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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
 
 
Date of Report: January 23, 2026
(Date of earliest event reported)
 
Oak Valley Bancorp
(Exact name of registrant as specified in its charter)
 
CA
(State or other jurisdiction
of incorporation)
001-34142
(Commission File Number)
26-2326676
(IRS Employer
Identification Number)
 
125 N. Third Ave. Oakdale, CA
(Address of principal executive offices)
95361
(Zip Code)
 
 
(209) 848-2265
(Registrant's telephone number, including area code)
 
Not Applicable
(Former Name or Former Address, if changed since last report)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
OVLY
The Nasdaq Stock Market, LLC
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 


 
Item 2.02. Results of Operations and Financial Condition

On January 23, 2026, Oak Valley Bancorp issued a press release, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference. The press release announced the Company’s operating results for the three and twelve-months ended December 31, 2025.

The information in this Item 2.02 in this Form 8-K and the Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
 
Item 7.01. Regulation FD Disclosure.
 
See “Item 2.02. Results of Operations and Financial Condition” which is incorporated by reference in this Item 7.01.
 
Item 9.01. Financial Statements and Exhibits

(a) Financial statements:
            None
(b) Pro forma financial information:
            None
(c) Shell company transactions:
            None
(d) Exhibits
 
99.1
 
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 






 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Dated: January 26, 2026
 
OAK VALLEY BANCORP 
By:
/s/ Jeffrey A. Gall
Jeffrey A. Gall
Executive Vice President and Chief Financial Officer (Principal Financial Officer and duly authorized signatory)
 


 
Exhibit Index
Exhibit No.
Description
   
99.1
Press Release of Oak Valley Bancorp dated January 23, 2026
   
104
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EX-99.1 2 ex_911621.htm EXHIBIT 99.1 ex_911621.htm

Exhibit 99.1

 

 

PRESS RELEASE

 

For Immediate Release

 

Date:

January 23, 2026

Contact:

Chris Courtney/Rick McCarty

Phone:

(209) 848-2265

 

www.ovcb.com

 

 

OAK VALLEY BANCORP REPORTS 4th QUARTER RESULTS AND ANNOUNCES CASH DIVIDEND

 

OAKDALE, CA – Oak Valley Bancorp (NASDAQ: OVLY) (the “Company”), the bank holding company for Oak Valley Community Bank and their Eastern Sierra Community Bank division, recently reported unaudited consolidated financial results. For the three months ended December 31, 2025, consolidated net income was $6,335,000 or $0.76 per diluted share (EPS), as compared to $6,693,000, or $0.81 EPS, for the prior quarter and 6,008,000, or $0.73 EPS for the same period a year ago. Consolidated net income for the year ended December 31, 2025, totaled $23,913,000, or $2.88 EPS, representing a decrease of 4.1% compared to 24,948,000, or $3.02 EPS for 2024. The decrease in QTD earnings compared to the prior quarter is due to a provision for credit losses of $865,000 recorded during the quarter, related to a collateral-dependent loan that was placed on non-accrual status as of year-end. The QTD increase over the same period a year ago is due to earning asset growth of $95.3 million and the corresponding net interest income expansion.

 

“We are pleased to report another strong operational performance. Our sustained growth and solid financial results have enabled us to reach the milestone of $2 billion in total assets and reflect the dedication of our team and our steadfast focus on building lasting relationships with our clients,” said Chris Courtney, Chief Executive Officer.

 

Net interest income was $19,457,000 and $74,615,000 for the fourth quarter and year ended December 31, 2025, respectively, compared to $19,197,000 during the prior quarter, $17,846,000 for the fourth quarter of 2024, and $70,034,000 for the year ended December 31, 2024. The QTD increase compared to prior quarter is due to growth of $38.3 million in average earning assets. The QTD and YTD increases over 2024 are due to growth in average earning assets of $95.3 million and $85.9 million, respectively. Interest expense has stabilized as evidenced by the average cost of funds of 0.76% in 2025, compared to 0.78% in 2024.

