10-K: Oak Valley Bancorp Reports 2025 Net Income Decline

Sentiment:

Annual Report


Oak Valley Bancorp reported a decrease in net income for 2025 to $23.9 million, down from $24.9 million in 2024, primarily due to increased non-interest expenses and a credit loss provision.

Delay expectedThe implementation dates for Basel IV capital rules are no longer definitive, with a re-proposal expected by early 2026, delaying the final form and timing of these regulations.The new CRA regulations, which were mostly applicable beginning January 1, 2026, were enjoined by a federal court on March 29, 2024, and a proposed rule to rescind them and revert to older regulations was issued on July 16, 2025, creating uncertainty and delay in the regulatory framework.FinCEN's final rule addressing BOI requirements under the CTA, expected during 2025, has not yet been issued as of December 2025, and the Treasury Department announced it will not enforce penalties or fines associated with the BOI reporting rule under existing deadlines for U.S. entities.The SEC previously stayed the effectiveness of its new climate-related disclosure rules pending litigation, leaving it uncertain as to whether they will become effective.
Worse than expectedNet income decreased to $23.9 million in 2025 from $24.9 million in 2024.Diluted EPS decreased to $2.88 in 2025 from $3.02 in 2024.A provision for credit losses of $805,000 was recorded in 2025, compared to a reversal of $1,620,000 in 2024, indicating an increase in expected credit losses.The ratio of total non-performing loans to total loans increased to 0.40% in 2025 from 0.00% in 2024.Total noninterest expense increased by 9.3%, outpacing the 6.4% increase in total assets.

Summary

  • Net income decreased to $23.9 million ($2.88 diluted EPS) in 2025 from $24.9 million ($3.02 diluted EPS) in 2024.
  • Total assets increased 6.4% to $2.02 billion at year-end 2025 from $1.90 billion in 2024.
  • Total deposits increased 5.7% to $1.79 billion at year-end 2025 from $1.70 billion in 2024.
  • Total net loans increased 3.3% to $1.13 billion at year-end 2025 from $1.09 billion in 2024.
  • Net interest income increased 6.5% to $74.6 million in 2025 from $70.0 million in 2024, driven by earning asset growth.
  • A provision for credit losses of $805,000 was recorded in 2025, compared to a reversal of $1,620,000 in 2024.
  • The ratio of total non-performing loans to total loans was 0.40% in 2025, up from 0.00% in 2024, due to one non-owner occupied commercial real estate loan of $4.587 million.
  • Total noninterest income increased 8.5% to $7.11 million in 2025 from $6.56 million in 2024.
  • Total noninterest expense increased 9.3% to $50.3 million in 2025 from $46.0 million in 2024.
  • The effective income tax rate was 22.0% in 2025, down from 22.5% in 2024.
  • Cash dividends declared were $0.60 per share in 2025, up from $0.45 per share in 2024.
  • The allowance for credit losses increased to $12.381 million (1.08% of total loans) in 2025 from $11.460 million (1.04% of total loans) in 2024.
  • Net loan charge-offs of $65,000 were recorded in 2025, compared to net loan recoveries of $2,184,000 in 2024.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a mixed report with declining net income and increasing non-performing loans, offset by asset and deposit growth and strong capital ratios, indicating some operational headwinds despite a solid foundation.

Positives

  • Total assets, deposits, and net loans all showed growth in 2025, indicating continued business expansion.
  • Net interest income increased by 6.5% due to earning asset growth, contributing to core revenue.
  • Net interest spread and net interest margin improved in 2025, reflecting effective interest rate management.
  • The cost of funds on interest-bearing liabilities decreased to 1.16% in 2025 from 1.20% in 2024, indicating efficient funding.
  • The aggregate loan-to-value of the entire commercial real estate portfolio was 44.9% as of December 31, 2025, providing a strong cushion against potential reductions in real estate values.
  • The company maintained its qualification as a 'well capitalized' institution under regulatory frameworks, with capital ratios significantly exceeding minimum requirements.
  • The company received an 'Outstanding' CRA Assessment Rating in January 2023, demonstrating strong community reinvestment performance.
  • Management believes current unrestricted cash and cash equivalents, cash flows from operations, and borrowing capacity are sufficient to meet capital needs for at least the next 12 months.

