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

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Oak Valley Bancorp executive Kimberly D. Booke, EVP Chief Risk Officer, reported several common stock transactions. On February 27, 2026, she received a grant of 784 restricted shares at $0.00 per share, increasing her direct holdings to 19,103 shares. Footnotes describe this as an award under the company Stock Incentive Plan, with restrictions and forfeiture provisions that lapse as the shares vest 20% annually from February 28, 2027 through February 28, 2031.

That same day, she surrendered 411 shares and 91 shares of common stock, both coded as tax-withholding dispositions to satisfy tax liabilities on restricted stock vesting, leaving direct holdings of 18,410 and then 18,319 shares after each step. On December 31, 2025, a separate discretionary transaction of 967 shares adjusted her direct holdings to 18,821 shares, linked in the footnotes to shares acquired through a 401(k) profit sharing plan.

Positive

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Negative

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Insider Booke Kimberly D
Role EVP Chief Risk Officer
Type Security Shares Price Value
Tax Withholding Common Stock 411 $0.00 --
Tax Withholding Common Stock 91 $0.00 --
Grant/Award Common Stock 784 $0.00 --
I Common Stock 967 $0.00 --
Holdings After Transaction: Common Stock — 18,410 shares (Direct)
Footnotes (1)
  1. Shares acquired through company 401k plan. Purchase transactions occur under 10b5-1 purchase plan with various dates and pricing. Adjustment to holdings for shares acquired through 401k profit sharing plan in 2025. Shares surrendered to satisfy tax liability on restricted stock issued 2/28/2024 vested 2/27/2026 Shares surrendered to satisfy tax liability on restricted stock issued 2/28/2025 vested 2/27/2026 Award of restricted stock to executive employee pursuant to Stock Incentive Plan. 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. 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
Form 4 Insider Transactions: What Each Field Means →
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*
Booke Kimberly D
(Last) (First) (Middle)
125 NORTH 3RD 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 Risk 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) 967 A (1) 18,821 D
Common Stock 02/27/2026 F 411 D (3) 18,410 D
Common Stock 02/27/2026 F 91 D (4) 18,319 D
Common Stock 02/27/2026(5) A(6) 784 A (7) 19,103 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 2/28/2024 vested 2/27/2026
4. Shares surrendered to satisfy tax liability on restricted stock issued 2/28/2025 vested 2/27/2026
5. Award of restricted stock to executive employee pursuant to Stock Incentive Plan.
6. 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.
7. 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/ Kimberly D Booke 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider stock transactions did Oak Valley Bancorp (OVLY) executive Kimberly Booke report?

Kimberly D. Booke reported a restricted stock grant, tax-withholding dispositions, and a discretionary adjustment. She received 784 restricted shares, surrendered 411 and 91 shares for taxes, and recorded a 967-share discretionary transaction tied to 401(k) profit sharing plan holdings and adjustments.

How many Oak Valley Bancorp (OVLY) shares does Kimberly Booke hold after these Form 4 transactions?

After the reported transactions, Kimberly D. Booke directly holds 19,103 Oak Valley Bancorp common shares. This figure reflects the 784-share restricted stock award, the 411- and 91-share tax-withholding surrenders, and the earlier 967-share discretionary adjustment to her 2025 401(k) profit sharing-related holdings.

What was the nature of the 784-share grant reported by OVLY executive Kimberly Booke?

The 784-share transaction is a grant of restricted common stock under Oak Valley Bancorp’s Stock Incentive Plan. The award vests 20% annually on February 28 from 2027 through 2031, with restrictions on disposition and forfeiture rights that lapse as each portion vests over time.

Why did Kimberly Booke surrender 411 and 91 OVLY shares on February 27, 2026?

The 411- and 91-share transactions are coded as tax-withholding dispositions. Footnotes state these shares were surrendered to satisfy tax liabilities on restricted stock issued in 2024 and 2025 that vested on February 27, 2026, rather than open-market sales for investment purposes.

What does the 967-share discretionary transaction mean in Kimberly Booke’s OVLY Form 4?

The 967-share entry is a discretionary transaction under Rule 16b-3(f) dated December 31, 2025. A footnote explains it as an adjustment to holdings for shares acquired through Oak Valley Bancorp’s 401(k) profit sharing plan in 2025, affecting her recorded direct ownership balance.

Are Kimberly Booke’s OVLY Form 4 transactions open-market buys or sells?

The reported transactions are not open-market trades. They include a restricted stock grant at $0.00 per share, tax-withholding dispositions of 411 and 91 shares to cover tax liabilities on vesting awards, and a discretionary adjustment related to 401(k) profit sharing plan shares acquired in 2025.