Oak Valley Bancorp (OVLY) CEO granted 5,267 restricted shares in Form 4

Rhea-AI Filing Summary

Oak Valley Bancorp CEO and director Christopher M. Courtney reported an award of 5,267 shares of common stock on February 27, 2026 as a grant of restricted stock under the company’s Stock Incentive Plan, at no cash price per share. These restricted shares vest 20% annually on February 28 of each year from 2027 through 2031, and are subject to transfer restrictions and forfeiture conditions until vested. The filing also records a discretionary transaction adjusting his holdings by 2,079 shares as of December 31, 2025 for shares acquired through the 401(k) profit sharing plan. Following the most recent award, Courtney directly owns 243,647 common shares.

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

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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^*

Courtney Christopher M.

(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
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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	12/31/2025(1)		I(2)		2,079	A	(1)	238,380	D
Common Stock	02/27/2026(3)		A(4)		5,267	A	(5)	243,647	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 acquired through company 401k plan. Purchase transactions occur under 10b5-1 purchase plan with various dates and pricing.

2. Adjustment to holdings for shares acquired through 401k profit sharing plan in 2025.

3. Award of restricted stock to executive employee pursuant to Stock Incentive Plan.

4. Each restricted stock share that is unvested is subject to certain restrictions on disposition as well as certain forfeiture rights, which will lapse upon vesting.

5. The restricted stock will vest 20% annually on the following dates: 2/28/2027 2/28/2028 2/28/2029 2/28/2030 2/28/2031

	/s/ Christopher M Courtney	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did OVLY CEO Christopher Courtney report on this Form 4?

Christopher M. Courtney reported a grant of 5,267 restricted common shares on February 27, 2026 and a 2,079-share adjustment dated December 31, 2025 tied to 401(k) profit sharing, both affecting his direct holdings in Oak Valley Bancorp.

How many Oak Valley Bancorp (OVLY) shares does the CEO own after these transactions?

After the reported transactions, Christopher M. Courtney directly owns 243,647 shares of Oak Valley Bancorp common stock. This total reflects the February 27, 2026 restricted stock award of 5,267 shares and prior adjustments, including the 2,079-share 401(k) profit sharing adjustment for 2025.

What are the vesting terms of the 5,267 restricted shares granted to OVLY’s CEO?

The 5,267 restricted shares awarded to the CEO vest in 20% installments annually on February 28 of 2027, 2028, 2029, 2030, and 2031. Until vesting, the shares are subject to transfer restrictions and potential forfeiture under the Stock Incentive Plan.

Was cash paid for the 5,267-share restricted stock award at Oak Valley Bancorp?

No cash was paid for the award; the 5,267 restricted shares were reported with a transaction price of 0.0000 per share. This reflects a stock-based grant to the CEO under the company’s Stock Incentive Plan rather than an open-market purchase.

What does the 2,079-share discretionary transaction in OVLY stock represent?

The 2,079-share transaction is described as a discretionary transaction under Rule 16b-3(f), adjusting the CEO’s holdings for shares acquired through the 401(k) profit sharing plan in 2025. It reflects internal plan-related activity rather than an open-market trade.

Are the CEO’s newly granted OVLY restricted shares subject to forfeiture conditions?

Yes. The filing states each unvested restricted share is subject to disposition restrictions and forfeiture rights, which lapse as the shares vest. These conditions apply throughout the vesting schedule from February 28, 2027 through February 28, 2031.