Negatives

  • Net income decreased by $1.035 million (4.15%) in 2025 compared to 2024, indicating a decline in profitability.
  • Diluted EPS decreased to $2.88 in 2025 from $3.02 in 2024.
  • A provision for credit losses of $805,000 was recorded in 2025, contrasting with a reversal of $1,620,000 in 2024, signaling an increase in expected credit losses.
  • The ratio of total non-performing loans to total loans increased to 0.40% in 2025 from 0.00% in 2024, due to one non-owner occupied commercial real estate loan of $4.587 million.
  • Total noninterest expense increased by 9.3% to $50.3 million in 2025, outpacing the 6.4% increase in total assets.
  • Debit card transaction fee income decreased to $1.673 million in 2025 from $1.738 million in 2024.
  • The company has a net deferred tax asset of $13.6 million, and its full realization is not assured, potentially requiring a valuation allowance.
  • The total unrealized loss on debt securities that were in a loss position for greater than 12 continuous months was $27.409 million with an aggregate fair value of $362.420 million as of December 31, 2025.

Risks

  • Failure to successfully execute organic growth strategy or manage growth effectively, including risks from acquisitions, could negatively affect financial condition and results of operations.
  • Financial condition and results of operations are dependent on the economy, particularly in the Central Valley and Eastern Sierras, with adverse conditions potentially reducing growth, increasing loan delinquencies, and decreasing collateral values.
  • Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance by financial institutions, could adversely affect business operations.
  • Recent bank failures have created significant market volatility, regulatory uncertainty, and decreased confidence in the U.S. banking system, potentially leading to deposit outflows.
  • Inability to access short-term funding or the loss of client deposits could increase funding costs, limit access to capital markets, or negatively impact overall liquidity or capitalization.
  • The failure to address the federal debt ceiling in a timely manner, downgrades of the U.S. credit rating, and uncertain credit and financial market conditions may affect the stability of government-issued securities and increase future borrowing costs.
  • The allowance for credit losses may prove to be insufficient to absorb actual incurred losses in the loan portfolio, requiring additional provisions.
  • Underwriting practices may not protect against losses in the loan portfolio, especially if models become less predictive or if loans are concentrated by type, industry, borrower, or location.
  • Deterioration in real estate values and underlying economic conditions in the Central Valley and Eastern Sierras could result in significantly higher credit losses due to the high concentration of real estate loans (91% of the portfolio).
  • Commercial real estate loans involve higher principal amounts and repayment is often dependent on the income generated by the property, which may be adversely affected by economic changes.
  • Exposure to risk of environmental liabilities with respect to real properties that may be acquired through foreclosure.
  • Business is subject to interest rate risk, and variations in interest rates may hurt profits if interest paid on liabilities increases more quickly than interest received on assets, or vice versa.
  • New lines of business, new products and services, or strategic project initiatives may subject the company to additional risks, including regulatory requirements and operational demands.
  • Strong competition within market areas from other commercial banks, savings institutions, credit unions, and non-banking institutions may limit growth and profitability.
  • Significant operational risks exist, including fraud, employee errors, data processing and technology errors, hacking, and breaches of internal control systems.
  • The enterprise risk management framework may not be effective in mitigating all risks and reducing the potential for losses.
  • Managing reputational risk is important, and threats from adverse sentiment, unethical practices, or cybersecurity breaches could result in loss of customers, investors, and employees.
  • Liquidity risk could impair the ability to fund operations and jeopardize financial condition if funds cannot be raised through deposits, borrowings, or asset sales.
  • Reliance on bank-owned life insurance (BOLI) carries risk if insurance companies experience a decline in financial strength or if policies are liquidated early, incurring taxes and penalties.
  • Reliance on numerous external vendors exposes operations to risk if vendors do not perform in accordance with contracted arrangements.
  • The holding company relies on dividends from the Bank for substantially all of its income, and the Bank's ability to pay dividends is subject to legal and regulatory restrictions.
  • The company may elect or be compelled to seek additional capital in the future, but that capital may not be available when needed or on acceptable terms, potentially impairing operations or diluting stockholders.
  • Climate change manifesting as physical or transition risks could adversely affect operations, businesses, and customers, and risk management strategies may not be effective in mitigation.
  • Security measures may not be sufficient to mitigate the risk of a cyber-attack or cyber theft, including vulnerabilities from artificial intelligence technologies, potentially leading to data breaches, service disruptions, and financial losses.
  • Reliance on communications, information, operating, and financial control systems technology from third-party service providers carries risk of system failures or interruptions.
  • Subject to a variety of federal and state privacy and data security laws (e.g., GLBA, CCPA, CPRA, CIRCIA), and non-compliance could result in fines, penalties, and increased costs.
  • Operating in a highly regulated environment means operations and income may be affected adversely by changes in laws, rules, and regulations governing operations.
  • The Dodd-Frank Act and supporting regulations could have a material adverse effect, resulting in additional costs, restrictions, and increased regulatory supervision.
  • The short-term and long-term impact of changing regulatory capital requirements (e.g., Basel III, Basel IV) is uncertain and could result in lower returns on equity or require additional capital.
  • Failure to comply with federal and state fair lending laws could lead to material penalties and adversely impact CRA ratings.
  • Non-compliance with the USA Patriot Act, Bank Secrecy Act, or other anti-money laundering laws and regulations could result in fines, sanctions, or operating restrictions.
  • Increases in deposit insurance premiums and special FDIC assessments will negatively impact earnings.
  • The company has a deferred tax asset that may not be fully realized, potentially requiring a valuation allowance and a charge to operations.
  • Future goodwill impairment could occur if estimates of the fair value of reporting units change, adversely affecting results of operations.
  • Dependence on key employees means the unexpected loss of any of these individuals could have a detrimental effect on the business.
  • Severe weather, natural disasters, acts of war or terrorism, global pandemics, and other external events could significantly impact the business.
  • Anti-takeover provisions in the charter and bylaws could negatively impact stockholders by delaying, deferring, or preventing a third party from acquiring the company.
  • Actions by activist stockholders could be disruptive to operations, divert management's attention, and adversely affect profitability or stock price.
  • Failure to maintain proper and effective internal controls could impair the ability to produce accurate and timely financial statements and harm investors' views.
  • The price of common stock may fluctuate significantly, making it difficult for stockholders to sell shares at attractive times or prices.

