How do OVLY 401(k) and profit-sharing plans affect Rodrigues’s holdings?

Footnotes state certain shares were acquired through Oak Valley Bancorp’s 401(k) plan, under a Rule 10b5-1 purchase program, and adjusted for 2025 profit-sharing contributions. These retirement-plan-related acquisitions contribute to his overall direct common stock position reported in the Form 4.

Oak Valley EVP reports award, tax share disposals

Oak Valley Bancorp executive vice president and chief credit officer Michael J. Rodrigues reported several routine equity transactions in company common stock.

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Rhea-AI Filing Summary

Oak Valley Bancorp executive vice president and chief credit officer Michael J. Rodrigues reported several routine equity transactions in company common stock. On February 27, 2026, he surrendered multiple small share blocks to cover tax liabilities tied to previously issued restricted stock that vested on that date and received a 784-share restricted stock award under the stock incentive plan. A separate adjustment reflects shares acquired through the company 401(k) and profit-sharing plan, leaving him with direct ownership in the mid-76,000-share range.

Insider Trade Summary

8 transactions reported

Mixed 8 txns

Insider Rodrigues Michael J

Role EVP Chief Credit Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	119	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	107	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	88	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	409	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	103	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	90	$0.00	$0.00
Grant/Award	Common Stock	784	$0.00	$0.00
Discretionary	Common Stock	1,710	$0.00	$0.00

Holdings After Transaction: Common Stock — 76,432 shares (Direct)

Footnotes (10)

F1. Shares acquired through company 401k plan. Purchase transactions occur under 10b5-1 purchase plan with various dates and pricing.
F2. Adjustment to holdings for shares acquired through 401k profit sharing plan in 2025.
F3. Shares surrendered to satisfy tax liability on restricted stock issued 2/28/2021 vested 2/27/2026
F4. Shares surrendered to satisfy tax liability on restricted stock issued 2/28/2022 vested 2/27/2026
F5. Shares surrendered to satisfy tax liability on restricted stock issued 2/28/2023 vested 2/27/2026
F6. Shares surrendered to satisfy tax liability on restricted stock issued 2/28/2024 vested 2/27/2026
F7. Shares surrendered to satisfy tax liability on restricted stock issued 2/28/2025 vested 2/27/2026
F8. Award of restricted stock to executive employee pursuant to Stock Incentive Plan.
F9. 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.
F10. 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

FAQ

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What insider transactions did OVLY executive Michael J. Rodrigues report?

Michael J. Rodrigues reported multiple routine equity transactions, including tax-related share surrenders, a 784-share restricted stock award, and adjustments for shares acquired through Oak Valley Bancorp’s 401(k) and profit-sharing plans, all involving the company’s common stock on specified 2025 and 2026 dates.

Was the OVLY Form 4 for an open-market stock sale or purchase?

The Form 4 shows no open-market buys or sells. Dispositions were coded as tax-withholding events, where shares were surrendered to cover tax liabilities on vesting restricted stock, and the acquisition reflected a grant of restricted shares under a stock incentive plan, not a market purchase.

What restricted stock award did OVLY grant to Michael J. Rodrigues?

Michael J. Rodrigues received an award of 784 shares of restricted common stock under Oak Valley Bancorp’s stock incentive plan. Each unvested share is subject to transfer restrictions and forfeiture provisions that lapse upon vesting according to the schedule described in the accompanying footnotes.

Why did Michael J. Rodrigues surrender Oak Valley Bancorp shares for taxes?

He surrendered several small blocks of common stock to satisfy tax liabilities arising from restricted stock issued between 2021 and 2025 that vested on February 27, 2026. This tax-withholding method settles obligations without requiring separate cash payments at vesting.

What is the vesting schedule for the new OVLY restricted stock award?

Footnotes explain the restricted stock vests 20% annually on five dates: February 28, 2027, 2028, 2029, 2030, and 2031. Until vesting, each share remains subject to transfer restrictions and potential forfeiture provisions outlined in the stock incentive plan documentation.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 03/03/2026 - 12:50 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
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^*

Rodrigues Michael J

(Last)

(First)

(Middle)

125 NORTH THIRD AVENUE

(Street)

OAKDALE

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 Credit 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/31/2025⁽¹⁾		I⁽²⁾		1,710	A	⁽¹⁾	76,564	D
Common Stock	02/27/2026		F		119	D	⁽³⁾	76,445	D
Common Stock	02/27/2026		F		107	D	⁽⁴⁾	76,338	D
Common Stock	02/27/2026		F		88	D	⁽⁵⁾	76,250	D
Common Stock	02/27/2026		F		409	D	⁽⁶⁾	75,841	D
Common Stock	02/27/2026		F		103	D	⁽⁶⁾	75,738	D
Common Stock	02/27/2026		F		90	D	⁽⁷⁾	75,648	D
Common Stock	02/27/2026⁽⁸⁾		A⁽⁹⁾		784	A	⁽¹⁰⁾	76,432	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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/ Michael J Rodrigues	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