Form 8-K

8-K — Oak Valley Bancorp

Accession: 0001437749-26-013128

Filed: 2026-04-23

Period: 2026-04-22

CIK: 0001431567

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ovly20260422_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_949388.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

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ovly20260422_8k.htm

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0001431567

2026-04-22

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.

Date of Report: April 22, 2026

(Date of earliest event reported)

Oak Valley Bancorp

(Exact name of registrant as specified in its charter)

(State or other jurisdiction

of incorporation)

001-34142

(Commission File Number)

26-2326676

(IRS Employer

Identification Number)

125 N. Third Ave. Oakdale, CA

(Address of principal executive offices)

95361

(Zip Code)

(209) 848-2265

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if changed since last report)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

OVLY

The Nasdaq Stock Market, LLC

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 or Rule 12b-2 of the Securities Exchange Act of 1934. 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. ☐

Item 2.02. Results of Operations and Financial Condition

On April 22, 2026, Oak Valley Bancorp issued a press release, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference. The press release announced the Company’s operating results for the three-months ended March 31, 2026.

The information in this Item 2.02 in this Form 8-K and the Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure.

See “Item 2.02. Results of Operations and Financial Condition” which is incorporated by reference in this Item 7.01.

Item 9.01. Financial Statements and Exhibits

(a) Financial statements:

None

(b) Pro forma financial information:

None

(d) Exhibits

99.1

Press Release of Oak Valley Bancorp dated April 22, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 hereunto duly authorized.

Dated: April 23, 2026

OAK VALLEY BANCORP

By: /s/ Jeffrey A. Gall

Jeffrey A. Gall

Executive Vice President and Chief Financial Officer

(Principal Financial Officer and duly authorized signatory)

Exhibit Index

Exhibit No.

Description

99.1

Press Release of Oak Valley Bancorp dated April 22, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_949388.htm · Sequence: 2

ex_949388.htm

Exhibit 99.1

PRESS RELEASE

For Immediate Release

Date:

April 22, 2026

Contact:

Chris Courtney/Rick McCarty

Phone:

(209) 848-2265

www.ovcb.com

OAK VALLEY BANCORP REPORTS 1st QUARTER RESULTS

OAKDALE, CA – Oak Valley Bancorp (NASDAQ: OVLY) (the “Company”), the bank holding company for Oak Valley Community Bank and their Eastern Sierra Community Bank division, recently reported unaudited consolidated financial results for the first quarter of 2026. For the three months ended March 31, 2026, consolidated net income was $5,309,000, or $0.64 per diluted share (EPS). This compares to consolidated net income of $6,335,000, or $0.77 EPS, for the prior quarter and $5,297,000, or $0.64 EPS, for the same period a year ago.

The net income decrease compared to the prior period was primarily due to an increase in operating expenses and a decrease in net interest income. The net income increase compared to the prior year was due to an increase in net interest income driven by earning asset growth.

Net interest income for the three months ended March 31, 2026 was $18,824,000, compared to $19,457,000 in the prior quarter, and $17,807,000 in the same period a year ago. The decrease from the prior quarter is due to lower yields on cash balances, lower average earning assets, a slight increase in the interest rate paid on deposit accounts and two less days of interest accruals, while the year-over-year increase is due to growth in earning assets and loan yields. As a result, net interest margin for the three months ended March 31, 2026 was 4.12%, compared to 4.14% for the prior quarter and 4.09% for the same period last year.

Non-interest income was $1,952,000 for the quarter ended March 31, 2026, compared to $1,825,000 for the prior quarter and $1,613,000 for the same period last year. The increase compared to prior periods was mainly due to a special dividend of $181,000 received from the Federal Home Loan Bank.

Non-interest expense totaled $13,506,000 for the quarter ended March 31, 2026, compared to $12,262,000 in the previous quarter and $12,624,000 in the same quarter a year ago. The increase in non-interest expense corresponds primarily to staffing expenses and general operating costs related to servicing the growing loan and deposit portfolios.

Total assets were $2.01 billion at March 31, 2026, a decrease of $12.8 million and an increase of $85.9 million from December 31, 2025 and March 31, 2025, respectively. Gross loans were $1.15 billion at March 31, 2026, an increase of $3.5 million and $56.5 million over December 31, 2025 and March 31, 2025, respectively. The Company’s total deposits were $1.78 billion at March 31, 2026, a decrease of $12.0 million and an increase of $67.4 million from December 31, 2025 and March 31, 2025, respectively. Our liquidity position remains strong, as evidenced by $201.6 million in cash and cash equivalents balances at March 31, 2026.

“Our balance sheet remains strong and we continue to see stable performance across our core business lines,” stated Chris Courtney, CEO. “We remain committed to disciplined growth while maintaining a conservative approach to risk management.”

Non-performing assets (“NPA”) were $4.6 million, or 0.23% of total assets as of March 31, 2026 and December 31, 2025, compared to zero at March 31, 2025. The increase compared to the same period a year ago is due to one collateral-dependent loan that was placed on non-accrual status in December 2025. The company individually evaluated this loan and recognized a specific allowance for credit loss (“ACL”) reserve as part of its current expected credit loss (“CECL”) calculation. Management continues to monitor macro-economic conditions and other credit-related factors utilized for pooled loans within the CECL risk model. As a result of the model output, a provision for credit losses of $464,000 was recorded during the first quarter, as compared to $865,000 in the prior quarter, and zero in the same period of the prior year. The ACL as a percentage of gross loans increased to 1.13% at March 31, 2026, compared to 1.08% at December 31, 2025 and 1.05% at March 31, 2025. Management concluded that the ACL reserve relative to gross loans remains at acceptable levels, and credit quality remains stable.