Future Outlook

Management plans to continue focusing on relationship-based expansion throughout its market area in 2026. The company intends to grow its loan and deposit portfolios to ease pressure on its net interest margin, while attempting to control expenses and credit losses. An upward trend in earning asset yield is expected to continue to some degree in 2026 due to the repricing of existing loans. However, the Fed Funds rate is forecasted to decrease slightly during 2026, which could negatively impact net interest income and net interest margin due to the balance sheet being slightly asset sensitive. Deposit interest rates are forecasted to remain relatively flat in 2026.

Management Comments

  • "Our continued focus on responsible community banking fundamentals and our strong customer relationships have enabled us to increase our market presence through growth in our loan portfolio, which is primarily funded by steady core deposit growth."
  • "As we begin our strategic business plan for 2026, we remained focused on relationship-based expansion throughout our market area."
  • "Management anticipates that there will be sufficient earnings at the Bank level to provide dividends to the Company to meet its cash requirements for 2026."
  • "Management anticipates that noninterest expense should continue to increase as we continue to grow, and management believes the Companys administration as currently set up is scalable to handle future loan and deposit growth. However, management remains committed to cost-control and efficiency, and we expect to keep these increases to a minimum relative to growth."
  • "Based on the current conditions of the loan portfolio, management believes that the $12,381,000 allowance for credit losses at December 31, 2025 is adequate to absorb losses inherent in our loan portfolio."

