STAHL RUSSELL E 4

What Happened
Russell E. Stahl, EVP and Chief Information Officer of Oak Valley Bancorp (OVLY), was the subject of multiple insider transactions reported on a Form 4 filed 2026-03-03. Key moves: he was granted 784 restricted shares (award code A) on 2026-02-27; 921 shares were surrendered the same day to satisfy tax withholding on previously issued restricted stock (multiple F codes); and 1,263 shares were acquired in a discretionary 401(k)/purchase plan on 2025-12-31 (code I). All transactions list price as N/A (non-open-market / restricted/share-withholding transactions), so no dollar values are provided in the filing.

Key Details

• Transaction dates and types:
  • 2025-12-31: 1,263 shares acquired (discretionary 401(k) purchase, code I). Price: N/A.
  • 2026-02-27: 784 shares awarded (restricted stock grant, code A). Price: N/A.
  • 2026-02-27: Six withholdings totaling 921 shares surrendered to cover tax liabilities from prior restricted stock vesting (codes F). Prices: N/A.
• Net change reported in these transactions: +1,126 shares (1,263 + 784 − 921).
• Shares owned after the transactions: not specified in the filing.
• Notable footnotes:
  • 401(k) purchases occur under a 10b5-1 purchase plan and include profit-sharing adjustments (F1, F2).
  • The 921 surrendered shares were withheld to satisfy tax liabilities on restricted stock that vested 2/27/2026 from awards issued 2/28/2021–2025 (F3–F7).
  • The 784-share award is restricted stock under the company’s Stock Incentive Plan and vests 20% annually on 2/28/2027, 2028, 2029, 2030 and 2031 (F8–F10). Unvested shares remain subject to forfeiture and transfer restrictions.
• Filing timeliness: Form 4 was filed 2026-03-03 reporting transactions through 2025-12-31 and 2026-02-27. Form 4s are normally due within two business days of the transaction, so this filing appears delayed.

Context

• The 921-share disposals were tax withholding on vested restricted stock, not open-market sales — routine administrative actions that don’t necessarily signal insider selling for investment reasons.
• The 784-share grant is a multi-year restricted award (vests 20% per year), indicating a long-term compensation structure rather than an immediate liquidity event.
• The 401(k) purchases were automatic/discretionary plan buys (10b5-1 style) — these are routine employee contributions rather than active market-timing purchases.
• No option exercises or open-market sales with reported prices occurred in this filing, so no immediate dollar-value insights are available from the filing itself.