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0001431567
0001431567
2026-10-21
2026-10-21
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: October 21, 2026
(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 October 21, 2026, 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 nine-months ended September 30, 2026.
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 October 21, 2026 |
| 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: October 23, 2026 | | |
| 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 October 21, 2026 |
| |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit 99.1
For Immediate Release
Date: | October 21, 2026 |
Contact: | Rick McCarty/Jeff Gall |
Phone: | (209) 848-2265 |
| www.ovcb.com |
OAK VALLEY BANCORP REPORTS 3rd QUARTER RESULTS
OAKDALE, CA - Oak Valley Bancorp (NASDAQ: OVLY) (the "Company"), the bank holding company for Oak Valley Community Bank and their Eastern Sierra Community Bank division, recently reported unaudited consolidated financial results. For the three months ended September 30, 2026, consolidated net income was $6,450,000, or $0.77 per diluted share (EPS), as compared to $5,114,000, or $0.61 EPS, for the prior quarter and $6,693,000, or $0.81 EPS, for the same period a year ago. Consolidated net income for the nine months ended September 30, 2026 was $16,873,000, or $2.02 EPS, compared to $17,578,000, or $2.12 EPS, for the same period of 2025.
The increase in third quarter net income compared to the prior quarter was primarily due to an increase in net interest income, a decrease in non-interest expense, and an increase in non-interest income. Year-to-date net income decreased compared to 2025 primarily due to an increase in non-interest expense, partially offset by increases in net interest income and non-interest income.
Net interest income for the three months ended September 30, 2026 was $19,802,000, compared to $18,944,000 in the prior quarter and $19,197,000 in the same period a year ago. The increase in net interest income over the prior periods was driven by growth in average earning assets and an increase in the yield on average earning assets. Net interest margin for the three months ended September 30, 2026 was 4.24%, compared to 4.15% for the prior quarter and 4.16% for the same period last year.
Non-interest income was $1,851,000 for the quarter ended September 30, 2026, compared to $1,665,000 for the prior quarter and $1,973,000 for the same period last year. The increase compared to the prior period was primarily due to an increase in debit card transaction fee income, and dividends received from the Federal Home Loan Bank. The decrease compared to the same period of 2025 was mainly due to a one-time gain from the redemption of a life insurance policy recorded in 2025.
Non-interest expense totaled $13,420,000 for the quarter ended September 30, 2026, compared to $14,157,000 in the prior quarter and $12,700,000 in the same quarter a year ago. The decrease compared to the prior quarter is due to a one-time benefit expense recorded during the prior quarter for accelerated vesting of certain restricted stock awards. The increase over the same period a year ago reflects staffing expenses and general operating costs related to supporting the Company's growth and expanded branch network.
“We are pleased with our third-quarter operating results, highlighted by stronger net interest income and expanded net interest margin,” stated Rick McCarty, President and Chief Executive Officer. “These results reflect the strength of our core banking franchise and our team’s disciplined approach to balance sheet management.”
Total assets were $1.98 billion at September 30, 2026, a decrease of $25,404,000 from June 30, 2026 and $19,242,000 from September 30, 2025. Gross loans were $1.15 billion at September 30, 2026, a decrease of $11,660,000 from June 30, 2026 and an increase of $41,226,000 over September 30, 2025. The Company's total deposits were $1.76 billion as of September 30, 2026, essentially unchanged from June 30, 2026 and a decrease of $12,299,000 from September 30, 2025. Our liquidity position remains strong, as evidenced by $179,669,000 in cash and cash equivalent balances at September 30, 2026.
Non-performing assets ("NPA") totaled $2,581,000 as of September 30, 2026, compared to $2,631,000 at June 30, 2026 and no NPA at September 30, 2025. The Company recorded a provision for credit losses of $42,000 during the third quarter related to off-balance-sheet-items as determined by macro-economic conditions and other credit-related factors within our current expected credit loss (“CECL”) risk model. Non-performing assets were 0.13% of total assets at September 30, 2026, consistent with June 30, 2026. The allowance for credit losses ("ACL") as a percentage of gross loans was 0.97% at September 30, 2026, compared to 0.96% at June 30, 2026 and 1.03% at September 30, 2025. The ACL decrease compared to the prior year is a result of the $1,735,000 loan charge-off during the second quarter of 2026.