 

Net interest margin was 4.14%(1) and 4.13%(3) for the fourth quarter and year ended December 31, 2025, respectively, as compared to 4.16%(1) for the prior quarter, 4.00%(1) for the fourth quarter of 2024, and 4.07%(3) for the year ended December 31, 2024. The fourth quarter interest margin decrease compared to the prior quarter is due to the three federal fund rate cuts totaling 75 basis points that began in September 2025. The QTD and YTD interest margin increases over the same periods in 2024 are the result of an increase in loan yield and a decrease in average cost of funds.

 







 

Non-interest income for the fourth quarter and year ended December 31, 2025, totaled $1,825,000 and $7,114,000, respectively, compared to $1,973,000 during the prior quarter, $1,430,000 for the fourth quarter of 2024, and $6,555,000 for the year ended December 31, 2024. The decrease from the prior quarter was due to death benefits received from the redemption of bank owned life insurance policies during the third quarter of 2025. The QTD and YTD increases from prior periods in 2024 were primarily due to unrealized market value changes on equity securities, investment advisory fee income, service charges on deposit accounts, and the YTD increase includes the previously mentioned life insurance benefits.

 

Non-interest expense for the fourth quarter and year ended December 31, 2025, totaled $12,262,000 and $50,274,000, respectively, compared to $12,700,000 during the prior quarter, $11,548,000 for the fourth quarter of 2024 and $46,017,000 for the year ended December 31, 2024. The decrease compared to the prior quarter is the result of year-end accrual adjustments. The QTD and YTD increases compared to the same periods in 2024 correspond to staffing expense, board of director fees, data processing, and general operating costs related to servicing the loan and deposit portfolios.

 

Total assets were $2.02 billion at December 31, 2025, an increase of $27.7 million over September 30, 2025, and $122.5 million over December 31, 2024. Gross loans were $1.14 billion as of December 31, 2025, an increase of $31.1 million from September 30, 2025, and $37.4 million from December 31, 2024. The Company’s total deposits were $1.79 billion as of December 31, 2025, an increase of $18.1 million from September 30, 2025, and $97.3 million from December 31, 2024. Our liquidity position remains strong as evidenced by $232.2 million in cash and cash equivalents balances at December 31, 2025.

 

Non-performing assets (“NPA”) as of December 31, 2025, were $4.6 million, or 0.23% of total assets, compared to zero NPA as of September 30, 2025 and December 31, 2024. The increase in NPA compared to the prior periods is due to one collateral-dependent loan that was placed on non-accrual status in December 2025, when management became aware that full collection of the loan balance was not likely. This loan was individually analyzed based on the appraised value of the commercial real estate collateral and a specific reserve was included in the allowance for credit losses (“ACL”) calculation. The company recorded a provision for credit losses of $865,000 during the fourth quarter recognizing the reserve for the collateral-dependent loan, combined with the pooled loan calculation which considers macro-economic conditions and other credit-related factors within our current expected credit loss (“CECL”) risk model. As a result, the ACL as a percentage of gross loans increased to 1.08% at December 31, 2025, compared to 1.03% at September 30, 2025 and 1.04% at December 31, 2024. Given industry concerns of credit risk specific to commercial real estate, management has performed a thorough analysis of this segment within the ACL computation, concluding that the credit loss reserves relative to gross loans remain at acceptable levels, and credit quality remains stable.

 

The Board of Directors of Oak Valley Bancorp at their January 20, 2026 meeting, declared the payment of a cash dividend of $0.375 per share of common stock to its shareholders of record at the close of business on February 2, 2026. The payment date will be February 13, 2026 and will amount to approximately $3,145,600. This is the first dividend payment made by the Company in 2026.

 

Oak Valley Bancorp operates Oak Valley Community Bank & their Eastern Sierra Community Bank division, through which it offers a variety of loan and deposit products to individuals and small businesses. They currently operate through 19 conveniently located branches: Oakdale, Turlock, Stockton, Patterson, Ripon, Escalon, Manteca, Tracy, Sacramento, Roseville, Lodi, two branches in Sonora, three branches in Modesto, and three branches in the Eastern Sierra division which includes Bridgeport, Mammoth Lakes, and Bishop.

