Stephens Gary 4

What Happened
Gary Stephens, EVP of Commercial Banking at Oak Valley Bancorp (OVLY), had multiple insider transactions reported. On 2025-12-31 he acquired 1,387 shares through the company 401(k) / profit sharing plan (discretionary purchases under a 10b5-1 plan). On 2026-02-27 he had 921 shares surrendered/withheld to satisfy tax liabilities related to prior restricted stock vestings (several prior grant years). Also on 2026-02-27 he was granted 784 shares of restricted stock under the company’s Stock Incentive Plan; these restricted shares vest 20% annually on 2/28/2027 through 2/28/2031. Reported transaction prices are listed as N/A in the filing (no cash sale proceeds or exercise cash reported).

Key Details

• Transaction dates: 2025-12-31 (401(k) acquisition), 2026-02-27 (tax withholdings and restricted stock grant). Filing date: 2026-03-03.
• Transaction types/codes: I = discretionary 401(k) acquisition; F = shares surrendered/withheld to satisfy tax liabilities; A = grant/award of restricted stock.
• Shares involved: +1,387 (401k acquisitions); -921 (withheld/surrendered for taxes across multiple vestings); +784 (new restricted stock award). Prices reported as N/A.
• Vesting and restrictions: the 784 restricted shares vest 20% each year on 2/28/2027, 2/28/2028, 2/28/2029, 2/28/2030 and 2/28/2031 (unvested shares subject to disposition restrictions and forfeiture).
• Footnotes: 401(k) purchases occur under a 10b5-1 purchase plan and include prior-year profit-sharing adjustments; the withheld shares correspond to vesting of restricted stock grants issued in 2021–2025.
• Shares owned after transaction: not specified in the filing.

Context

• The 1,387-share 401(k) purchase is a routine payroll/plan acquisition (generally neither a strong bullish nor bearish signal on its own).
• The 921-share disposition represents tax withholding/surrender on vested restricted stock (common when RSUs/RSSAs vest); it is not an open-market sale of other holdings.
• The 784-share award is a compensation grant subject to multi-year vesting; such grants are normal executive compensation and include forfeiture restrictions until vested.

All statements above are taken from the Form 4 filing (Accession 0001437749-26-006531). This summary is factual and does not speculate on the insider’s motivations.