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Restricted stock grant and tax-share surrenders at Oak Valley Bancorp (OVLY)

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

Rhea-AI Filing Summary

Oak Valley Bancorp President & COO Richard A. McCarty reported several equity-related transactions in company common stock. On February 27, 2026, he received a grant of 4,070 shares of restricted stock under the company’s Stock Incentive Plan. The award vests 20% annually on February 28 of 2027, 2028, 2029, 2030, and 2031, and unvested shares are subject to transfer restrictions and potential forfeiture until vesting.

On the same date, multiple Form 4 entries coded "F" show shares surrendered to cover tax liabilities as earlier restricted stock grants from 2021 through 2025 vested. An additional entry reflects an adjustment for 1,428 shares acquired through a 401(k) profit sharing plan in 2025. After these transactions, McCarty directly held 60,932 shares of Oak Valley Bancorp common stock.

Positive

  • None.

Negative

  • None.
Insider McCarty Richard A.
Role President & COO
Type Security Shares Price Value
Tax Withholding Common Stock 213 $0.00 --
Tax Withholding Common Stock 215 $0.00 --
Tax Withholding Common Stock 190 $0.00 --
Tax Withholding Common Stock 246 $0.00 --
Tax Withholding Common Stock 417 $0.00 --
Grant/Award Common Stock 4,070 $0.00 --
I Common Stock 1,428 $0.00 --
Holdings After Transaction: Common Stock — 57,930 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 2/28/2021 vested 2/27/2026 Shares surrendered to satisfy tax liability on restricted stock issued 2/28/2022 vested 2/27/2026 Shares surrendered to satisfy tax liability on restricted stock issued 2/28/2023 vested 2/27/2026 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*
McCarty Richard 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)
President & COO
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) 1,428 A (1) 58,143 D
Common Stock 02/27/2026 F 213 D (3) 57,930 D
Common Stock 02/27/2026 F 215 D (4) 57,715 D
Common Stock 02/27/2026 F 190 D (5) 57,525 D
Common Stock 02/27/2026 F 246 D (6) 57,279 D
Common Stock 02/27/2026 F 417 D (7) 56,862 D
Common Stock 02/27/2026(8) A(9) 4,070 A (10) 60,932 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/ Richard A McCarty 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 transactions did Oak Valley Bancorp (OVLY) report for Richard A. McCarty?

Oak Valley Bancorp’s President & COO Richard A. McCarty reported a restricted stock grant, several tax-withholding share surrenders tied to vesting awards, and an adjustment for shares acquired through the company’s 401(k) profit sharing plan, all involving the company’s common stock.

How many restricted shares did OVLY’s President & COO receive in the latest award?

Richard A. McCarty received an award of 4,070 shares of restricted stock. The grant was made under Oak Valley Bancorp’s Stock Incentive Plan and is subject to vesting, transfer restrictions, and potential forfeiture conditions until the vesting dates are satisfied.

What is the vesting schedule for Richard McCarty’s new restricted stock at Oak Valley Bancorp (OVLY)?

The 4,070-share restricted stock award will vest 20% annually on five dates: February 28, 2027, 2028, 2029, 2030, and 2031. Until vesting, each unvested share remains subject to restrictions on disposition and specified forfeiture provisions under the incentive plan.

Why did Oak Valley Bancorp’s COO surrender shares in multiple Form 4 transactions?

Several Form 4 entries coded "F" show McCarty surrendered shares to satisfy tax liabilities arising from restricted stock that vested. These relate to awards originally issued between February 28, 2021 and February 28, 2025, with vesting occurring on February 27, 2026, triggering associated tax obligations.

How are Richard McCarty’s 401(k) holdings reflected in the Oak Valley Bancorp (OVLY) Form 4?

One transaction adjusts his reported holdings for 1,428 shares acquired through Oak Valley Bancorp’s 401(k) profit sharing plan during 2025. Footnotes explain that 401(k) purchase activity occurs under a Rule 10b5-1 purchase plan with various transaction dates and pricing over time.

How many Oak Valley Bancorp shares does Richard McCarty own after the reported transactions?

Following the reported grant, tax-withholding surrenders, and 401(k)-related adjustment, Richard A. McCarty directly held 60,932 shares of Oak Valley Bancorp common stock. This share count is reported as his direct ownership after the restricted stock award transaction dated February 27, 2026.