 

For more information, call 1-866-844-7500 or visit www.ovcb.com.

 







 

This press release includes forward-looking statements about the corporation for which the corporation claims the protection of safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995.

 

Forward-looking statements are based on management's knowledge and belief as of today and include information concerning the corporation's possible or assumed future financial condition, and its results of operations and business. Forward-looking statements are subject to risks and uncertainties. A number of important factors could cause actual results to differ materially from those in the forward-looking statements. Those factors include fluctuations in interest rates, government policies and regulations (including monetary and fiscal policies), legislation, economic conditions, including increased energy costs in California, credit quality of borrowers, operational factors, and competition in the geographic and business areas in which the company conducts its operations. All forward-looking statements included in this press release are based on information available at the time of the release, and the Company assumes no obligation to update any forward-looking statement.

 

###

 







 

Oak Valley Bancorp

Financial Highlights (unaudited)

 

Selected Quarterly Operating Data:

 

4th Quarter

   

3rd Quarter

   

2nd Quarter

   

1st Quarter

   

4th Quarter

 

($ in thousands, except per share)

 

2025

   

2025

   

2025

   

2025

   

2024

 
                                         

Net interest income

 

  $ 19,457     $ 19,197     $ 18,154     $ 17,807     $ 17,846  

Provision for (reversal of) credit losses

    865       (60 )     -       -       -  

Non-interest income

    1,825       1,973       1,703       1,613       1,430  

Non-interest expense

    12,262       12,700       12,688       12,624       11,548  

Net income before income taxes

    8,155       8,530       7,169       6,796       7,728  

Provision for income taxes

    1,820       1,837       1,581       1,499       1,720  

Net income

  $ 6,335     $ 6,693     $ 5,588     $ 5,297     $ 6,008  
                                         

Earnings per common share - basic

  $ 0.77     $ 0.81     $ 0.68     $ 0.64     $ 0.73  

Earnings per common share - diluted

  $ 0.76     $ 0.81     $ 0.67     $ 0.64     $ 0.73  

Dividends paid per common share

  $ -     $ 0.300     $ -     $ 0.300     $ -  

Return on average common equity

    12.32 %     14.30 %     12.21 %     11.58 %     12.86 %

Return on average assets

    1.25 %     1.35 %     1.18 %     1.13 %     1.25 %

Net interest margin (1)

    4.14 %     4.16 %     4.11 %     4.09 %     4.00 %

Efficiency ratio (2)

    55.94 %     58.27 %     61.95 %     63.00 %     58.09 %
                                         

Capital - Period End

                                       

Book value per common share

  $ 24.79     $ 23.63     $ 22.17     $ 21.89     $ 21.95  
                                         

Credit Quality - Period End

                                       

Nonperforming assets / total assets

    0.23 %     0.00 %     0.00 %     0.00 %     0.00 %

Credit loss reserve / gross loans

    1.08 %     1.03 %     1.03 %     1.05 %     1.04 %
                                         

Balance Sheet - Period End (in thousands)

                                       

Total assets

  $ 2,023,116     $ 1,995,416     $ 1,920,909     $ 1,924,365     $ 1,900,604  

Gross loans

    1,143,930       1,112,829       1,109,856       1,090,953       1,106,535  

Nonperforming assets

    4,587       -       -       -       -  

Allowance for credit losses

    12,381       11,420       11,430       11,448       11,460  

Deposits

    1,792,962       1,774,882       1,711,241       1,713,592       1,695,690  

Common equity

    207,975       198,280       185,805       183,520       183,436  
                                         

Balance Sheet - Average (in thousands)

                                       

Average assets

  $ 2,013,766     $ 1,961,374     $ 1,903,741     $ 1,903,585     $ 1,909,691  

Average earning assets

    1,914,907       1,876,588       1,818,430       1,814,338       1,819,649  

Average equity

    203,994       185,638       183,612       185,592       185,345  
                                         

Non-Financial Data

                                       

Full-time equivalent staff

    238       237       231       225       223  

Number of banking offices

    19       18       18       18       18  
                                         

Common Shares outstanding

                                       

