committee participates in the budget process by recommending salary levels for executive and senior officers to be approved by the respective Boards of Directors of the Company and its subsidiaries. The Committee makes recommendations to each of the Boards of Directors regarding the compensation of executive and senior officers with the respective Boards of Directors ultimately determining such compensation. The salary of each of the Company’s executive and senior officers is determined based upon the officer’s experience, managerial effectiveness, contribution to the Company’s overall profitability, maintenance of regulatory compliance standards and professional leadership. The Committee also compares the compensation of the Company’s executive and senior officers with compensation paid to executives of similarly situated bank holding companies, other businesses in the Company’s market area and appropriate state and national salary data. The Human Resources &and Compensation Committee has adopted a formal charter, which is included asExhibit A to this proxy statement.

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Nominating Committee. TheDuring 2023, the full Board of Directors currently servesserved as the Nominating Committee. All members of the Nominating Committee are independent directors.directors as defined by NASDAQ listing standards. The full boardBoard recommended the nine (9)two new nominees for election and four nominees for re-election to the Board of Directors at the 2023 Annual Meeting. During 2015,2023, the entireNominating Committee did not meet independently. The full Board of Directors servedis serving as the Nominating Committee in 2024 and thereforeapproved the committee did not meet independently.four nominees for re-election to the Board as described in this proxy statement.

The Company does not have a formal diversity policy in effect relative to the Director Nomination Process;director nomination process; however, the Nominating Committee considers diversity of race, gender, national origin, professional experience, skill, education, differences of viewpoint, leadership and involvement in the community, and other individual qualities and attributes that contribute to board heterogeneity. Since the Company’s inception, its rotating Board of Directors has been comprised of persons with varied expertise who represent the different constituents and needs for financial services of the communities we serve. The Nominating Committee actively seeks individuals who the Committee determines meet such criteria and standards for recommendation to the Board as nominees.

Nominations for election to the Board of Directors by shareholders for the 20172025 annual meeting should be submitted in writing to the Chief Executive Officer, President or Secretary of the Company by December 1, 2016,2024, and should be accompanied by a statement of each candidate’s qualifications and willingness to serve as a director. In order to stand for election to the Board of Directors, nominees must be in compliance with the Company’s Policy Statement and Guidelines for Uwharrie Capital Corp Stock Ownership by Directors. A copy of the Policy Statement may be obtained free of charge upon written request made to the Secretary of the Company. In addition to satisfying the foregoing requirements, to comply with the SEC’s “universal proxy” rules, shareholders who intend to solicit proxies in support of director nominees must include the additional information required by SEC Rule 14a-19(b). The Nominating Committee has adopted a formal charter, which is included asExhibit B to this proxy statement.

Audit Committee.The audit committee is a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The current members of the Audit Committee are S. Todd Swaringen – Chairman, W. Stephen Aldridge, III, Joe S. Brooks, Ronald T. Burleson, Bill C. Burnside, James O. Campbell Thomas– Chair, Allen K. Furr, Mary N. Klauder, Chris M. Hearne, Jr., Charles D. Horne,Poplin, Frank A. Rankin, III, Vernon A. Russell and Samuel M. Leder.S. Todd Swaringen. The members of the Audit Committee are “financially literate” under applicable standards and, with the exception of Mr.Messrs. Furr, Rankin and Swaringen, each member of the Audit Committee is “independent” under applicable standards. For additional information, see “Director Independence” above. The Board of Directors has determined that S. Todd Swaringen meets the requirements of the SEC for qualification as an “audit committee financial expert.” An audit committee financial expert is defined as a person who has the following attributes: (i) an understanding of generally accepted accounting principles (“GAAP”) and financial statements; (ii) the ability to assess the general application of GAAP in connection with the accounting for estimates, accruals and reserves; (iii) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the reporting company’s financial statements, or experience actively supervising people engaged in such activities; (iv) an understanding of internal control over financial reporting; and (v) an understanding of audit committee functions.

The Audit Committee met four (4)five times during 2015.2023. The Report of the Audit Committee is included on page 2931 of this proxy statement. The Audit Committee has adopted a formal charter, which is included asExhibit C to this proxy statement.

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Board Leadership Structure and Role in Risk Oversight

The Company’s Board of Directors is comprised ofcomprises three classes of directors serving staggered three-year terms and includes several standing committees, the responsibilities and membership of which are described above. The ChairmanChairperson of the Board is a rotating office and overall terms of directors are subject to term limits. The Company’s Chief Executive Officer is not a member of the Board of Directors. The Company has determined that this leadership framework is appropriate given the Company’s organizational structure, core values and the business activities of its subsidiaries.

Under North Carolina law, the Board of Directors is responsible for managing the business and affairs of the Company, including the oversight of risks that could affect the Company.

Although the full board has responsibility for the general oversight of risks, it primarily conducts its risk oversight function through committees, including the Audit Committee and the Human Resources &and Compensation Committee, as described above, as well as through other committees, including the CreditEnterprise Risk Management (“ERM”) Committee theand Senior Risk Management Committee, the Information Technology Steering Committee, and the Credit Committee.