Oak Valley Bancorp operates Oak Valley Community Bank & their Eastern Sierra Community Bank division, through which it offers a variety of loan and deposit products to businesses and individuals. They currently operate through 19 conveniently located branches: Oakdale, Turlock, Stockton, Patterson, Ripon, Escalon, Manteca, Tracy, Sacramento, Roseville, Lodi, two branches in Sonora, three branches in Modesto, and three branches in the Eastern Sierra division, which includes Bridgeport, Mammoth Lakes, and Bishop.
For more information, call 1-866-844-7500 or visit www.ovcb.com.
This press release includes forward-looking statements about the corporation for which the corporation claims the protection of safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are based on management's knowledge and belief as of today and include information concerning the corporation's possible or assumed future financial condition, and its results of operations and business. Forward-looking statements are subject to risks and uncertainties. A number of important factors could cause actual results to differ materially from those in the forward-looking statements. Those factors include fluctuations in interest rates, government policies and regulations (including monetary and fiscal policies), legislation, economic conditions, including increased energy costs in California, credit quality of borrowers, operational factors and competition in the geographic and business areas in which the company conducts its operations. All forward-looking statements included in this press release are based on information available at the time of the release, and the Company assumes no obligation to update any forward-looking statement.
###
Oak Valley Bancorp
Financial Highlights (unaudited)
Selected Quarterly Operating Data: | | 3rd Quarter | | | 2nd Quarter | | | 1st Quarter | | | 4th Quarter | | | 3rd Quarter | |
($ in thousands, except per share) | | 2026 | | | 2026 | | | 2026 | | | 2025 | | | 2025 | |
| | | | | | | | | | | | | | | | | | | | |
Net interest income | | $ | 19,802 | | | $ | 18,944 | | | $ | 18,824 | | | $ | 19,457 | | | $ | 19,197 | |
Provision for (reversal of) credit losses | | | 42 | | | | 21 | | | | 464 | | | | 865 | | | | (60 | ) |
Non-interest income | | | 1,851 | | | | 1,665 | | | | 1,952 | | | | 1,825 | | | | 1,973 | |
Non-interest expense | | | 13,420 | | | | 14,157 | | | | 13,506 | | | | 12,262 | | | | 12,700 | |
Net income before income taxes | | | 8,191 | | | | 6,431 | | | | 6,806 | | | | 8,155 | | | | 8,530 | |
Provision for income taxes | | | 1,741 | | | | 1,317 | | | | 1,497 | | | | 1,820 | | | | 1,837 | |
Net income | | $ | 6,450 | | | $ | 5,114 | | | $ | 5,309 | | | $ | 6,335 | | | $ | 6,693 | |
| | | | | | | | | | | | | | | | | | | | |
Earnings per common share - basic | | $ | 0.78 | | | $ | 0.62 | | | $ | 0.64 | | | $ | 0.77 | | | $ | 0.81 | |
Earnings per common share - diluted | | $ | 0.77 | | | $ | 0.61 | | | $ | 0.64 | | | $ | 0.76 | | | $ | 0.81 | |
Dividends paid per common share | | $ | 0.375 | | | $ | - | | | $ | 0.375 | | | $ | - | | | $ | 0.300 | |
Return on average common equity | | | 12.16 | % | | | 9.74 | % | | | 10.23 | % | | | 12.32 | % | | | 14.30 | % |
Return on average assets | | | 1.28 | % | | | 1.04 | % | | | 1.07 | % | | | 1.25 | % | | | 1.35 | % |
Net interest margin (1) | | | 4.24 | % | | | 4.15 | % | | | 4.12 | % | | | 4.14 | % | | | 4.16 | % |
