[Form 4] Oak Valley Bancorp Insider Trading Activity

Rhea-AI Filing Summary

James L. Gilbert, a director of Oak Valley Bancorp (OVLY), reported a donation of 4,237 shares of the issuer's common stock on 08/27/2025. The Form 4 shows the shares were donated to a charitable organization and the reporting person received no consideration for the transfer. After the donation, Mr. Gilbert beneficially owned 151,654 shares. The filing is a routine Section 16 disclosure of a non‑derivative, non‑compensatory transfer by an insider and does not include any options, exercises, or purchases.

Insights

Financial Analyst

TL;DR: Insider reported a non‑compensatory donation of 4,237 shares, lowering beneficial ownership to 151,654 shares; transaction appears routine.

The reported transfer is a gift to charity rather than a sale, so there is no direct liquidity event or realization of proceeds by the director. The reduction of 4,237 shares should be assessed relative to total insider holdings and public float, but by itself the transaction is a non‑material ownership change and does not signal company operational developments or earnings impact.

Corporate Governance Expert

TL;DR: This is a standard Section 16 disclosure for a charitable donation by a director and raises no governance red flags.

The Form 4 indicates transparent reporting and includes the required signed certification. Because the transfer was a donation with no consideration and there are no linked derivative transactions or 10b5‑1 plan references, the filing reflects routine compliance with insider reporting obligations rather than a governance concern.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gilbert James L

(Last) (First) (Middle)

125 NORTH THIRD AVENUE

(Street)

OAKDALE CA 95361

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Oak Valley Bancorp [ OVLY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/27/2025		G(1)		4,237	D	(1)	151,654	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares donated to a charitable organization. The reporting person did not receive any consideration for this transfer.

	/s/ James L Gilbert	08/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did OVLY director James L. Gilbert report on Form 4?

The director reported a donation of 4,237 common shares on 08/27/2025, with no consideration received.

How many OVLY shares does James L. Gilbert beneficially own after the transaction?

After the donation Mr. Gilbert beneficially owned 151,654 shares according to the Form 4.

Was the 08/27/2025 transaction a sale or a donation for OVLY shares?

The filing states the shares were donated to a charitable organization and the reporting person received no consideration.

Does the Form 4 for OVLY include any derivative transactions or exercises?

No. The Form 4 reports only a non‑derivative transfer of common stock and lists no derivative transactions.

Does this Form 4 suggest material insider selling or governance issues at OVLY?

No. The filing reflects a charitable donation and appears to be a routine Section 16 disclosure rather than a material governance concern.