Industry Context

StockSavvy.ai notes that Oak Valley Bancorp's performance in 2025 reflects broader banking industry challenges, particularly the impact of interest rate fluctuations and increased competition. The rise in non-performing loans and credit loss provisions, while still low, could signal a cautious outlook in the regional lending environment, aligning with general concerns about real estate market stability and economic conditions in California. The company's focus on core deposit growth and managing net interest margin is a common strategy among community banks navigating a dynamic rate environment.

Comparison to Industry Standards

  • Oak Valley Bancorp's cost of funds on interest-bearing liabilities at 1.16% in 2025 is below the peer average, indicating efficient deposit gathering compared to competitors.
  • The company's capital ratios, such as a Common Equity Tier 1 ratio of 15.27% in 2025, significantly exceed the Basel III minimums (4.5% plus a 2.5% conservation buffer), positioning it as a 'well capitalized' institution, which is a strong indicator compared to many regional banks.
  • The increase in non-performing loans to 0.40% in 2025 from 0.00% in 2024, while still low, warrants monitoring as it deviates from the prior year's pristine record and could indicate emerging asset quality pressures, potentially lagging larger, more diversified banks.
  • The efficiency ratio of 59.68% in 2025, an increase from 58.2% in 2024, suggests a slight deterioration in operational efficiency, which is a metric closely watched by investors when comparing against top-performing banks that often target efficiency ratios below 50-55%.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
DirectorNADonald L. Barton2025-10-13Late filing for a stock sale transaction.
DirectorNAAllison C. Lafferty2025-08-01Late filing for a stock purchase transaction.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Policy AdoptionThe Company has adopted a Code of Ethics that applies to all staff, including the Chief Executive Officer and Chief Financial Officer.NAEnhances ethical conduct and accountability across the organization.
Regulatory ComplianceThe Company is subject to Nasdaq listing standards, Sarbanes-Oxley Act of 2002, provisions of the Dodd-Frank Act, and other federal and state laws and regulations addressing executive certification, board audit committees, disclosure of controls, auditing, executive compensation, and enhanced disclosure.NAEnsures adherence to robust financial reporting, corporate governance, and disclosure requirements.
Board OversightThe Board of Directors (BOD) and IT Steering Committee are primarily responsible for monitoring management's implementation of operations and technology risk controls, including cybersecurity and information security.NAStrengthens oversight of critical operational and technological risks, aligning with best practices.
Board EducationThe BOD is regularly informed and actively oversees the data security and privacy program and its policies, and receives regular education on innovative technology, cybersecurity, information systems/data management, fintech, and privacy.NAEnsures the board remains knowledgeable and effective in overseeing evolving technology and security risks.
Policy AdoptionThe Company has an Insider Trading Policy.NAHelps prevent insider trading and maintains market integrity.
Policy AdoptionThe Company has a Clawback Policy.NAAllows for the recovery of incentive-based compensation in certain circumstances, enhancing accountability.

Legal Proceedings

  • There are no pending, or to management's knowledge, any threatened, material legal proceedings to which the Company is a party, or to which any of the Company's properties are subject.

Related Party Transactions

  • Loans and deposits with directors, officers, principal shareholders, and their associates are made on substantially the same terms as comparable transactions with other customers.
  • Aggregate related party loans outstanding increased to $13.268 million at December 31, 2025, from $11.251 million at December 31, 2024.
  • Related party deposits totaled $7.185 million at December 31, 2025, a decrease from $15.200 million at December 31, 2024.
  • In 2024, the Company made payments totaling $236,000 to Crown Painting and Design Studio 120, companies affiliated with a Director's daughter, for renovation and design work. In 2025, this payment amount did not meet the disclosure requirement threshold.

