Form 4: Oak Valley Bancorp EVP CIO Reports Share Transactions

Sentiment:

Insider Transaction Report 3 March 2026 12:52 PM

Russell E. Stahl, EVP Chief Information Officer of Oak Valley Bancorp, reported acquisitions of common stock through a 401k plan and a restricted stock award, alongside dispositions for tax liabilities.

Summary

Russell E. Stahl, EVP Chief Information Officer of Oak Valley Bancorp (OVLY), reported multiple transactions involving the company's common stock.
On December 31, 2025, Stahl acquired 1,263 shares of common stock through the company's 401k plan, executed under a Rule 10b5-1 purchase plan. Following this acquisition, beneficial ownership was 40,933 shares.
On February 27, 2026, Stahl disposed of a total of 921 shares of common stock to satisfy tax liabilities related to restricted stock awards that vested on the same date. These shares were originally issued between February 28, 2021, and February 28, 2025. After these dispositions, beneficial ownership was 40,012 shares.
Also on February 27, 2026, Stahl was awarded 784 shares of restricted stock under the company's Stock Incentive Plan.
Following all reported transactions, Stahl's beneficial ownership of common stock stands at 40,796 shares.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive filing, reflecting ongoing executive investment through a 401k and a new restricted stock award, which aligns management interests with long-term company performance, despite routine tax-related dispositions.

Positives

Acquisition of 1,263 shares of common stock through a company 401k plan on December 31, 2025, indicating continued investment.
Award of 784 shares of restricted stock on February 27, 2026, under the Stock Incentive Plan, aligning executive interests with shareholder value.

Negatives

Disposition of 921 shares of common stock on February 27, 2026, to cover tax liabilities associated with vested restricted stock, which reduces direct ownership.

Future Outlook

The newly awarded 784 shares of restricted stock will vest 20% annually on February 28th of 2027, 2028, 2029, 2030, and 2031.

Industry Context

StockSavvy.ai notes that routine insider transactions, such as those reported on Form 4, are common for executives and often reflect standard compensation practices and personal financial planning rather than significant shifts in company strategy or performance. The use of a 10b5-1 plan for 401k purchases indicates a pre-arranged trading plan.

Comparison to Industry Standards

The practice of executives receiving restricted stock awards as part of their compensation package is standard across the banking industry, aligning executive incentives with long-term shareholder value.
The disposition of shares to cover tax liabilities upon vesting of restricted stock is a common and expected event for executives receiving equity compensation, consistent with practices at peer institutions like Western Alliance Bancorporation (WAL) or Zions Bancorporation (ZION).
Participation in a 401k plan with equity purchases, potentially under a Rule 10b5-1 plan, is a typical benefit and investment strategy for executives in financial services, similar to those observed at regional banks.

Stakeholder Impact

Shareholders: The new restricted stock award aligns the EVP CIO's interests with long-term shareholder value. The 401k purchases also show continued executive investment in the company.
Employees: The filing reflects standard executive compensation practices, which can influence overall compensation philosophy within the company.

Next Steps

The newly awarded restricted stock will vest 20% annually on February 28th from 2027 through 2031.

Key Dates

Date	Description
2021-02-28	Original issuance date of restricted stock, 120 shares of which vested on 2/27/2026.
2022-02-28	Original issuance date of restricted stock, 107 shares of which vested on 2/27/2026.
2023-02-28	Original issuance date of restricted stock, 89 shares of which vested on 2/27/2026.
2024-02-28	Original issuance date of restricted stock, 411 and 103 shares of which vested on 2/27/2026.
2025-02-28	Original issuance date of restricted stock, 91 shares of which vested on 2/27/2026.
2025-12-31	Acquisition of 1,263 shares of common stock through company 401k plan.
2026-02-27	Disposition of 921 shares to satisfy tax liabilities on vested restricted stock and award of 784 shares of restricted stock.
2026-03-02	Date the Form 4 was signed by Russell E. Stahl.
2027-02-28	First 20% vesting date for the newly awarded restricted stock.
2028-02-28	Second 20% vesting date for the newly awarded restricted stock.
2029-02-28	Third 20% vesting date for the newly awarded restricted stock.
2030-02-28	Fourth 20% vesting date for the newly awarded restricted stock.
2031-02-28	Fifth and final 20% vesting date for the newly awarded restricted stock.

Recommendation

hold

This Form 4 filing details routine insider transactions for an executive, including acquisitions through a 401k plan and a restricted stock award, balanced by dispositions for tax liabilities. Such transactions are standard components of executive compensation and personal financial planning and typically do not signal a significant change in the company's fundamental outlook or warrant a strong buy/sell recommendation. The continued investment and new equity award are mildly positive for long-term alignment but do not provide new information to alter a 'hold' stance based solely on this filing.

Keywords

Oak Valley Bancorp, OVLY, Russell E. Stahl, Form 4, Insider Trading, Stock Transactions, Restricted Stock, 401k Plan, Executive Compensation, Beneficial Ownership

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