Period end

    8,388,221       8,390,621       8,382,062       8,382,062       8,357,211  

Period average - basic

    8,249,256       8,246,666       8,245,147       8,231,844       8,224,504  

Period average - diluted

    8,304,597       8,299,039       8,285,299       8,278,301       8,278,427  
                                         

Market Ratios

                                       

Stock Price

  $ 30.06     $ 28.17     $ 27.24     $ 24.96     $ 29.25  

Price/Earnings

    9.87       8.75       10.02       9.56       10.09  

Price/Book

    1.21       1.19       1.23       1.14       1.33  

 

 

(1)

This is a non-GAAP measure that is computed on a fully tax equivalent basis using a federal tax rate of 21%. The resulting adjustment to net interest income is $509 thousand, $501 thousand, $498 thousand, $497 thousand, and $484 thousand thousand for the three-months ended December 31, 2025, September 30, 2025, June 30, 2025, March 31, 2025, and December 31, 2024, respectively.

(2)

This is a non-GAAP measure that is computed on a fully tax equivalent basis using a federal tax rate of 21%, and a federal/state combined tax rate of 29.56%. The resulting adjustment to pre-tax income is $639 thoursand, $626 thousand, $624 thousand, $618 thousand, and $604 thousand for the three-months ended December 31, 2025, September 30, 2025, June 30, 2025, March 31, 2025, and December 31, 2024, respectively.

 







 

Profitability

 

YEAR ENDED
DECEMBER 31,

 

($ in thousands, except per share)

 

2025

   

2024

 
                 

Net interest income

  $ 74,615     $ 70,034  

Provision for (reversal of) credit losses

    805       (1,620 )

Non-interest income

    7,114       6,555  

Non-interest expense

    50,274       46,017  

Net income before income taxes

    30,650       32,192  

Provision for income taxes

    6,737       7,244  

Net income

  $ 23,913     $ 24,948  
                 

Earnings per share - basic

  $ 2.90     $ 3.04  

Earnings per share - diluted

  $ 2.88     $ 3.02  

Dividends paid per share

  $ 0.600     $ 0.450  

Return on average equity

    12.60 %     14.39 %

Return on average assets

    1.23 %     1.35 %

Net interest margin (3)

    4.13 %     4.07 %

Efficiency ratio (4)

    59.68 %     58.20 %
                 

Capital - Period End

               

Book value per share

  $ 24.79     $ 21.95  
                 

Credit Quality - Period End

               

Nonperforming assets/ total assets

    0.23 %     0.00 %

Credit loss reserve/ gross loans

    1.08 %     1.04 %
                 

Balance Sheet - Period End (in thousands)

               

Total assets

  $ 2,023,116     $ 1,900,604  

Gross loans

    1,143,930       1,106,535  

Nonperforming assets

    4,587       -  

Allowance for credit losses

    12,381       11,460  

Deposits

    1,792,962       1,695,690  

Stockholders' equity

    207,975       183,436  
                 

Balance Sheet - Average (in thousands)

               

Average assets

  $ 1,945,962     $ 1,853,315  

Average earning assets

    1,856,397       1,770,536  

Average equity

    189,748       173,335  
                 

Non-Financial Data

               

Full-time equivalent staff

    238       223  

Number of banking offices

    19       18  
                 

Common Shares outstanding

               

Period end

    8,388,221       8,357,211  

Period average - basic

    8,243,285       8,218,846  

Period average - diluted

    8,291,901       8,258,857  
                 

Market Ratios

               

Stock Price

  $ 30.06     $ 29.25  

Price/Earnings

    10.36       9.64  

Price/Book

    1.21       1.33  

 

 

(3)

This is a non-GAAP measure that is computed on a fully tax equivalent basis using a federal tax rate of 21%. The resulting adjustment to net interest income is $2.005 million and $2.036 million for the years ended December 31, 2025 and 2024, respectively.

(4)

This is a non-GAAP measure that is computed on a fully tax equivalent basis using a federal tax rate of 21%, and a federal/state combined tax rate of 29.56%. The resulting adjustment to pre-tax income is $2.507 million and $2.478 million for the years ended December 31, 2025 and 2024, respectively.