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): July 31, 2024

(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:

Peoples Bancorp of North Carolina, Inc.

INDEX

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 31, 2024, Lance A. Sellers, President and Chief Executive Officer of Peoples Bancorp of North Carolina, Inc. (the “Company”) and its wholly-owned subsidiary, Peoples Bank (the “Bank”), gave notice of his intention to retire from the Company and the Bank in early 2025. In anticipation of Mr. Sellers’ retirement, and to provide for a brief transition period, the Boards of Directors of the Company and the Bank announced the appointment of current Executive Vice President and Chief Operating Officer, William D. Cable, Sr., as the incoming President and Chief Executive Officer of the Company and the Bank, effective September 19, 2024.

In connection with this transition, it is anticipated that Mr. Sellers and Mr. Cable will each enter into an amendment to his existing employment agreement or an amended and restated employment agreement.

The full biography and other information with respect to Mr. Cable required by Item 5.02(c) of Form 8-K are included in the Company’s proxy statement on Schedule 14A for the 2024 annual meeting of stockholders filed with the Securities and Exchange Commission on March 27, 2024 under the heading “Executive Officers of the Company,” and such biography is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On July 31, 2024, the Company issued a press release announcing the appointment of Mr. Cable President and Chief Executive Officer of the Company and the Bank effective September 19, 2024, and Mr. Sellers retirement in early 2025. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.  Consequently, it is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) 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 if such subsequent filing specifically references this Form 8-K.

 Item 9.01.  Financial Statements and Exhibits

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.

EXHIBIT 99.1

For Immediate Release

PEOPLES BANCORP ANNOUNCES RETIREMENT OF LANCE SELLERS AS CEO/PRESIDENT AND THE SELECTION OF BILL CABLE AS THE NEW CEO/PRESIDENT. CABLE HAS BEEN THE CHIEF OPERATING OFFICER SINCE 2000.

(Newton NC) Robert Abernethy, Chairman of the Board of Peoples Bancorp of North Carolina (PEBK) announced today that Bill Cable has been appointed by the Board of Directors to assume the role of President and CEO on September 19, 2024 with the upcoming retirement of Lance Sellers in early 2025.

Mr. Abernethy commented on the appointment by saying “Peoples Bank has been very fortunate to have a talented and dedicated team of senior executives. They have served the bank, the community, and our shareholders very well. Bill Cable is a big part of that team’s success. The Board is pleased to have a leader with his qualities and abilities to serve as our new CEO.”

Mr. Sellers said “I am delighted with the Board’s choice of Bill. I’ve worked side by side with him for many years and his extensive knowledge of banking and the industry will benefit the bank for years to come.”

Mr. Cable joined Peoples Bank in 1995 and has served in several executive positions in the Company. In 2000 he became the company’s Chief Operating Officer, responsible for executing strategy across the organization. He began his banking career in 1991 with the Federal Deposit Insurance Corporation. He is a graduate of Western Carolina University with a Bachelor of Science degree in Business Administration. He has completed executive banking schools at Louisiana State University, Vanderbilt University, the University of Wisconsin-Madison and the North Carolina Bank Directors’ College.

Mr. Cable and his family reside in Catawba County. They are members of Discovery Church where he has served on the Ministry Leadership Team. He has also served in many community organizations including the Hickory Soup Kitchen and the Catawba County United Way.

Mr. Cable said “I am honored to serve as the eleventh President and CEO of Peoples Bank. Peoples Bank has a proud 112-year heritage as a respected community bank, serving our employees, customers, and shareholders. I look forward to working with our board of directors and the great team at Peoples Bank, to lead our company into the future as a strong, independent community bank that is Exceptional at Serving our Communities.”

Mr. Abernethy stated on Sellers upcoming retirement “During Lance’s 12 years as CEO the bank’s assets grew from $1 billion to $1.6 billion, it achieved 5 years of record earnings and provided shareholders a total return of over 380%, but more importantly the bank’s culture and core values were strengthened. Lance, though, will be the first to say that this was a team effort, and that all employees past and present need to be proud of these achievements.”

Mr. Sellers said “After 40 years in banking, 26 with Peoples Bank, I’m looking forward to retirement and spending more time with my family. I’ve been blessed to work for a great company with great people for the past 26 years, striving together to be Exceptional at Serving Others. I’ve greatly appreciated the support of my co-workers, the Board, and especially my family during my career with Peoples Bank.”

Peoples Bank operates 16 banking offices in North Carolina, with offices in Catawba, Alexander, Lincoln, Mecklenburg, Iredell and Wake Counties. The Bank also operates loan production offices in Lincoln, Mecklenburg, Rowan and Forsyth Counties. The Company’s common stock is publicly traded and is listed on the Nasdaq Global Market under the symbol “PEBK.”

Statements made in this press release, 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 release 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 could cause actual results to differ include, but are not limited to, (1) competition in the markets served by the Bank, (2) changes in the interest rate environment, (3) general national, regional or local economic conditions may be less favorable than expected, resulting in, among other things, a deterioration in credit quality and the possible impairment of collectibility of loans, (4) legislative or regulatory changes, including changes in accounting standards, (5) significant changes in the federal and state legal and regulatory environment and tax laws, (6) the impact of changes in monetary and fiscal policies, laws, rules and regulations and (7) other risks and factors identified in the Company’s other filings with the Securities and Exchange Commission, including but not limited to those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.