Gall Jeffrey A 4

What Happened

• Jeffrey A. Gall, Chief Financial Officer of Oak Valley Bancorp (OVLY), received a grant of 784 restricted shares (coded A) and had 921 shares surrendered (coded F) to satisfy tax liabilities tied to prior restricted stock vesting. Separately, 1,182 shares were acquired through the company 401(k)/profit-sharing purchase (recorded 12/31/2025).
• The filing reports no per-share prices (listed as N/A) for these transactions. The 921-share disposition reflects tax-withholding/share-surrender on restricted stock that vested 2/27/2026; the 784-share grant is subject to vesting.

Key Details

• Transaction dates: 2025-12-31 (1,182 shares acquired via 401(k)); 2026-02-27 (multiple tax-withholding surrenders totaling 921 shares; grant of 784 restricted shares).
• Surrender breakdown on 2/27/2026: 120, 107, 89, 411, 103 and 91 shares (total 921) surrendered to cover taxes on prior grants.
• Vesting: the new 784 restricted shares vest 20% annually on 2/28 of 2027, 2028, 2029, 2030 and 2031 (footnote F10).
• Footnotes: F1/F2 = 401(k)/profit-sharing purchases (10b5-1 purchase plan mention); F3–F7 = tax-withholding on restricted stock issued 2021–2025; F8/F9 = award under Stock Incentive Plan and usual transfer/forfeiture restrictions.
• Shares owned after these transactions are not specified in the filing.
• Filing date: 2026-03-03. The Feb 27, 2026 transactions were reported on Mar 3, which is later than the typical two-business-day Form 4 filing window.

Context

• The 921-share transactions are tax withholdings (F) — routine share surrenders to satisfy tax obligations when restricted stock vests — not open-market sales, and therefore do not necessarily reflect a discretionary sell decision. The 784-share grant (A) is new restricted stock under the company’s incentive plan and vests over five years. Purchases through a 401(k)/10b5-1 plan are routine payroll/automated purchases.