[8-K] Oak Valley Bancorp Reports Material Event

Rhea-AI Filing Summary

Insights

M&A Specialist

CEO-led group proposes $17.25-per-share buyout; material going-private possibility; triggers review process and potential change-of-control premium.

The filing discloses that a management-affiliated group delivered a supplemental letter offering to purchase every Fonar share it does not already own for $17.25 in cash. Because the proposer is the sitting Chief Executive Officer, the Board has delegated evaluation to an independent Special Committee, a customary safeguard against conflicts under Delaware law. No binding agreement exists at this stage; the disclosure merely announces receipt of the proposal.

Key implications:

• Change-of-control path: If negotiations advance, shareholders could exchange stock for cash and the company would likely delist.
• Valuation anchor: The $17.25 figure now forms the public reference point for any competing bids or counter-offers, but the Committee remains free to reject or negotiate.
• Process risk: Because insiders control an unspecified stake, minority holders depend on the Committee to secure fair value. The filing offers no timeline or financing details, leaving completion uncertain.
• Regulatory steps: A definitive agreement would trigger further 8-K items, proxy materials, and potential appraisal rights under Section 262.

Until a formal merger agreement is executed, the event is material yet preliminary; investors should monitor subsequent filings for deal terms, financing commitments, and Committee recommendations.

false 0001431567 0001431567 2025-07-18 2025-07-18

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: July 18, 2025 (Date of earliest event reported)
Oak Valley Bancorp (Exact name of registrant as specified in its charter)
CA (State or other jurisdiction of incorporation)	001-34142 (Commission File Number)	26-2326676 (IRS Employer Identification Number)
125 N. Third Ave. Oakdale, CA (Address of principal executive offices)	95361 (Zip Code)
(209) 848-2265 (Registrant's telephone number, including area code)
Not Applicable (Former Name or Former Address, if changed since last report)

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 Stock	OVLY	The Nasdaq Stock Market, LLC

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 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 2.02. Results of Operations and Financial Condition

On July 18, 2025, Oak Valley Bancorp issued a press release, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference. The press release announced the Company’s operating results for the three and six-months ended June 30, 2025.

The information in this Item 2.02 in this Form 8-K and the Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure.

See “Item 2.02. Results of Operations and Financial Condition” which is incorporated by reference in this Item 7.01.

Item 9.01. Financial Statements and Exhibits

(a) Financial statements:

None

(b) Pro forma financial information:

None

(c) Shell company transactions:

None

(d) Exhibits

99.1 Press Release of Oak Valley Bancorp dated July 18, 2025

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

Dated: July 21, 2025 OAK VALLEY BANCORP    By: /s/ Jeffrey A. Gall
     Jeffrey A. Gall
     Executive Vice President and Chief Financial Officer (Principal Financial Officer and duly authorized signatory)

Exhibit Index
Exhibit No.	Description
99.1	Press Release of Oak Valley Bancorp dated July 18, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

FAQ

What information is available?

This document appears to contain limited substantive content.