Planned board changes at Ohio Valley Banc Corp. (NASDAQ: OVBC)

Rhea-AI Filing Summary

Ohio Valley Banc Corp. announced upcoming board leadership changes driven by planned retirements. Director David W. Thomas plans to retire from the boards of the company and The Ohio Valley Bank Company at the 2026 Annual Meeting of Shareholders, in line with the mandatory retirement age of 70 and not due to any disagreement. At the same meeting, Thomas E. Wiseman will retire from his role as Chairman of the Board of both entities but will continue to serve as a director, helping maintain continuity in board oversight.

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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): February 27, 2026

OHIO VALLEY BANC CORP.

(Exact Name of Registrant as Specified in Its Charter)

000-20914

(Commission File Number)

Ohio	31-1359191
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

420 THIRD AVENUE, PO BOX 240

GALLIPOLIS, Ohio 45631

(Address of principal executive offices, including zip code)

(740) 446-2631

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

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))

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, without par value		OVBC		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

(b) On February 24, 2026, David W. Thomas notified Ohio Valley Banc Corp. (the “Company”) of his intent to retire from the Board of Directors of the Company and its subsidiary, The Ohio Valley Bank Company (the “Bank”), at the 2026 Annual Meeting of Shareholders to be held in May.  Mr. Thomas has reached the age of 70, so his retirement is pursuant to the Company’s mandatory retirement policy for directors. Mr. Thomas’ retirement is not due to any disagreement with the Company or the Bank.

Also on February 24, 2026, Thomas E. Wiseman notified the Company of his intent to retire from his position as Chairman of the Board of the Company and the Bank, although he will remain a director of both.  His retirement from the position of Chairman of the Board will be effective at the 2026 Annual Meeting of Shareholders.

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 thereunto duly authorized.

			OHIO VALLEY BANC CORP.
Date:	February 27, 2026	By:	/s/Larry E. Miller, II
			Larry E. Miller, II President and Chief Executive Officer

FAQ

What board changes did Ohio Valley Banc Corp. (OVBC) disclose?

Ohio Valley Banc Corp. announced that Director David W. Thomas will retire from the boards and Thomas E. Wiseman will step down as Chairman while remaining a director. Both changes will take effect at the 2026 Annual Meeting of Shareholders.

Why is OVBC director David W. Thomas retiring from the board?

David W. Thomas is retiring because he reached age 70, triggering Ohio Valley Banc Corp.’s mandatory retirement policy for directors. The company stated his retirement is not due to any disagreement with the company or its banking subsidiary.

Will Thomas E. Wiseman remain involved with Ohio Valley Banc Corp. (OVBC)?

Yes. Thomas E. Wiseman will retire from his position as Chairman of the Board at the 2026 Annual Meeting but will continue serving as a director of Ohio Valley Banc Corp. and The Ohio Valley Bank Company, providing ongoing board-level involvement.

When will the OVBC board leadership changes become effective?

The leadership changes become effective at the 2026 Annual Meeting of Shareholders, scheduled to be held in May. At that meeting, David W. Thomas will retire from the boards and Thomas E. Wiseman will step down as Chairman while remaining a director.

Did Ohio Valley Banc Corp. (OVBC) report any disagreement related to these retirements?

No. Ohio Valley Banc Corp. specifically noted that David W. Thomas’ retirement from the boards is not due to any disagreement with the company or The Ohio Valley Bank Company, indicating it stems solely from the mandatory retirement age policy.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.7 KB