Form 4: Oak Valley Bancorp EVP Reports Stock Transactions
Insider Transaction Report
Oak Valley Bancorp's EVP Chief Credit Officer, Michael J Rodrigues, reported acquisitions through a 401k plan and a new restricted stock award, alongside dispositions for tax liabilities.
Summary
- Michael J Rodrigues, EVP Chief Credit Officer of Oak Valley Bancorp, reported changes in his beneficial ownership of common stock.
- Acquired 1,710 shares of common stock on December 31, 2025, through the company's 401k plan under a 10b5-1 purchase plan.
- Disposed of a total of 916 shares on February 27, 2026, to satisfy tax liabilities related to restricted stock awards that vested on the same date.
- Received an award of 784 restricted stock shares on February 27, 2026, under the company's Stock Incentive Plan.
- Following these transactions, beneficial ownership stands at 76,432 shares of common stock.
Sentiment
Score: 6
Explanation: StockSavvy.ai views this as a neutral-to-slightly positive filing. The executive's continued investment through a 401k and receipt of new restricted stock awards are positive for alignment, while tax-related dispositions are routine.
Positives
- Acquisition of 1,710 shares through the company's 401k plan, indicating continued investment by an executive.
- Award of 784 restricted stock shares to the executive, aligning management incentives with shareholder interests.
Negatives
- Disposition of 916 shares to cover tax liabilities on vested restricted stock, which is a common but reduces direct ownership.
Future Outlook
The newly awarded 784 restricted stock shares will vest 20% annually over five years, from February 28, 2027, to February 28, 2031, indicating a long-term incentive structure for the executive.
Industry Context
StockSavvy.ai notes that executive stock transactions, particularly those involving 401k plans and restricted stock awards, are standard practices in the banking industry for executive compensation and alignment of interests. The use of a 10b5-1 plan for 401k purchases demonstrates a pre-arranged trading strategy, common among executives to avoid accusations of insider trading.
Comparison to Industry Standards
- Executive compensation packages in regional banks often include a mix of base salary, cash bonuses, and equity awards like restricted stock units.
- The vesting schedule of 20% annually over five years for the restricted stock award is a common long-term incentive structure, comparable to practices seen at similar-sized financial institutions such as Western Alliance Bancorporation or Zions Bancorporation, which also utilize multi-year vesting schedules to retain key talent and align executive performance with shareholder value creation.
Related Party Transactions
- The transactions involve an executive and the company's stock incentive plan and 401k plan, which are standard related-party dealings for executive compensation.
Stakeholder Impact
- Shareholders: The award of restricted stock aligns the executive's long-term interests with shareholder value creation. The 401k purchases show continued executive confidence.
- Employees: The filing details executive compensation, which can set a precedent or reflect the company's overall compensation philosophy.
Next Steps
- The 784 restricted stock shares awarded on February 27, 2026, will vest annually at 20% increments on February 28, from 2027 through 2031.
Key Dates
| Date | Description |
|---|---|
| 2021-02-28 | Issue date of restricted stock, vested 2/27/2026, for which 119 shares were surrendered for tax. |
| 2022-02-28 | Issue date of restricted stock, vested 2/27/2026, for which 107 shares were surrendered for tax. |
| 2023-02-28 | Issue date of restricted stock, vested 2/27/2026, for which 88 shares were surrendered for tax. |
| 2024-02-28 | Issue date of restricted stock, vested 2/27/2026, for which 409 and 103 shares were surrendered for tax. |
| 2025-02-28 | Issue date of restricted stock, vested 2/27/2026, for which 90 shares were surrendered for tax. |
| 2025-12-31 | Date of acquisition of 1,710 common shares through company 401k plan. |
| 2026-02-27 | Date of disposition of shares to satisfy tax liability on vested restricted stock and award of new restricted stock. |
| 2026-03-02 | Signature date of the reporting person. |
| 2027-02-28 | First vesting date (20%) for the 784 restricted stock shares awarded on 2/27/2026. |
| 2028-02-28 | Second vesting date (20%) for the 784 restricted stock shares awarded on 2/27/2026. |
| 2029-02-28 | Third vesting date (20%) for the 784 restricted stock shares awarded on 2/27/2026. |
| 2030-02-28 | Fourth vesting date (20%) for the 784 restricted stock shares awarded on 2/27/2026. |
| 2031-02-28 | Fifth and final vesting date (20%) for the 784 restricted stock shares awarded on 2/27/2026. |
Recommendation
holdThis Form 4 filing details routine insider transactions for an executive, including stock acquisitions through a 401k plan, new restricted stock awards, and dispositions to cover tax liabilities. These transactions are standard components of executive compensation and personal investment strategies and do not provide new material information that would significantly alter the company's fundamental outlook or warrant a change in investment recommendation. Therefore, a "hold" recommendation is appropriate as the filing does not present a compelling reason to buy or sell based solely on this information.
Keywords
Oak Valley Bancorp, OVLY, Form 4, Insider Trading, Michael J Rodrigues, EVP Chief Credit Officer, Stock Transactions, Restricted Stock, 401k Plan, Executive Compensation, Beneficial Ownership
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