Form 4: Oak Valley Bancorp EVP Booke Reports Stock Changes

Oak Valley Bancorp's EVP Chief Risk Officer, Kimberly D. Booke, reported recent changes in her beneficial ownership of company common stock, including acquisitions through a 401k plan and restricted stock awards, alongside tax-related dispositions.

Summary

• Kimberly D. Booke, EVP Chief Risk Officer of Oak Valley Bancorp, reported changes in her beneficial ownership of common stock.
• On December 31, 2025, 967 shares were acquired indirectly through the company's 401k plan, increasing her beneficial ownership to 18,821 shares. These purchases occur under a 10b5-1 plan.
• On February 27, 2026, 411 shares were surrendered to satisfy tax liability related to restricted stock issued on February 28, 2024, which vested on February 27, 2026.
• Also on February 27, 2026, an additional 91 shares were surrendered for tax liability on restricted stock issued on February 28, 2025, also vested on February 27, 2026.
• On February 27, 2026, 784 shares of restricted stock were awarded to Ms. Booke under the Stock Incentive Plan, bringing her total beneficial ownership to 19,103 shares.
• The newly awarded restricted stock will vest 20% annually on February 28, 2027, 2028, 2029, 2030, and 2031.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a routine insider filing that reflects standard executive compensation practices and ongoing executive investment through a 401k plan, with a slight positive tilt due to the new restricted stock award aligning executive interests with long-term company performance.

Positives

• Acquisition of 967 shares through the company 401k plan, indicating continued investment by an executive.
• Award of 784 shares of restricted stock, aligning executive incentives with long-term shareholder value.
• Transactions made pursuant to a Rule 10b5-1 plan, demonstrating pre-planned and transparent trading.

Negatives

• Disposition of 502 shares (411 + 91) to cover tax liabilities on vested restricted stock, which is a common practice but reduces direct shareholding.

Future Outlook

The newly awarded restricted stock to Kimberly D. Booke will vest 20% annually over five years, from February 28, 2027, through February 28, 2031, indicating a long-term incentive structure for executive retention and performance.

Industry Context

StockSavvy.ai notes that the use of restricted stock awards with multi-year vesting schedules is a standard practice in the banking industry to align executive compensation with long-term company performance and shareholder interests, promoting executive retention and stability. The 10b5-1 plan for 401k purchases also reflects a commitment to transparent and pre-planned insider transactions, a common best practice in corporate governance.

Comparison to Industry Standards

• StockSavvy.ai observes that the structure of executive compensation, particularly the use of restricted stock awards with a five-year vesting schedule, is consistent with common practices among regional banks and financial institutions.
• Similar long-term incentive plans are seen at peers like Western Alliance Bancorporation (WAL) or Zions Bancorporation (ZION), where executive equity awards often vest over 3-5 years to ensure sustained performance alignment.
• The use of a 401k plan for share acquisition is also a standard benefit, and the disposition of shares for tax liabilities upon vesting is a routine, non-discretionary event for executives across the industry.

Corporate Governance

Stakeholder Impact

• Shareholders: The new restricted stock award aligns executive interests with long-term shareholder value. The 10b5-1 plan for 401k purchases indicates transparent, pre-planned insider investment.
• Employees: The filing details executive compensation, which can influence overall compensation philosophy within the company.

Next Steps

• Continued vesting of 784 restricted stock shares annually at 20% on February 28, from 2027 to 2031.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions, including executive compensation awards and tax-related dispositions, alongside ongoing investment through a 401k plan. While the new restricted stock award aligns executive interests with long-term performance, these are standard operational events and do not provide new fundamental information to warrant a change in investment thesis. Therefore, a 'hold' recommendation is appropriate, maintaining current positions based on broader company fundamentals rather than these specific insider transactions.

Keywords

Oak Valley Bancorp, OVLY, Kimberly D Booke, SEC Form 4, Insider Trading, Beneficial Ownership, Restricted Stock, Stock Incentive Plan, 401k Plan, Executive Compensation, Corporate Governance