Oak Valley Bancorp (OVLY) CFO reports restricted stock grant and tax share surrenders

Rhea-AI Filing Summary

Oak Valley Bancorp executive vice president and chief financial officer Jeffrey A. Gall reported a mix of equity compensation changes in company common stock. On February 27, 2026, he surrendered several small blocks of shares under code F to satisfy tax liabilities on restricted stock that vested from grants originally issued on February 28 in 2021, 2022, 2023, 2024, and 2025. That same day, he received a grant of 784 restricted shares under the Stock Incentive Plan, which will vest 20% annually on February 28 of 2027, 2028, 2029, 2030, and 2031, subject to forfeiture and transfer restrictions until vesting. The filing also records a prior discretionary 401(k)–related adjustment of 1,182 shares as of December 31, 2025, reflecting purchases and profit-sharing contributions under a 10b5‑1 plan.

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
Estimated average burden
hours per response:			0.5

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^*

Gall Jeffrey A

(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 Chief Financial Officer

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)		1,182	A	(1)	40,122	D
Common Stock	02/27/2026		F		120	D	(3)	40,002	D
Common Stock	02/27/2026		F		107	D	(4)	39,895	D
Common Stock	02/27/2026		F		89	D	(5)	39,806	D
Common Stock	02/27/2026		F		411	D	(6)	39,395	D
Common Stock	02/27/2026		F		103	D	(6)	39,292	D
Common Stock	02/27/2026		F		91	D	(7)	39,201	D
Common Stock	02/27/2026(8)		A(9)		784	A	(10)	39,985	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 2/28/2021 vested 2/27/2026

4. Shares surrendered to satisfy tax liability on restricted stock issued 2/28/2022 vested 2/27/2026

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

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

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

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

9. 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.

10. 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/ Jeffrey A Gall	03/02/2026
	** 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 insider transactions did Oak Valley Bancorp (OVLY) CFO Jeffrey Gall report?

Jeffrey Gall reported multiple equity-related transactions in Oak Valley Bancorp common stock. These included share surrenders to cover tax liabilities on vesting restricted stock, a new restricted stock grant, and an adjustment for 401(k) plan purchases and profit-sharing contributions recorded at year-end 2025.

How many Oak Valley Bancorp shares were granted to CFO Jeffrey Gall?

Jeffrey Gall received a grant of 784 shares of restricted stock of Oak Valley Bancorp common stock. The award was made pursuant to the company’s Stock Incentive Plan and is subject to vesting conditions, transfer restrictions, and potential forfeiture until those vesting requirements are met.

What is the vesting schedule for Jeffrey Gall’s new restricted stock in OVLY?

The 784 restricted shares granted to Jeffrey Gall vest in five equal installments. Twenty percent vests annually on February 28 of 2027, 2028, 2029, 2030, and 2031. Until each vesting date, the shares remain subject to transfer restrictions and forfeiture provisions.

Were Jeffrey Gall’s Oak Valley Bancorp share dispositions open-market sales?

The dispositions reported are tax-withholding surrenders, not open-market sales. Shares were surrendered under transaction code F to satisfy tax liabilities arising from restricted stock grants that vested on February 27, 2026, originally issued between February 28, 2021 and February 28, 2025.

What does the 1,182-share adjustment in OVLY stock represent for Jeffrey Gall?

The 1,182-share adjustment reflects shares acquired through the company’s 401(k) plan. According to the filing footnotes, purchases occurred under a 10b5‑1 purchase plan and through the 401(k) profit-sharing plan during 2025, with the consolidated adjustment recorded as of December 31, 2025.

How did prior OVLY restricted stock grants affect Jeffrey Gall’s tax share surrenders?

Gall surrendered shares to cover taxes on restricted stock originally issued on February 28 in 2021, 2022, 2023, 2024, and 2025. These awards vested on February 27, 2026, triggering tax obligations that were satisfied by delivering portions of the vested shares back to the company.