Stakeholder Impact

  • Shareholders: Experienced decreased net income and diluted EPS, but received increased cash dividends per share. The stock price may be subject to volatility due to various factors, and anti-takeover provisions could impact shareholder value and rights.
  • Employees: Benefited from expansion of staff to support growth, leading to increased salaries and employee benefits. The company emphasizes human capital management, offering professional growth opportunities and competitive compensation.
  • Customers: Continue to benefit from the company's focus on relationship-based banking, an expanded branch network, and improved online/mobile banking services. However, increased competition and potential changes in interest rates could affect loan and deposit product offerings.
  • Creditors: The company's strong capital adequacy ratios (well-capitalized status) and sufficient liquidity provide comfort. However, the increase in non-performing loans and credit loss provisions indicates some level of credit risk.
  • Suppliers/Vendors: The company relies on numerous external vendors for its day-to-day operations, exposing it to risks associated with vendor performance and potential disruptions.

Next Steps

  • Continue growth strategy through opening additional branches and loan production offices as demand dictates and resources permit.
  • Continue to focus on growth of loan and deposit portfolios to ease pressure on net interest margin.
  • Attempt to control expenses and credit losses.
  • Monitor for updates related to the CRA regulatory framework and assess the applicability of any resulting reporting obligations.
  • Monitor FinCEN's guidance and any final rules or other regulatory developments relating to the CTA.
  • Continue to monitor developments related to the CCPA, CPRA, CIRCIA, and newly enacted state laws.
  • Management anticipates sufficient earnings at the Bank level to provide dividends to the Company to meet its cash requirements for 2026.

