Booke Kimberly D 4

What Happened

• Kimberly D. Booke, EVP & Chief Risk Officer of Oak Valley Bancorp (OVLY), received a grant of 784 restricted shares (RSUs) on 2026-02-27. The filing also reports that 502 shares (411 + 91) were surrendered on 2026-02-27 to satisfy tax withholding related to vested restricted stock, and 967 shares were acquired on 2025-12-31 through the company 401(k) purchase plan. Prices and total dollar values are reported as N/A in the filing.

Key Details

• Transactions and codes:
  • 2025-12-31: 967 shares acquired (code I — discretionary transaction; purchased via 401(k)).
  • 2026-02-27: 411 shares surrendered (code F — tax withholding on vested RSUs).
  • 2026-02-27: 91 shares surrendered (code F — tax withholding on vested RSUs).
  • 2026-02-27: 784 shares granted (code A — restricted stock award).
• Prices and dollar amounts: Not provided (N/A) in the filing.
• Shares owned after these transactions: Not disclosed in the filing.
• Footnote highlights:
  • F1: 401(k) purchases occurred under a 10b5‑1 purchase plan (routine payroll/plan purchases with various dates/prices).
  • F2: Adjustment reflecting shares acquired through 401(k) profit sharing for 2025.
  • F3 & F4: Shares surrendered were to cover tax liabilities on RSUs that vested on 2/27/2026 (from prior grants).
  • F5: 784-share award granted under the company’s Stock Incentive Plan.
  • F6: Unvested shares are subject to transfer restrictions and forfeiture rights.
  • F7: The new RSUs vest 20% annually on 2/28/2027, 2028, 2029, 2030 and 2031.
• Filing timeliness: The filing date is 2026-03-03; no late filing indication is shown in the report.

Context

• The 784-share grant is a restricted stock award that vests over five years (20% per year) and is therefore a long-term compensation award, not an immediate open‑market purchase. The 502 shares surrendered were used to satisfy tax withholding on vested RSUs (a routine administrative transaction, coded F). The 967-share 401(k) purchase was executed under a plan (10b5‑1) and is typical of payroll/plan contributions rather than discretionary stock buying. These transactions are largely routine executive compensation and withholding activities rather than directional bets on the stock.