Form 8-K

8-K — OHIO VALLEY BANC CORP

Accession: 0000894671-26-000065

Filed: 2026-10-27

Period: 2026-10-27

CIK: 0000894671

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Documents

8-K — ovbc-20261027.htm (Primary)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT FILING

8-K (Primary)

Filename: ovbc-20261027.htm · Sequence: 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

October 27, 2026

Date of Report (Date of earliest event reported)

OHIO VALLEY BANC CORP.

(Exact name of registrant as specified in its charter)

Ohio

(State or other jurisdiction of incorporation)

0-20914

31-1359191

(Commission File Number)

(IRS Employer Identification No.)

420 Third Avenue, P.O. Box 240

Gallipolis, Ohio

45631

(Zip Code)

(Address of principal executive offices)

Registrant's telephone number, including area code: (740) 446-2631

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Common shares, without par value

OVBC The NASDAQ Stock Market LLC

Section 2 – Financial Information

Item 2.02. Results of Operations and Financial Condition

GALLIPOLIS,

Ohio - Ohio Valley Banc Corp. [Nasdaq: OVBC] (the “Company”) reported

consolidated net income for the quarter ended September 30, 2026, of $3,295,000,

an increase of $265,000, or 8.7%, from the same period the prior year. Earnings

per share for the third quarter of 2026 were $.70 compared to $.64 for the

prior year third quarter. For the nine months ended September 30, 2026, net

income totaled $10,519,000, a decrease of $1,127,000, or 9.7%, from the same

period the prior year. Earnings per share were $2.23 for the first nine months

of 2026 versus $2.47 for the first nine months of 2025. Return on average

assets and return on average equity were .85% and 8.14%, respectively, for the

first nine months of 2026, compared to 1.03% and 9.95%, respectively, for the

same period in the prior year.

Ohio Valley Banc Corp. CEO, Larry Miller said, “Although our

year-to-date performance has not met our expectations, the primary driver has

been losses tied to a limited number of commercial credits. We remain

encouraged by the strength of our core business, including continued loan

growth and stable margins. As funding costs remain elevated, we are focused on

disciplined execution and are confident in our ability to work through these

challenges and create long-term value for our shareholders.”

For

the three months ended September 30, 2026, net interest income increased $1,271,000,

and for the nine months ended September 30, 2026, net interest income increased

$3,882,000 from the same respective periods last year. These increases were

related to the increase in average earning assets. For the three and nine

months ended September 30, 2026, average earning assets increased $131 million

and $143 million from the same periods last year, respectively, which was

primarily related to growth in average loan balances. For the nine months ended

September 30, 2026, average loans increased $140 million from the same period

last year, which occurred mostly within the targeted commercial lending

segments. The growth in average earning assets was funded primarily from

promotional offerings for certificates of deposit and new money market accounts

for individual and business customers. For the nine months ended September 30,

2026, the average balance of certificates of deposit and money market accounts

increased $125 million and $28 million, respectively, from the same period last

year.

For the third quarter of 2026, the net interest margin was 4.03%, a decrease from 4.05% for the third quarter of 2025. For the nine months ended September 30, 2026, the net interest margin was 3.99%, a decrease from 4.03% for the same period last year. The decrease in the net interest margin was related to the cost of funding sources increasing at a greater pace than the yield on earning assets. Comparing the first nine months of 2026 to the first nine months of 2025, the yield on earning assets improved in relation to the growth in higher yielding loans that now comprise a larger percentage of earning assets, along with the improvement in the yield on securities. During the second half of 2025, the Company sold $36.9 million in securities for which the yield on securities sold was 1.35% and the proceeds were reinvested into securities yielding 4.52%, which has benefited interest income in 2026. Included in the yield on earning assets for the first nine months of 2025 was the recognition of a market discount on purchased loans totaling $817,000, which was not replicated during the same period in 2026. For the first nine months of 2026 versus the first nine months of 2025, the cost of funding sources increased as the composition of funding sources shifted to higher cost deposit sources, such as, certificates of deposit and money market accounts that were offered pursuant to certain promotional offerings mentioned above. These promotional deposit offerings were utilized to fund loan growth and to maintain an appropriate liquidity position. Although the net interest margin contracted, the additional growth in earning assets more than offset the decrease.

