Oak Valley Bancorp·4

Mar 3, 12:49 PM ET

McCarty Richard A. 4

4 · Oak Valley Bancorp · Filed Mar 3, 2026

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Oak Valley Bancorp (OVLY) President Richard McCarty Receives Restricted Stock

What Happened
Richard A. McCarty, President & COO of Oak Valley Bancorp (OVLY), received a grant of 4,070 restricted shares on 2026-02-27 (reporting code A). On that same day he surrendered a total of 1,281 shares (multiple F-coded transactions) to satisfy tax liabilities related to prior restricted-stock vestings, and earlier on 2025-12-31 he acquired 1,428 shares through the company 401(k)/profit-sharing plan (discretionary/I-coded). No per-share prices or dollar values are reported (listed as N/A).

Key Details

  • Transaction dates: 2025-12-31 (401(k) acquisition), 2026-02-27 (award grant and tax-withholding surrenders). Filing date: 2026-03-03 (Form 4).
  • Prices/values: All transactions reported as N/A for price; no dollar amounts disclosed.
  • Net counts reported in the filing: +4,070 granted; -1,281 surrendered for tax withholding; +1,428 acquired via 401(k). The filing does not state a post-transaction total shareholding.
  • Notable footnotes: 401(k) purchases were through the company 401(k)/profit-sharing plan and 10b5-1 purchase plan language is referenced (F1, F2). The surrendered shares correspond to tax withholding on restricted-stock issuances from 2/28/2021–2/28/2025 that vested 2/27/2026 (F3–F7). The 4,070-share award is restricted stock under the Stock Incentive Plan and is subject to forfeiture/disposition restrictions until vesting (F8, F9).
  • Vesting schedule for the new restricted shares: 20% annually on 2/28 of 2027, 2028, 2029, 2030 and 2031 (F10).
  • Transaction codes explained: A = award/grant, F = payment of exercise price or tax liability (shares surrendered for taxes), I = discretionary acquisition (401(k)).
  • Timeliness: The Form 4 was filed 2026-03-03 while key transactions occurred 2025-12-31 and 2026-02-27; this appears to be outside the typical two-business-day Form 4 reporting window and therefore was filed late.

Context

  • The 1,281-share disposals were tax-withholding/share-surrender transactions tied to vested restricted stock—not open-market sales—so they reflect tax obligations rather than a decision to cash out.
  • The 4,070-share grant is a time-based restricted stock award that vests 20% per year over five years; these awards are common executive compensation and are subject to forfeiture until vested.
  • The 401(k) acquisition reflects routine payroll/plan purchases (not an opportunistic open-market buy).
  • No cash values or insider intentions are disclosed; these are operational/compensation-related insider filings rather than clear bullish or bearish signals.

Insider Transaction Report

Form 4
Period: 2025-12-31
McCarty Richard A.
President & COO
Transactions
  • Discretionary Transaction

    Common Stock

    [F1][F2]
    2025-12-31+1,42858,143 total
  • Tax Payment

    Common Stock

    [F3]
    2026-02-2721357,930 total
  • Tax Payment

    Common Stock

    [F4]
    2026-02-2721557,715 total
  • Tax Payment

    Common Stock

    [F5]
    2026-02-2719057,525 total
  • Tax Payment

    Common Stock

    [F6]
    2026-02-2724657,279 total
  • Tax Payment

    Common Stock

    [F7]
    2026-02-2741756,862 total
  • Award

    Common Stock

    [F8][F9][F10]
    2026-02-27+4,07060,932 total
Footnotes (10)
  • [F1]Shares acquired through company 401k plan. Purchase transactions occur under 10b5-1 purchase plan with various dates and pricing.
  • [F10]The restricted stock will vest 20% annually on the following dates: 2/28/2027 2/28/2028 2/28/2029 2/28/2030 2/28/2031
  • [F2]Adjustment to holdings for shares acquired through 401k profit sharing plan in 2025.
  • [F3]Shares surrendered to satisfy tax liability on restricted stock issued 2/28/2021 vested 2/27/2026
  • [F4]Shares surrendered to satisfy tax liability on restricted stock issued 2/28/2022 vested 2/27/2026
  • [F5]Shares surrendered to satisfy tax liability on restricted stock issued 2/28/2023 vested 2/27/2026
  • [F6]Shares surrendered to satisfy tax liability on restricted stock issued 2/28/2024 vested 2/27/2026
  • [F7]Shares surrendered to satisfy tax liability on restricted stock issued 2/28/2025 vested 2/27/2026
  • [F8]Award of restricted stock to executive employee pursuant to Stock Incentive Plan.
  • [F9]Each restricted stock share that is unvested is subject to certain restrictions on disposition as well as certain forfeiture rights, which will lapse upon vesting.
Signature
/s/ Richard A McCarty|2026-03-02

Documents

1 file
  • 4
    rdgdoc.xmlPrimary

    FORM 4