Oak Valley Bancorp operates Oak Valley Community Bank & their Eastern Sierra Community Bank division, through which it offers a variety of loan and deposit products to individuals and small businesses. They currently operate through 19 conveniently located branches: Oakdale, Turlock, Stockton, Patterson, Ripon, Escalon, Manteca, Tracy, Sacramento, Roseville, Lodi, two branches in Sonora, three branches in Modesto, and three branches in the Eastern Sierra division which includes Bridgeport, Mammoth Lakes, and Bishop. For more information, call 1-866-844-7500 or visit www.ovcb.com.

This press release includes forward-looking statements about the corporation for which the corporation claims the protection of safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995.

Forward-looking statements are based on management's knowledge and belief as of today and include information concerning the corporation's possible or assumed future financial condition, and its results of operations and business. Forward-looking statements are subject to risks and uncertainties. A number of important factors could cause actual results to differ materially from those in the forward-looking statements. Those factors include fluctuations in interest rates, government policies and regulations (including monetary and fiscal policies), legislation, economic conditions, including increased energy costs in California, credit quality of borrowers, operational factors and competition in the geographic and business areas in which the company conducts its operations. All forward-looking statements included in this press release are based on information available at the time of the release, and the Company assumes no obligation to update any forward-looking statement.

###

Oak Valley Bancorp

Financial Highlights (unaudited)

Selected Quarterly Operating Data:

1st Quarter

4th Quarter

3rd Quarter

2nd Quarter

1st Quarter

($ in thousands, except per share)

2026

2025

Net interest income

18,824

19,457

19,197

18,154

17,807

Provision for (reversal of) credit losses

464

865

(60

)

Non-interest income

1,952

1,825

1,973

1,703

1,613

Non-interest expense

13,506

12,262

12,700

12,688

12,624

Net income before income taxes

6,806

8,155

8,530

7,169

6,796

Provision for income taxes

1,497

1,820

1,837

1,581

1,499

Net income

5,309

6,335

6,693

5,588

5,297

Earnings per common share - basic

0.64

0.77

0.81

0.68

0.64

Earnings per common share - diluted

0.64

0.76

0.81

0.67

0.64

Dividends paid per common share

0.375

0.300

Return on average common equity

10.23

12.32

14.30

12.21

11.58

Return on average assets

1.07

1.25

1.35

1.18

1.13

Net interest margin (1)

4.12

4.14

4.16

4.11

4.09

Efficiency ratio (2)

62.99

55.94

58.27

61.95

63.00

Capital - Period End

Book value per common share

24.50

24.79

23.63

22.17

21.89

Credit Quality - Period End

Nonperforming assets / total assets

0.23

0.00

Credit loss reserve / gross loans

1.13

1.08

1.03

1.05

Balance Sheet - Period End (in thousands)

Total assets

2,010,299

2,023,116

1,995,416

1,920,909

1,924,365

Gross loans

1,147,451

1,143,930

1,112,829

1,109,856

1,090,953

Nonperforming assets

4,574

4,587

Allowance for credit losses

12,910

12,381

11,420

11,430

11,448

Deposits

1,780,996

1,792,962

1,774,882

1,711,241

1,713,592

Common equity

206,154

207,975

198,280

185,805

183,520

Balance Sheet - Average (in thousands)

Average assets

2,006,175

2,013,766

1,961,374

1,903,741

1,903,585

Average earning assets

1,905,874

1,914,907

1,876,588

1,818,430

1,814,338

Average equity

210,562

203,994

185,638

183,612

185,592

Non-Financial Data

Full-time equivalent staff

244

238

237

231

225

Number of banking offices

Common Shares outstanding

Period end

8,413,458

8,388,221

8,390,621

8,382,062

Period average - basic

8,257,567

8,249,256

8,246,666

8,245,147

8,231,844

Period average - diluted

8,322,124

8,304,597

8,299,039

8,285,299

8,278,301

Market Ratios

Stock Price

32.43

30.06

28.17

27.24

24.96

Price/Earnings

12.44

9.87

8.75

10.02

9.56

Price/Book

1.32

1.21

1.19

1.23

1.14

(1)

This is a non-GAAP measure that is computed on a fully tax equivalent basis using a federal tax rate of 21%. The resulting adjustment to net interest income is $539 thousand, $509 thousand, $501 thousand, $498 thousand, and $497 thousand for the three-months ended March 31, 2026, December 31, 2025, September 30, 2025, June 30, 2025, and March 31, 2025, respectively.

(2)

This is a non-GAAP measure that is computed on a fully tax equivalent basis using a federal tax rate of 21%, and a federal/state combined tax rate of 29.56%. The resulting adjustment to pre-tax income is $666 thousand, $639 thousand, $626 thousand, $624 thousand, and $618 thousand for the three-months ended March 31, 2026, December 31, 2025, September 30, 2025, June 30, 2025, and March 31, 2025, respectively.

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