UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2025

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 21, 2025

Peoples Bancorp of North Carolina, Inc.
(Exact Name of Registrant as Specified in Its Charter)

North Carolina (State or Other Jurisdiction of Incorporation)

(State or Other Jurisdiction of Incorporation)

000-27205		56-2132396
(Commission File No.)		(IRS Employer Identification No.)

518 West C Street, Newton, North Carolina		28658
(Address of Principal Executive Offices)		(Zip Code)

(828) 464-5620

(828) 464-5620
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

(Registrant’s Telephone Number, Including Area Code)

Peoples Bancorp of North Carolina, Inc.

INDEX
	Page

Item 5.07 – Submission of Matters to a Vote of Security Holders	2

Signatures	3

~~Check~~Item ~~the~~5.07. ~~appropriate~~Submission ~~box~~of ~~below~~Matters ~~if the Form 8-K filing is intended~~ to ~~simultaneously~~a ~~satisfy~~Vote ~~the filing obligation~~ of ~~the~~Security ~~registrant under any of the following provisions:~~Holders

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

	(a)	Annual Shareholders’ Meeting – May 1, 2025

	(b)	Directors elected at the meeting are as follows: Ashton V. Abernethy, James S. Abernethy, Robert C. Abernethy, Sr., Robert C. Abernethy, Jr., Douglas S. Howard, John W. Lineberger, Jr., Gary E. Matthews, Billy L. Price, Jr. MD, William Gregory Terry, Dan Ray Timmerman, Jr. and Benjamin I. Zachary

		At the May 1, 2025 Annual Shareholders’ Meeting the following items were submitted to a vote of shareholders:

~~Peoples~~1) ~~Bancorp~~Election of ~~North Carolina, Inc.~~Directors:

INDEX

	Votes For		Votes Against		Votes Withheld		Broker Non-votes
Ashton V. Abernethy		3,285,687		-		767,767		936,107
James S. Abernethy		2,880,153		-		1,173,301		936,107
Robert C. Abernethy, Sr.		2,705,893		-		1,347,561		936,107
Robert C. Abernethy, Jr.		3,326,914				726,540		936,107
Douglas S. Howard		3,398,327		-		655,127		936,107
John W. Lineberger, Jr.		3,762,807		-		290,647		936,107
Gary E. Matthews		3,399,027		-		654,427		936,107
Billy L. Price, Jr. MD		3,763,607		-		289,847		936,107
William Gregory Terry		3,758,907		-		294,547		936,107
Dan Ray Timmerman, Jr.		3,788,999		-		264,455		936,107
Benjamin I. Zachary		3,763,415		-		290,039		936,107

		Page
Item 2.02 – Results of Operations and Financial Condition		3
Item 9.01 – Financial Statements and Exhibits		3
Signatures		4
Exhibit (99)(a) Press Release dated April 21, 2025

	2)	Participation in advisory (non-binding) vote to approve the compensation of the Company’s named executive officers

		Votes For – 3,458,170; Votes Against – 541,252; Votes Abstained – 54,032; Broker Non-votes – 936,107

	3)	Participation in advisory (non-binding) vote to determine the frequency in which shareholders approve the compensation of the Company’s named executive officers

		Votes For 3 Years – 1,746,781; Votes For 2 Years – 50,576; Votes For 1 Year – 2,250,730; Votes Abstained – 5,367; Broker Non-votes – 936,107

	4)	Ratification of appointment of Independent Registered Public Accounting Firm – Forvis Mazars, LLP

		Votes For – 4,947,079; Votes Against – 36,329; Votes Abstained – 6,153; Broker Non-votes – 0

2(c) ~~Table~~Not ~~of Contents~~applicable

~~Item~~ 2~~.02. Results of Operations and Financial Condition~~

On April 21, 2025, Peoples Bancorp of North Carolina, Inc. (the “Company”) issued a press release announcing first quarter 2025 earnings results. The press release contains forward-looking statements regarding the Company and includes cautionary language identifying important factors that could cause actual results to differ materially from those anticipated. The press release is furnished as Exhibit 99(a). Consequently, it is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Such materials may only be incorporated by reference into another filing under the Exchange Act or the Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PEOPLES BANCORP OF NORTH CAROLINA, INC.

Date: May 2, 2025	By:	/s/ Jeffrey N. Hooper
	Jeffrey N. Hooper
	Executive Vice President and Chief Financial Officer

~~Item 9.01. Financial Statements and Exhibits~~3

(d) Exhibits

(99)(a) Press Release dated April 21, 2025

Disclosure about forward-looking statements

Statements made in this Form 8-K, other than those concerning historical information, should be considered forward-looking statements pursuant to the safe harbor provisions of the Securities Exchange Act of 1934 and the Private Securities Litigation Act of 1995. These forward-looking statements involve risks and uncertainties and are based on the beliefs and assumptions of management and on the information available to management at the time that this report was prepared. These statements can be identified by the use of words like “expect,” “anticipate,” “estimate,” and “believe,” variations of these words and other similar expressions. Readers should not place undue reliance on forward-looking statements as a number of important factors could cause actual results to differ materially from those in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, changes in interest rate environment, management’s business strategy, national, regional, and local market conditions and legislative and regulatory conditions.

The Company undertakes no obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances. Readers should also carefully review the risk factors described in other documents the Company files from time to time with the Securities and Exchange Commission.

3 Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PEOPLES BANCORP OF NORTH CAROLINA, INC.
Date: April 21, 2025	By:	/s/ Jeffrey N. Hooper
	Jeffrey N. Hooper
	Executive Vice President and Chief Financial Officer

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