Oak Valley Bancorp (OVLY) EVP reports stock award and tax withholdings

Rhea-AI Filing Summary

Oak Valley Bancorp executive vice president of commercial real estate Cathy Ghan reported several internal share movements in the company’s common stock. On February 27, 2026, she surrendered multiple small blocks of shares coded "F" to satisfy tax liabilities on previously granted restricted stock as those awards vested, rather than selling shares in the open market.

On the same date, she received a grant of restricted stock coded "A" as an award under the company’s stock incentive plan, which will vest 20% annually from February 28, 2027 through February 28, 2031 and is subject to transfer restrictions and potential forfeiture until vesting. The filing also notes earlier adjustments for shares acquired through the company 401(k) and profit-sharing plans under a Rule 10b5-1 purchase program.

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^*

Ghan Cathy

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP Commercial Real Estate

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)		1,306	A	(1)	41,175	D
Common Stock	02/27/2026		F		105	D	(3)	41,070	D
Common Stock	02/27/2026		F		87	D	(4)	40,983	D
Common Stock	02/27/2026		F		401	D	(5)	40,582	D
Common Stock	02/27/2026		F		101	D	(5)	40,481	D
Common Stock	02/27/2026		F		89	D	(6)	40,392	D
Common Stock	02/27/2026(7)		A(8)		784	A	(9)	41,176	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. Shares surrendered to satisfy tax liability on restricted stock issued 2/28/2022 vested 2/27/2026

4. Shares surrendered to satisfy tax liability on restricted stock issued 2/28/2023 vested 2/27/2026

5. Shares surrendered to satisfy tax liability on restricted stock issued 2/28/2024 vested 2/27/2026

6. Shares surrendered to satisfy tax liability on restricted stock issued 2/28/2025 vested 2/27/2026

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

8. 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.

9. 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/ Cathy Ghan	03/02/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did Oak Valley Bancorp (OVLY) report for Cathy Ghan?

Oak Valley Bancorp reported that EVP Cathy Ghan recorded several tax-withholding share dispositions and a new restricted stock grant. These movements reflect equity compensation and related tax settlements, not open-market buying or selling of OVLY common stock.

Were Cathy Ghan’s OVLY stock transactions open-market sales or buys?

The reported OVLY transactions were not open-market sales or buys. They were primarily "F" code tax-withholding dispositions tied to vesting restricted stock, plus an "A" code restricted stock award under the company’s stock incentive plan.

What restricted stock award did Cathy Ghan receive from Oak Valley Bancorp (OVLY)?

Cathy Ghan received an "A" code award of restricted OVLY common stock under the stock incentive plan. The shares carry transfer restrictions and potential forfeiture, vesting 20% annually from February 28, 2027 through February 28, 2031 as long as conditions are met.

How were taxes handled on Cathy Ghan’s OVLY restricted stock vesting?

Taxes on Cathy Ghan’s vesting OVLY restricted stock were satisfied by surrendering shares back, shown as "F" code dispositions. Footnotes state these shares were used to pay tax liabilities on awards granted between 2022 and 2025 that vested on February 27, 2026.

What do the OVLY Form 4 footnotes say about Ghan’s 401(k) holdings?

The footnotes explain that some OVLY shares were acquired through the company 401(k) plan under a Rule 10b5-1 purchase program. They also note an adjustment for shares acquired via the 401(k) profit-sharing plan during 2025, reflecting ongoing retirement-plan accumulation.

What SEC transaction codes appear in this OVLY Form 4 filing?

The OVLY Form 4 for Cathy Ghan uses codes "F", "A", and "I". "F" indicates shares surrendered to cover taxes or exercise costs, "A" reflects a grant or award of stock, and "I" denotes a discretionary transaction under Rule 16b-3(f).