Efficiency ratio (2) | | | 60.15 | % | | | 66.46 | % | | | 62.99 | % | | | 55.94 | % | | | 58.27 | % |
| | | | | | | | | | | | | | | | | | | | |
Capital - Period End | | | | | | | | | | | | | | | | | | | | |
Book value per common share | | $ | 22.70 | | | $ | 25.80 | | | $ | 24.50 | | | $ | 24.79 | | | $ | 23.63 | |
| | | | | | | | | | | | | | | | | | | | |
Credit Quality - Period End | | | | | | | | | | | | | | | | | | | | |
Nonperforming assets / total assets | | | 0.13 | % | | | 0.13 | % | | | 0.23 | % | | | 0.23 | % | | | 0.00 | % |
Credit loss reserve / gross loans | | | 0.97 | % | | | 0.96 | % | | | 1.13 | % | | | 1.08 | % | | | 1.03 | % |
| | | | | | | | | | | | | | | | | | | | |
Balance Sheet - Period End (in thousands) | | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 1,976,174 | | | $ | 2,001,578 | | | $ | 2,010,299 | | | $ | 2,023,116 | | | $ | 1,995,416 | |
Gross loans | | | 1,154,055 | | | | 1,165,715 | | | | 1,147,451 | | | | 1,143,930 | | | | 1,112,829 | |
Nonperforming assets | | | 2,581 | | | | 2,631 | | | | 4,574 | | | | 4,587 | | | | - | |
Allowance for credit losses | | | 11,214 | | | | 11,172 | | | | 12,910 | | | | 12,381 | | | | 11,420 | |
Deposits | | | 1,762,583 | | | | 1,763,551 | | | | 1,780,996 | | | | 1,792,962 | | | | 1,774,882 | |
Common equity | | | 191,099 | | | | 217,034 | | | | 206,154 | | | | 207,975 | | | | 198,280 | |
| | | | | | | | | | | | | | | | | | | | |
Balance Sheet - Average (in thousands) | | | | | | | | | | | | | | | | | | | | |
Average assets | | $ | 1,999,329 | | | $ | 1,980,142 | | | $ | 2,006,175 | | | $ | 2,013,766 | | | $ | 1,961,374 | |
Average earning assets | | | 1,902,124 | | | | 1,884,736 | | | | 1,905,874 | | | | 1,914,907 | | | | 1,876,588 | |
Average equity | | | 210,369 | | | | 210,662 | | | | 210,562 | | | | 203,994 | | | | 185,638 | |
| | | | | | | | | | | | | | | | | | | | |
Non-Financial Data | | | | | | | | | | | | | | | | | | | | |
Full-time equivalent staff | | | 247 | | | | 246 | | | | 244 | | | | 238 | | | | 237 | |
Number of banking offices | | | 19 | | | | 19 | | | | 19 | | | | 19 | | | | 18 | |
| | | | | | | | | | | | | | | | | | | | |
Common Shares outstanding | | | | | | | | | | | | | | | | | | | | |
Period end | | | 8,419,978 | | | | 8,413,458 | | | | 8,413,458 | | | | 8,388,221 | | | | 8,390,621 | |
Period average - basic | | | 8,290,685 | | | | 8,272,810 | | | | 8,257,567 | | | | 8,249,256 | | | | 8,246,666 | |
Period average - diluted | | | 8,348,220 | | | | 8,333,393 | | | | 8,322,124 | | | | 8,304,597 | | | | 8,299,039 | |
| | | | | | | | | | | | | | | | | | | | |
Market Ratios | | | | | | | | | | | | | | | | | | | | |
Stock Price | | $ | 33.67 | | | $ | 33.75 | | | $ | 32.43 | | | $ | 30.06 | | | $ | 28.17 | |
Price/Earnings | | | 10.91 | | | | 13.61 | | | | 12.44 | | | | 9.87 | | | | 8.75 | |
Price/Book | | | 1.48 | | | | 1.31 | | | | 1.32 | | | | 1.21 | | | | 1.19 | |
(1) | This is a non-GAAP measure that is computed on a fully tax equivalent basis using a federal tax rate of 21%. The resulting adjustment to net interest income is $536 thousand, $546 thousand, $539 thousand, $509 thousand, and $501 thousand for the three-months ended September 30, 2026, June 30, 2026, March 31, 2026, December 31, 2025, and September 30, 2025, respectively. |
