Form 4: Oak Valley Bancorp EVP Dehart Reports Share Transactions

Sentiment:

Insider Transaction Report 3 March 2026 12:46 PM

Oak Valley Bancorp's EVP of Retail Banking, Julie Dehart, reported a series of share acquisitions and dispositions, including restricted stock awards and shares surrendered for tax liabilities.

Summary

Julie Dehart, EVP Retail Banking at Oak Valley Bancorp, reported transactions involving the company's common stock.
On December 31, 2025, Dehart acquired 1,006 shares indirectly through the company's 401k plan, bringing her beneficial ownership to 22,006 shares.
On February 27, 2026, Dehart disposed of a total of 801 shares (107 + 89 + 411 + 103 + 91) to satisfy tax liabilities related to restricted stock that vested from awards issued between 2022 and 2025.
Also on February 27, 2026, Dehart was awarded 784 shares of restricted stock under the company's Stock Incentive Plan.
Following these transactions, Dehart's total beneficial ownership stands at 21,989 shares.
The newly awarded restricted stock will vest 20% annually from February 28, 2027, through February 28, 2031.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, reflecting routine executive compensation activities and ongoing insider investment through a 401k plan, without indicating any significant operational or strategic shifts.

Positives

Acquisition of 1,006 shares through the company's 401k plan, indicating continued investment in the company.
Award of 784 shares of restricted stock, demonstrating ongoing compensation and alignment with company performance.

Negatives

Disposition of 801 shares to cover tax liabilities on vested restricted stock, which reduces direct shareholding.

Future Outlook

The newly awarded restricted stock will vest 20% annually on February 28 from 2027 through 2031, indicating a long-term incentive structure for the executive.

Management Comments

"Shares acquired through company 401k plan. Purchase transactions occur under 10b5-1 purchase plan with various dates and pricing."
"Award of restricted stock to executive employee pursuant to Stock Incentive Plan."
"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."

Industry Context

StockSavvy.ai notes that executive compensation often includes restricted stock awards, which align management incentives with long-term shareholder value. The use of a 10b5-1 plan for 401k purchases is a common practice for insiders to manage stock transactions compliantly.

Comparison to Industry Standards

The use of restricted stock units (RSUs) as a component of executive compensation is a standard practice across the financial services industry, similar to how executives at regional banks like Western Alliance Bancorporation (WAL) or Zions Bancorporation (ZION) receive equity incentives.
The vesting schedule of 20% annually over five years is a common long-term incentive structure, comparable to those seen in many publicly traded companies to ensure executive retention and performance alignment.
The disposition of shares to cover tax liabilities upon vesting is a routine event for executives receiving equity compensation, consistent with practices observed at companies across various sectors.

Stakeholder Impact

Shareholders: The transactions represent routine executive compensation and insider investment, which generally aligns executive interests with shareholder value over the long term. The slight increase in overall beneficial ownership (from 21,205 to 21,989 after all transactions) indicates continued executive stake in the company.
Employees: The award of restricted stock to an executive reinforces the company's compensation structure, potentially signaling stability in executive incentives.

Next Steps

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

Key Dates

Date	Description
2022-02-28	Issue date of restricted stock, vested on 2/27/2026, for which 107 shares were surrendered for tax liability.
2023-02-28	Issue date of restricted stock, vested on 2/27/2026, for which 89 shares were surrendered for tax liability.
2024-02-28	Issue date of restricted stock, vested on 2/27/2026, for which 411 shares were surrendered for tax liability.
2025-02-28	Issue date of restricted stock, vested on 2/27/2026, for which 103 and 91 shares were surrendered for tax liability.
2025-12-31	Acquisition of 1,006 shares through company 401k plan.
2026-02-27	Date of disposition of 801 shares for tax liabilities and award of 784 restricted shares.
2026-03-02	Date the Form 4 was signed by Julie DeHart.
2027-02-28	First vesting date (20%) for the newly awarded restricted stock.
2028-02-28	Second vesting date (20%) for the newly awarded restricted stock.
2029-02-28	Third vesting date (20%) for the newly awarded restricted stock.
2030-02-28	Fourth vesting date (20%) for the newly awarded restricted stock.
2031-02-28	Fifth and final vesting date (20%) for the newly awarded restricted stock.

Recommendation

hold

The filing details routine insider transactions related to executive compensation and a 401k plan. There are no extraordinary acquisitions or dispositions that would suggest a strong buy or sell signal. The executive continues to hold a significant stake, and the new restricted stock award aligns long-term interests, supporting a 'hold' recommendation for existing investors.

Keywords

Oak Valley Bancorp, OVLY, Julie Dehart, insider trading, Form 4, SEC filing, restricted stock, 401k plan, executive compensation, share ownership

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