Key Dates

DateDescription
1990-05-31Company incorporated under the laws of the State of California.
1991-05-28Oak Valley Community Bank began operations in Oakdale, California.
2001-12-01Company adopted a director retirement plan (DRP).
2008-07-31Form 10 filed, incorporating Articles of Incorporation and Subsidiaries of the Issuer.
2018-05-07Proxy Statement for 2018 Annual Meeting of Stockholders filed, incorporating the 2018 Equity Incentive Plan.
2018-06-28Form S-8 filed, incorporating forms of 2018 Equity Incentive Plan Stock Option Award Agreement, Restricted Stock Award Agreement, and Restricted Stock Unit Award Agreement.
2018-12-31Annual measurement date for goodwill impairment testing.
2019-01-01Capital conservation buffer became fully effective.
2020-03-13Form 10-K filed, incorporating Description of Securities of the Registrant.
2020-03-19Grandfathering date for trust preferred securities issued prior to this date for regulatory capital calculation purposes under Dodd-Frank.
2020-03-26Federal Reserve Bank reduced reserve requirement ratios to zero percent, eliminating reserve requirements for all depository institutions.
2020-12-31Federal funds rate range was 0.00% to 0.25%.
2021-03-31Form 10-K filed, incorporating Form of Executive Salary Continuation Agreement.
2021-12-31Federal funds rate range was 0.00% to 0.25%.
2022FOMC raised the federal funds rate seven times by an aggregate of 4.00%.
2022-06FDIC adopted a final rule to increase initial base deposit insurance assessment rate schedules uniformly by 2 basis points, beginning in 2023.
2022-06-21Bylaws amended and restated.
2022-09-29Financial Crimes Enforcement Network (FinCEN) issued a final rule establishing a beneficial ownership information (BOI) reporting requirement under the Corporate Transparency Act (CTA).
2023FOMC raised the Federal funds rate four times by 0.25%.
2023-01-01California Privacy Rights Act (CPRA) became effective; Company implemented Current Expected Credit Loss (CECL) accounting standard.
2023-01Last CRA performance examination was performed and completed, resulting in an overall Outstanding CRA Assessment Rating.
2023-10-24Federal bank regulatory agencies jointly issued a final rule to modernize CRA regulations.
2023-12SEC Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure rule became effective.
2024FOMC cut the Federal funds rate three times by an aggregate of 1.00%.
2024Moody's changed the global outlook for banks to stable from negative, but downgraded ratings of several large U.S. banks.
2024Federal regulators, including the Federal Reserve and the OCC, proposed amendments to update anti-money laundering programs.
2024-01-01BOI reporting rule became effective; most of the final CRA rules requirements were to become applicable.
2024-02-20The CTA's access rule, implementing access and safeguard provisions, took effect.
2024-03-02Treasury Department announced it will not enforce any penalties or fines associated with the BOI reporting rule under existing regulatory deadlines for U.S. companies and persons.
2024-03-05Consumer Financial Protection Bureau (CFPB) issued a final rule amending provisions in Regulation Z that govern credit card late fee charges (currently stayed).
2024-03-29A federal court enjoined the enforcement of the new CRA regulations.
2024-04-01Form 10-K filed, incorporating Oak Valley Bancorp Clawback Policy.
2024-04-04CISA proposed a rule under the CIRCIA that would clarify the scope of cyber incidents to be reported.
2024-09-17Board of Directors of the FDIC approved a final Statement of Policy on Bank Merger Transactions; OCC approved a final rule updating its regulations for business combinations involving national banks and federal savings associations.
2024-09Department of Justice (DOJ) withdrew its 1995 Bank Merger Guidelines and issued the 2024 Banking Addendum to 2023 Merger Guidelines.
2024-10CFPB issued a final rule that will require certain financial institutions to share certain data on consumer financial products and services upon request of the consumer.
2024-12-31Fiscal year ended.
2025FOMC cut the Federal funds rate three times by an aggregate of 0.75%.
2025-01-01ASU No. 2023-07 (Segment Reporting) became effective for interim periods; ASU No. 2023-09 (Income Taxes) became effective for the annual period.
2025-02Acting Director of the CFPB instructed staff to cease supervision, investigations, enforcement, rulemaking, and stakeholder activities.
2025-02-20The CTA's access rule took effect.
2025-05-27FinCEN comment period for the Interim Final Rule on BOI reporting ended.
2025-06-30Aggregate market value of common stock held by non-affiliates was approximately $197 million.
2025-07-01Original targeted implementation date for Basel IV.
2025-07-16OCC, FRB, and FDIC issued a joint Notice of Proposed Rulemaking proposing to rescind the new CRA regulations and replace them with regulations substantively identical to those in effect on March 29, 2024.
2025-08-01Allison C. Lafferty's stock purchase transaction date.
2025-08-14Allison C. Lafferty's stock purchase filing date (late filing).
2025-09Federal banking agencies indicated intent to unveil a re-proposal of the Basel IV capital rules by early 2026.
2025-10-13Donald L. Barton's stock sale transaction date.
2025-10-16Donald L. Barton's stock sale filing date (late filing).
2025-12-31Fiscal year ended.
2026-03-138,413,458 shares of common stock outstanding.
2026-03-25Annual Report on Form 10-K dated and signed.
2026-12-15ASU No. 2024-03 (Income Statement Expenses) effective for annual reporting periods beginning after this date.
2027-01-01Certain CRA data reporting requirements applicable.
2027-12-15ASU No. 2024-03 (Income Statement Expenses) effective for interim reporting periods beginning after this date; ASU No. 2025-06 (Intangibles-Goodwill and Other-Internal-Use Software) effective for annual reporting periods beginning after this date.
2028-07-01Original target for full compliance with Basel IV.
2028-09-30Statutory deadline for the Deposit Insurance Fund reserve ratio to reach 1.35%.

Recommendation

hold

While Oak Valley Bancorp demonstrates solid asset and deposit growth, strong capital ratios, and a commitment to community banking, the decline in net income, increase in non-performing loans, and higher credit loss provision in 2025 signal emerging headwinds. The company's asset sensitivity to potential future rate cuts and rising non-interest expenses warrant caution. The stock is a "hold" as the company navigates these challenges, with its strong balance sheet providing stability but recent performance metrics suggesting a need for improved profitability and asset quality trends before a more bullish stance is warranted.

Keywords

Oak Valley Bancorp, OVLY, Annual Report, SEC Filing, Banking, Community Bank, Financial Results, Net Income, Loans, Deposits, Net Interest Income, Credit Losses, Non-performing Loans, Commercial Real Estate, California Banking, Financial Regulation, Cybersecurity, Risk Management, Capital Adequacy, Shareholder Dividends

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