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

Rhea-AI Filing Summary

Oak Valley Bancorp executive Julie Dehart, EVP Retail Banking, reported several stock movements in Oak Valley Bancorp common stock. On February 27, 2026, she surrendered multiple small share blocks as tax-withholding dispositions tied to previously granted restricted stock that vested that day, and received a grant of 784 restricted shares under the company’s Stock Incentive Plan. A separate discretionary transaction on December 31, 2025 adjusted her holdings by 1,006 shares acquired through company 401(k) and profit-sharing plans.

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

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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^*

Dehart Julie

(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 Retail Banking

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)		1,006	A	(1)	22,006	D
Common Stock	02/27/2026		F		107	D	(3)	21,899	D
Common Stock	02/27/2026		F		89	D	(4)	21,810	D
Common Stock	02/27/2026		F		411	D	(5)	21,399	D
Common Stock	02/27/2026		F		103	D	(5)	21,296	D
Common Stock	02/27/2026		F		91	D	(6)	21,205	D
Common Stock	02/27/2026(7)		A(8)		784	A	(9)	21,989	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 2/28/2022 vested 2/27/2026

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

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

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

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

8. 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.

9. 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/ Julie DeHart	03/02/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Oak Valley Bancorp (OVLY) report for Julie Dehart?

Oak Valley Bancorp reported multiple insider stock transactions by EVP Retail Banking Julie Dehart. These included tax-withholding share surrenders linked to vesting restricted stock, a 784-share restricted stock award grant, and a 1,006-share discretionary adjustment from company 401(k) and profit-sharing plans.

Were the Oak Valley Bancorp (OVLY) insider share disposals open-market sales?

The reported insider share disposals were not open-market sales. They were coded as "F" transactions, meaning shares were surrendered to cover tax liabilities on vesting restricted stock awards issued between 2022 and 2025, according to the accompanying transaction descriptions and footnotes.

What stock award did Julie Dehart receive from Oak Valley Bancorp (OVLY)?

Julie Dehart received an award of 784 shares of Oak Valley Bancorp common stock as restricted stock under the company’s Stock Incentive Plan. Footnotes state these shares are subject to restrictions and forfeiture provisions that lapse as the restricted stock vests over time.

How will the newly granted restricted Oak Valley Bancorp (OVLY) shares vest?

The newly granted restricted shares are scheduled to vest in five equal annual installments. Vesting occurs at 20% per year on these dates: February 28, 2027; February 28, 2028; February 28, 2029; February 28, 2030; and February 28, 2031, according to the reported footnote.

What is the nature of the December 31, 2025 OVLY insider transaction for 1,006 shares?

The December 31, 2025 transaction for 1,006 shares is labeled a discretionary transaction under Rule 16b-3(f). Footnotes explain it reflects an adjustment for shares acquired through the company 401(k) plan and 2025 profit-sharing contributions, rather than a conventional market purchase or sale.

How many Oak Valley Bancorp (OVLY) shares does Julie Dehart hold after these transactions?

After the reported transactions, Julie Dehart’s direct ownership in Oak Valley Bancorp common stock is shown in the filing at various steps, with a final reported balance of 21,205 shares following the last tax-withholding disposition on February 27, 2026.