Oak Valley Bancorp (OVLY) exec surrenders shares to cover tax liability

Rhea-AI Filing Summary

Oak Valley Bancorp executive William D. Nunes reported administrative share movements, mainly related to taxes and retirement plans. On February 27, 2026, he disposed of 123 shares of common stock at $0.00 per share through a tax-withholding disposition tied to vested restricted stock, leaving 15,707 shares held directly.

A separate entry dated December 31, 2025 records a 400-share discretionary transaction under Rule 16b-3(f), linked in the footnotes to adjustments for shares acquired through the company 401(k) profit sharing plan in 2025. Footnotes note that 401(k) purchases occur under a 10b5-1 plan with various dates and prices.

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

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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^*

Nunes Wiiliam D

(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 Marketing 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)		400	A	(1)	15,830	D
Common Stock	02/27/2026		F		123	D	(3)	15,707	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 2/28/2025 vested 2/27/2026

	/s/ William D Nunes	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) report for William D. Nunes?

Oak Valley Bancorp reported two transactions for EVP William D. Nunes: a 123-share tax-withholding disposition on vested restricted stock and a 400-share discretionary adjustment related to the company 401(k) profit sharing plan in 2025, all in common stock held directly.

Was the Oak Valley Bancorp (OVLY) Form 4 transaction an open-market sale?

The Form 4 shows no open-market sale. The 123-share movement is a tax-withholding disposition on vested restricted stock, and the 400-share entry is a discretionary transaction tied to 401(k) profit sharing, rather than a traditional market purchase or sale.

How many Oak Valley Bancorp (OVLY) shares does William D. Nunes hold after these transactions?

After the reported transactions, William D. Nunes directly holds 15,707 shares of Oak Valley Bancorp common stock. This figure reflects the 123-share tax-withholding disposition and the prior 400-share discretionary adjustment associated with his 401(k) profit sharing plan holdings.

What is the purpose of the 123-share disposition reported for Oak Valley Bancorp (OVLY)?

The 123-share disposition was used to satisfy tax liability on restricted stock. Footnotes explain these shares were surrendered when restricted stock issued on February 28, 2025 vested on February 27, 2026, rather than being an open-market sale for investment reasons.

How are 401(k) plan shares described in the Oak Valley Bancorp (OVLY) Form 4?

Footnotes state that shares are acquired through the company 401(k) plan, with purchase transactions occurring under a 10b5-1 purchase plan on various dates and prices. A 2025 adjustment entry reflects profit sharing plan acquisitions rather than ordinary trading activity.