For the three months ended September 30, 2026, the provision for credit

loss expense totaled $2,825,000, an increase of $1,713,000 from the same period

last year. The quarterly provision for credit loss expense was primarily the

result of quarter-to-date net charge-offs of $6,357,000, of which $3,284,000

was the conversion of a specific allocation on a collateral dependent loan to

an automobile dealership to charge-off status and $2,818,000 was related to

recording a foreclosed commercial real estate asset at fair value. This

increase in reserves was partially offset by a decrease in modeled loss rates,

primarily in relation to the improvement in both unemployment and GDP projections.

For the nine months ended September

30, 2026, the provision for credit losses was $8,202,000, an increase of $5,526,000

from the same period last year. The year-to-date provision for credit loss

expense was primarily the result of year-to-date net charge-offs of $6,783,000,

the specific allocation of $3,278,000 on a collateral dependent loan to

construct a hotel, and additional reserves required for the $52 million year-to-date

increase in loan balances. Partially offsetting these increases were lower

reserves due to a decrease in certain qualitative risk factors related to

improved trends surrounding delinquency and net charge-offs for select

portfolios, along with the reduced exposure of borrowers servicing debt as

their loans adjust to a market rate. In addition, the modeled loss rates decreased

in relation to the improvement in both unemployment and GDP projections since

December 31, 2025. The ratio of nonperforming loans to total loans was 1.09% at

September 30, 2026, compared to 1.40% at December 31, 2025, and .42% at September

30, 2025. The allowance for credit losses was 1.05% of total loans at September

30, 2026, compared to .96% at December 31, 2025, and 1.01% at September 30, 2025.

The increase in the ratio of allowance for credit losses to total loans was primarily

related to the specific allocation established on the commercial real estate loan

for the construction of a hotel.

For the three and nine months ended September 30, 2026,

noninterest income increased $1,339,000 and $1,319,000, respectively, from the

same periods last year. The quarterly increase in noninterest income was

largely due to the $1,219,000 decrease in loss on sale of debt securities

during 2025. In the third quarter of 2025, the Company sold $11.0 million in

securities that were yielding 1.32% at a loss of $1,219,000. The proceeds were

reinvested into securities yielding 4.37%. For the nine months ended September

30, 2026, a gain on equity securities of $395,000 was recorded in relation to recording

its Visa Class C common stock at fair value based on the conversion privilege

of the Visa Class C common stock and the price of Visa Class A common stock.

During the second quarter of 2026, the Company participated in an exchange

offer initiated by Visa Inc., where 954 Visa Class B-1 shares were tendered by

the Company in exchange for a mix of Visa Class B-3 and Class C common stock. Also

contributing to higher noninterest income was interchange income earned on

debit and credit cards, which increased $29,000 and $185,000 during the three

and nine months ended September 30, 2026, compared to the same periods from 2025,

respectively. Lastly, during the nine months ended September 30, 2026, income

from bank owned life insurance increased $146,000 due to the receipt of life

insurance proceeds, and electronic refund check and deposit fees decreased $676,000

due to the expiration of a tax processing agreement with a third party when

compared to the same period in 2025.

For the three months ended September 30, 2026, noninterest

expense totaled $12,093,000, an increase of $604,000 from the same period last

year. For the nine months ended September 30, 2026, noninterest expense totaled

$34,639,000, an increase of $1,283,000, or 3.8%, from the same period last

year. The Company’s largest noninterest expense, salaries and employee

benefits, increased $292,000 as compared to the third quarter of 2025, and increased

$986,000 as compared to the first nine months of 2025. The increases were

primarily related to annual merit increases and to health insurance premiums. Further

contributing to higher noninterest expense was software expense, which for the

three and nine months ended September 30, 2026, increased $133,000 and $339,000,

respectively, from the same periods last year. The increase was primarily

related to an investment in software to enhance internal processes. In

addition, FDIC insurance expense increased $87,000 and $222,000, respectively,

for the three and nine months ended September 30, 2026, compared to the same

periods last year. The increase was related to a higher assessment base due to

growth in assets and to an increase in the assessment rate in relation to

higher nonperforming loans. Partially offsetting these increases was a decrease

in data processing expense of $61,000 during the third quarter of 2026, and $680,000

during the first nine months of 2026, compared to the same periods from 2025. The

year-to-date decrease was primarily related to the recovery of $544,000 from a

vendor for a billing error for services provided over a specific time period.