(2) | This is a non-GAAP measure that is computed on a fully tax equivalent basis using a federal tax rate of 21%, and a federal/state combined tax rate of 29.56%. The resulting adjustment to pre-tax income is $659 thousand, $694 thousand, $666 thousand, $639 thousand, and $626 thousand for the three-months ended September 30, 2026, June 30, 2026, March 31, 2026, December 31, 2025, and September 30, 2025, respectively. |
Profitability | | NINE MONTHS ENDED SEPTEMBER 30, | |
($ in thousands, except per share) | | 2026 | | | 2025 | |
| | | | | | | | |
Net interest income | | $ | 57,570 | | | $ | 55,158 | |
Provision for (reversal of) credit losses | | | 527 | | | | 459 | |
Non-interest income | | | 5,468 | | | | 5,289 | |
Non-interest expense | | | 41,083 | | | | 37,493 | |
Net income before income taxes | | | 21,428 | | | | 22,495 | |
Provision for income taxes | | | 4,555 | | | | 4,917 | |
Net income | | $ | 16,873 | | | $ | 17,578 | |
| | | | | | | | |
Earnings per share - basic | | $ | 2.04 | | | $ | 2.13 | |
Earnings per share - diluted | | $ | 2.02 | | | $ | 2.12 | |
Dividends paid per share | | $ | 0.750 | | | $ | 0.600 | |
Return on average equity | | | 10.72 | % | | | 12.71 | % |
Return on average assets | | | 1.13 | % | | | 1.22 | % |
Net interest margin (3) | | | 4.17 | % | | | 4.12 | % |
Efficiency ratio (4) | | | 63.15 | % | | | 60.17 | % |
| | | | | | | | |
Capital - Period End | | | | | | | | |
Book value per share | | $ | 22.70 | | | $ | 23.63 | |
| | | | | | | | |
Credit Quality - Period End | | | | | | | | |
Nonperforming assets/ total assets | | | 0.13 | % | | | 0.00 | % |
Credit loss reserve/ gross loans | | | 0.97 | % | | | 1.03 | % |
| | | | | | | | |
Balance Sheet - Period End (in thousands) | | | | | | | | |
Total assets | | $ | 1,976,174 | | | $ | 1,995,416 | |
Gross loans | | | 1,154,055 | | | | 1,112,829 | |
Nonperforming assets | | | 2,581 | | | | - | |
Allowance for credit losses | | | 11,214 | | | | 11,420 | |
Deposits | | | 1,762,583 | | | | 1,774,882 | |
Stockholders' equity | | | 191,099 | | | | 198,280 | |
| | | | | | | | |
Balance Sheet - Average (in thousands) | | | | | | | | |
Average assets | | $ | 1,995,190 | | | $ | 1,923,112 | |
Average earning assets | | | 1,897,564 | | | | 1,836,679 | |
Average equity | | | 210,530 | | | | 184,947 | |
| | | | | | | | |
Non-Financial Data | | | | | | | | |
Full-time equivalent staff | | | 247 | | | | 237 | |
Number of banking offices | | | 19 | | | | 18 | |
| | | | | | | | |
Common Shares outstanding | | | | | | | | |
Period end | | | 8,419,978 | | | | 8,390,621 | |
Period average - basic | | | 8,273,809 | | | | 8,241,273 | |
Period average - diluted | | | 8,334,675 | | | | 8,287,622 | |
| | | | | | | | |
Market Ratios | | | | | | | | |
Stock Price | | $ | 33.67 | | | $ | 28.17 | |
Price/Earnings | | | 12.35 | | | | 9.88 | |
Price/Book | | | 1.48 | | | | 1.19 | |
(3) | This is a non-GAAP measure that is computed on a fully tax equivalent basis using a federal tax rate of 21%. The resulting adjustment to net interest income is $1.621 million and $1.496 million for the nine months ended September 30, 2026 and 2025, respectively. |
(4) | This is a non-GAAP measure that is computed on a fully tax equivalent basis using a federal tax rate of 21%, and a federal/state combined tax rate of 29.56%. The resulting adjustment to pre-tax income is $2.018 million and $1.868 million for the nine months ended September 30, 2026 and 2025, respectively. |