Oak Valley Bancorp (OVLY) EVP gets restricted stock, surrenders shares for tax

Rhea-AI Filing Summary

Oak Valley Bancorp executive Gary Stephens reported several routine share adjustments in company stock. On February 27, 2026, he surrendered multiple small amounts of Common Stock to cover tax liabilities on previously granted restricted stock that vested on that date, as indicated by the tax-withholding disposition code and related footnotes.

On the same day, he received a grant of 784 shares of restricted stock under the company’s Stock Incentive Plan, which will vest 20% annually on specified dates from February 28, 2027 through February 28, 2031. A prior December 31, 2025 adjustment reflects 1,387 shares acquired through the company’s 401(k) and profit-sharing plans under a Rule 10b5-1 purchase plan.

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
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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^*

Stephens Gary

(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 Commercial 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)		1,387	A	(1)	37,654	D
Common Stock	02/27/2026		F		120	D	(3)	37,534	D
Common Stock	02/27/2026		F		107	D	(4)	37,427	D
Common Stock	02/27/2026		F		89	D	(5)	37,338	D
Common Stock	02/27/2026		F		411	D	(6)	36,927	D
Common Stock	02/27/2026		F		103	D	(6)	36,824	D
Common Stock	02/27/2026		F		91	D	(7)	36,733	D
Common Stock	02/27/2026(8)		A(9)		784	A	(10)	37,517	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/ Gary Stephens	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Oak Valley Bancorp (OVLY) report for Gary Stephens?

Oak Valley Bancorp EVP Gary Stephens reported routine equity adjustments, including a grant of 784 restricted stock shares and several small share surrenders for tax withholding. He also recorded a 1,387-share adjustment from company 401(k) and profit-sharing plans.

Was the Oak Valley Bancorp (OVLY) insider activity a stock sale by Gary Stephens?

The filing shows tax-withholding dispositions, not open-market stock sales. Shares were surrendered to satisfy tax liabilities on vested restricted stock awards, a common administrative mechanism rather than a discretionary sale into the market.

What restricted stock award did Gary Stephens receive from Oak Valley Bancorp (OVLY)?

Gary Stephens received an award of 784 shares of restricted Common Stock under Oak Valley Bancorp’s Stock Incentive Plan. These shares are subject to transfer restrictions and forfeiture rights that lapse as they vest over a multi-year schedule.

How will the new Oak Valley Bancorp (OVLY) restricted stock for Gary Stephens vest?

The 784 restricted stock shares granted to Gary Stephens will vest 20% annually on five dates: February 28, 2027, 2028, 2029, 2030, and 2031. Unvested shares remain subject to disposition limits and potential forfeiture until each vesting date.

What does the 1,387-share adjustment in Oak Valley Bancorp (OVLY) stock represent?

The 1,387-share adjustment reflects holdings acquired through the company’s 401(k) profit-sharing plan in 2025. Purchases occur under a Rule 10b5-1 plan, with various dates and prices, and are reported as a discretionary transaction under applicable SEC rules.

Does Gary Stephens still hold Oak Valley Bancorp (OVLY) shares after these transactions?

Yes. After reporting tax-withholding surrenders, restricted stock grants, and 401(k) adjustments, Gary Stephens continues to hold Oak Valley Bancorp Common Stock directly. The Form 4 provides updated share counts following each reported transaction date.