The Company’s total assets at September 30, 2026 were $1.655

billion, an increase of $73 million, or 4.6%, from December 31, 2025. The

increase in assets was primarily the result of a $52 million increase in total

loans and a $25 million increase in balances maintained at the Federal Reserve.

At September 30, 2026, total deposits increased $84 million from year end 2025,

which occurred primarily within time deposits and money market accounts. At September

30, 2026, shareholders’ equity decreased $.5 million from year end 2025. This

was primarily from year-to-date net income of $10.5 million, offset by cash

dividends paid of $3.4 million and a decrease in accumulated other

comprehensive income of $7.5 million. Based on the increase in market interest

rates during 2026, the fair value of securities classified as

available-for-sale decreased, which contributed to the decrease in accumulated

other comprehensive income.

Ohio Valley Banc Corp. common stock is traded on the NASDAQ

Global Market under the symbol OVBC. The holding company owns The Ohio Valley

Bank Company with 19 offices in Ohio and West Virginia, and Loan Central, Inc.

with six consumer finance offices in Ohio. Learn more about Ohio Valley Banc

Corp. at www.ovbc.com.

Caution Regarding

Forward-Looking Information

Certain statements contained in this earnings release

that are not statements of historical fact constitute forward-looking

statements within the meaning of the Private Securities Litigation Reform Act

of 1995. Words such as “believes,” “anticipates,” “expects,” “appears,”

“intends,” “targeted” and similar expressions are intended to identify

forward-looking statements but are not the exclusive means of identifying those

statements. Forward-looking statements involve risks and uncertainties. Actual

results may differ materially from those predicted by the forward-looking

statements because of various factors and possible events, including: (i) changes

in political, economic or other factors, such as inflation rates, recessionary

or expansive trends, taxes, the effects of implementation of federal

legislation with respect to taxes, tariffs and government spending and the

continuing economic uncertainty in various parts of the world; (ii) competitive

pressures; (iii) fluctuations in

interest rates; (iv) the level of defaults and prepayment on loans made by the

Company; (v) unanticipated litigation, claims, or assessments; (vi)

fluctuations in the cost of obtaining funds to make loans; (vii) regulatory

changes; and (viii) other factors that may be described in the Company’s Annual

Reports on Form 10-K and Quarterly Reports on Form 10-Q as filed with the

Securities and Exchange Commission from time to time. Forward-looking

statements speak only as of the date on which they are made, and the Company

undertakes no obligation to update any forward-looking statement to reflect

events or circumstances after the date on which the statement is made to

reflect unanticipated events.

OHIO VALLEY BANC CORP - Financial Highlights (Unaudited)

Three months ended

Nine months ended

September 30,

September, 30

2026

2025

2026

2025

PER SHARE DATA

Earnings per share

0.70

0.64

2.23

2.47

Dividends per share

0.25

0.23

0.73

0.68

Book value per share

36.04

34.90

36.04

34.90

Dividend payout ratio (a)

35.74

35.76

32.69

27.51

Weighted average shares outstanding

4,711,001

DIVIDEND REINVESTMENT (in 000's)

Dividends reinvested under

employee stock ownership plan (b)

206

195

Dividends reinvested under

dividend reinvestment plan (c)

326

327

970

1,039

PERFORMANCE RATIOS

Return on average equity

7.50

7.44

8.14

9.95

Return on average assets

0.79

0.78

0.85

1.03

Net interest margin (d)

4.30

4.05

3.99

4.03

Efficiency ratio (e)

63.35

69.70

61.73

65.52

Average earning assets (in 000's)

1,574,471

1,443,534

1,559,916

1,416,815

(a) Total dividends paid as a percentage of net income.

(b) Shares may be purchased from OVBC and on secondary market.

(d) Fully tax-equivalent net interest income as a percentage of average earning assets.

(e) Noninterest expense as a percentage of fully tax-equivalent net interest income plus noninterest income.

