Terrance Withrow increases OVLY stake to 31,620 shares via DRIP

Rhea-AI Filing Summary

Terrance P. Withrow, a director of Oak Valley Bancorp (OVLY), purchased 294 shares of the issuer's common stock on 08/08/2025 at a reported price of $26.88 per share through automatic dividend reinvestment. After the purchase he directly beneficially owned 31,620 shares. The filing is a standard Section 16 Form 4 reporting a P (purchase) transaction and notes the acquisition occurred via a brokerage account dividend reinvestment plan. The disclosure confirms the transaction was reported by one reporting person and does not show any derivative transactions.

Positive

• Director increased direct holdings to 31,620 shares, reflecting continued ownership alignment with shareholders
• Purchase executed via dividend reinvestment (DRIP), indicating passive accumulation without special trading arrangements

Negative

• None.

Insights

Financial Analyst

Director purchased a small number of shares via DRIP, modestly increasing direct holdings to 31,620 shares.

This Form 4 shows a routine insider purchase: 294 common shares acquired at $26.88 via automatic dividend reinvestment. The transaction is recorded as a direct purchase by a director, which is a straightforward bookkeeping of dividend reinvestment rather than an active open-market buy program. The size of the transaction relative to total reported holdings appears modest and is unlikely by itself to materially change ownership percentages or corporate control.

Corporate Governance Expert

Routine DRIP transaction by a director; disclosure meets Section 16 reporting requirements and raises no governance concerns.

The filing documents a purchase under an automatic dividend reinvestment arrangement, which is a common, preexisting plan for accumulating shares. The Form 4 is filed by one reporting person and includes the nature of indirect beneficial ownership as direct. There are no amendments, derivative holdings, or other notable governance actions disclosed in this report.

08/12/2025 - 06:26 PM

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^*

WITHROW TERRANCE P

(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)
08/08/2025

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	08/08/2025		P(1)		294	A	$26.88	31,620	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 purchased via automatic dividend reinvestment through brokerage account

	/s/ Terrance P Withrow	08/12/2025
	** 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 transaction did Terrance P. Withrow report on the OVLY Form 4?

The Form 4 reports a purchase of 294 shares of Oak Valley Bancorp common stock executed on 08/08/2025 with a price of $26.88 per share.

How many OVLY shares does Terrance Withrow own after the reported transaction?

Following the reported purchase, he beneficially owned 31,620 shares directly.

How was the OVLY purchase executed according to the filing?

The filing states the shares were purchased via automatic dividend reinvestment through a brokerage account.

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

No. Table II for derivative securities is empty; the filing discloses only the non-derivative common stock purchase.

Was this Form 4 filed by multiple reporting persons?

No. The form indicates it was filed by one reporting person.