Enterprise Risk Management Committee. During 2010, the Company established the Enterprise Risk Management (“ERM”) Committee.

During 2010, the Company established the ERM Committee of the Board of Directors and the Senior Risk Management Committee (internal management)(composed of internal management personnel). The ERM Committee is a formal risk management structure designed to anticipate and deal with uncertainties that have the capacity to positively, or negatively, influence the creation of value for the Company on an enterprise level. In establishing this committee, the Board of Directors wished to augment, rather than replace, the Company’s existing risk management practices. In 2014, the full Board assumed the responsibilities of the ERM Committee. In addition to the Board, the Company’s Chief Executive Officer, Chief Risk Officer, Chief OperatingOperations Officer, Chief Financial Officer and Chief FinancialMarketing Officer are members of the ERM Committee. The Company has also established the Senior Risk Management Committee. This committee is a management levelmanagement-level committee intended to augment the Company’s existing risk management practices and support the Board of Directors’ ERM Committee in its role. The Senior Risk Management Committee’s role is to develop tools and methodologies across all business units and subsidiaries to identify, assess, and evaluate risk stemming from strategy, operations, credit, market and interest rates, and reputation.

Information Technology Steering Committee. Given the important role of information technology in the Company’s operations and customer service, the Senior Risk ManagementCompany has established an Information Technology Steering Committee members include associates fromto protect the Technology department. SignificantCompany’s information assets wherever they reside. As such, the committee reviews, monitors, aligns and prioritizes all significant strategic information technology initiatives or changes, includingand security risks, are brought to this committee.risks. Minutes of this committee are reported to the Uwharrie Capital Corp Board.

Audit Committee and subsequently reported by the Audit Committee to the Uwharrie Capital Corp Board of Directors. Information security is the process by which an organization protects and secures its systems, media, and facilities that process and maintain information vital to its operations. Protection of information assets is necessary to establish and maintain trust between a financial institution and its customers, maintain compliance with the law, and protect the reputation of the institution. Timely and reliable information is necessary to process transactions and support financial institution and customer decisions. The security of the Company’s systems and information is essential to its safety and soundness and to the privacy of customer financial information. These security programs must have strong board and senior management level support, integration of security activities and controls throughout the organization’s business processes, and clear accountability for carrying out security responsibilities.

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A financial institution establishes and maintains truly effective information security when it continuously integrates processes, people, and technology to mitigate risk in accordance with risk assessment and acceptable risk tolerance levels. The Company protects its information by instituting a security process that identifies risks, forms a strategy to manage the risks, implements the strategy, tests the implementation, and monitors the environment to control the risks. Risk management practices should promote effective, safe, and sound IT operations that ensure the continuity of operations and the reliability and availability of data.

Credit Committee. The Credit Committee of Uwharrie Bank is charged with making decisions on loan requests that exceed loan officer lending authority levels. The process includes participation in active discussion regarding the loans under consideration, including loan structure and risk tolerance. Loans that exceed the Credit Committee’s authority, along with insider loans, are recommended for approval to the Board of Directors of Uwharrie Bank for further action. The Credit Committee is also responsible for reviewing certain reports presented by Credit Administration to include asset quality reports to manage loan delinquency, non-performing assets, charge-offs and classified loans. In addition, the Credit Committee reviews exceptions for policy, documentation and loan-to-value, along with loan concentration reports and allowance offor loan losses and lease losses methodology and quarterly calculations. The Credit Committee reports a summary of its activities in detail to the Bank’s Board of Directors monthly.monthly and provides detail quarterly.

The Credit Committee generally reviews and approves loan requests for relationships that exceed $500,000$750,000 in exposure for structure and repayment terms, underwriting, collateral, and risk grading. The Credit Committee also reviews annual loan reviews prepared by Credit Administrationthe credit administration department for loan relationships with total exposure of $1$2 million and greater. The Credit Committee reviews loans and relationships that are potential problems, loans that are in or proceeding into foreclosure/collection status and other special circumstances as presented by loan officers of Uwharrie Bank. In addition, there is a sub-Committee, the SBA Committee, which meets as needed, to review all government guaranteed loan requests.

Director Compensation

During 2015,From January 1, 2023 to December 31, 2023, the Company paid each director received a fee of $200$725 for each Board of Directors meeting attended and $100 for attendance at each meeting of a committee. MembersThe Company paid members of the Audit Committee were paid $100$500 per hourmeeting for Audit Committee meetings attended due to the additional time required. Directors also receivedIn the event an allowance for travel associatedAudit Committee meeting runs over three hours, the Company pays each committee member an additional $100 per hour. An annual retainer of $4,000 was paid to directors on a semi-annual basis with their attendance at meetings$3,000 in the form of Company common stock and $1,000 in the form of cash. An annual retainer fee of $7,500 was paid to the Board of DirectorsDirectors’ Chair and its committees. Vice Chair and the Audit Committee Chair, paid in monthly amounts of $625.

The following table presents a summary of all compensation earned by the Company’s directors for their service as such during the year ended December 31, 2015.2023.

DIRECTOR COMPENSATION TABLE

Executive Officers

The following table contains information about the executive officers of the Company and its direct and indirect subsidiaries.Company.