OHIO VALLEY BANC CORP - Consolidated Statements of Income (Unaudited)

Three months ended

Nine months ended

(in $000's)

September 30,

2026

2025

2026

2025

Interest income:

Interest and fees on loans

20,471

18,659

59,873

53,338

Interest and dividends on securities

2,608

2,325

7,611

7,020

Interest on interest-bearing deposits with banks

735

563

2,283

2,028

Total interest income

23,814

21,547

69,767

62,386

Interest expense:

Deposits

7,467

6,442

22,031

18,563

Borrowings

479

508

1,582

1,551

Total interest expense

7,946

6,950

23,613

20,114

Net interest income

15,868

14,597

46,154

42,272

Provision for (recovery of) credit losses

2,825

1,112

8,202

2,676

Noninterest income:

Service charges on deposit accounts

848

823

2,367

2,266

Trust fees

269

287

Income from bank owned life insurance and

annuity assets

245

236

865

719

Mortgage banking income

113

122

Electronic refund check/deposit fees

676

Debit / credit card interchange income

1,446

1,417

4,030

3,845

Loss on sale of debt securities

(1,219

)

(1,219

)

Unrealized gains on equity securities

395

Tax preparation fees

653

637

Other

401

358

869

909

Total noninterest income

3,087

1,748

9,561

8,242

Noninterest expense:

Salaries and employee benefits

6,659

6,367

19,559

18,573

Occupancy

622

521

1,687

1,535

Furniture and equipment

331

346

987

1,034

Professional fees

501

515

1,440

1,515

Marketing expense

317

280

902

838

FDIC insurance

266

179

748

526

Data processing

873

934

2,148

2,828

Software

724

591

2,058

1,719

Other

1,800

1,756

5,110

4,788

Total noninterest expense

12,093

11,489

34,639

33,356

Income before income taxes

4,037

3,744

12,874

14,482

Income taxes

742

714

2,355

2,836

NET INCOME

3,295

3,030

10,519

11,646

OHIO VALLEY BANC CORP - Consolidated Balance Sheets (Unaudited)

(in $000's, except share data)

September 30,

December 31,

2026

2025

ASSETS

Cash and noninterest-bearing deposits with banks

14,687

14,845

Interest-bearing deposits with banks

55,348

31,052

Total cash and cash equivalents

70,035

45,897

Debt securities available for sale

245,733

253,906

Debt securities held to maturity, net of allowance for credit losses of $1 in 2026 and 2025

5,388

5,452

Equity securities

394

Restricted investments in bank stocks

5,147

5,258

Total loans

1,247,856

1,196,018

Less: Allowance for credit losses

(13,096

)

(11,519

)

Net loans

1,234,760

1,184,499

Premises and equipment, net

21,359

20,509

Premises and equipment held for sale, net

400

Accrued interest receivable

5,664

5,476

Goodwill

7,319

Bank owned life insurance and annuity assets

43,148

43,305

Operating lease right-of-use asset, net

1,345

923

Deferred tax assets

8,755

5,621

Other assets

6,304

4,089

Total assets

1,655,351

1,582,654

LIABILITIES

Noninterest-bearing deposits

311,960

314,131

Interest-bearing deposits

1,101,555

1,015,536

Total deposits

1,413,515

1,329,667

Other borrowed funds

31,524

44,848

Subordinated debentures

8,500

Operating lease liability

1,345

923

Allowance for credit losses on off-balance sheet commitments

713

871

Other liabilities

29,953

27,588

Total liabilities

1,485,550

1,412,397

SHAREHOLDERS' EQUITY

Common stock ($1.00 stated value per share, 10,000,000 shares authorized;

5,490,995 shares issued)

5,491

Additional paid-in capital

52,321

Retained earnings

140,087

133,007

Accumulated other comprehensive income (loss)

(9,405

)

(1,869

)

Treasury stock, at cost (779,994 shares)

(18,693

)

(18,693

)

Total shareholders' equity

169,801

170,257

Total liabilities and shareholders' equity

1,655,351

1,582,654

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

OHIO VALLEY BANC CORP.

Date: October 27, 2026

By:

/s/Larry E. Miller, II

Larry E. Miller, II

Chief Executive Officer

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Document And Entity Information

Oct. 27, 2026

Document Information Line Items

Entity Central Index Key

0000894671

Document Type

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Document Period End Date

Oct. 27, 2026

Entity Registrant Name

OHIO VALLEY BANC CORP

Entity Incorporation, State or Country Code

Entity File Number

0-20914

Entity Tax Identification Number

31-1359191

Entity Address, Address Line One

420 Third Avenue

Entity Address, Address Line Two

P.O. Box 240

Entity Address, City or Town

Gallipolis

Entity Address, State or Province

Entity Address, Postal Zip Code

45631

City Area Code

740

Local Phone Number

446-2631

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Trading Symbol

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Security Exchange Name

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

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Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

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dei_WrittenCommunications

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