10-K - OVBC - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number 0-20914

OHIO VALLEY BANC CORP.

(Exact Name of Registrant as Specified in its Charter)

Ohio	31-1359191
(State of incorporation)	(I.R.S. Employer Identification No.)
420 Third Avenue, Gallipolis, Ohio	45631
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(Address of principal executive offices)	(ZIP Code)

(740) 446-2631

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Shares, without par value	OVBC	The NASDAQ<br> Stock Market LLC <br> <br>(The NASDAQ Global Market)

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YES ☐ NO ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

YES □ NO ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES ☑ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

YES ☑ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer □	Accelerated filer □
Non-accelerated filer ☑	Smaller reporting company ☑
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ☐ NO ☑

Based on the closing sales price of $20.00 per share on June 30, 2024, the aggregate market value of the issuer’s shares held by non-affiliates on such date was $84,060,400. For this purpose, shares held by non-affiliates are all outstanding shares except those held by the directors and executive officers of the issuer and those held by The Ohio Valley Bank Company as trustee with respect to which The Ohio Valley Bank Company has sole or shared voting or dispositive power.

The number of common shares of the registrant outstanding as of February 28, 2025, was 4,711,001.

Documents Incorporated By Reference:

(1)	Portions of the 2024 Annual Report to Shareholders of Ohio Valley Banc Corp. (Exhibit 13) are incorporated by reference into<br> Part I, Items 1 and 2 and Part II, Items 5, 6, 7, 7A, 8 and 9A.
(2)	Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held on May 14, 2025, are incorporated by<br> reference into Part III, Items 10, 11, 12, 13 and 14.
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PART I

ITEM 1 - BUSINESS

Organizational History and Subsidiaries

Ohio Valley Banc Corp. (“Ohio Valley” or the “Company”) is an Ohio corporation registered as a financial holding company pursuant to the Bank Holding Company Act of 1956, as amended (“BHC Act”). Ohio Valley was incorporated under the laws of the State of Ohio on January 8, 1992 and began conducting business on October 23, 1992. The principal executive offices of Ohio Valley are located at 420 Third Avenue, Gallipolis, Ohio 45631. Ohio Valley’s common shares are listed on The NASDAQ Global Market under the symbol “OVBC.” Ohio Valley has one banking subsidiary, The Ohio Valley Bank Company (the “Bank”). The Bank has one wholly-owned subsidiary, Ohio Valley REO, LLC, an Ohio limited liability company (“Ohio Valley REO”), to which the Bank transfers certain real estate acquired by the Bank through foreclosure for sale by Ohio Valley REO. Ohio Valley also owns two nonbank subsidiaries, Loan Central, Inc., which engages in lending (“Loan Central”), and Ohio Valley Financial Services Agency, LLC, which is used to facilitate the receipt of commissions on insurance sold by the Bank and Loan Central (“Ohio Valley Financial Services”). Ohio Valley also owns one wholly-owned subsidiary trust formed solely to issue a trust preferred security. Ohio Valley and its subsidiaries are collectively referred to herein as the “Company.” Ohio Valley’s financial service operations are considered by management to be aggregated in one reportable segment: banking.

Interested readers can access Ohio Valley’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), through Ohio Valley’s Internet website at www.ovbc.com (this uniform resource locator, or URL, is an inactive textual reference only and is not intended to incorporate the information contained on Ohio Valley’s website into this Annual Report on Form 10-K). These reports can be accessed free of charge through a link to The NASDAQ Stock Market, LLC’s website from Ohio Valley’s website as soon as reasonably practicable after Ohio Valley electronically files such materials with, or furnishes them to, the Securities and Exchange Commission (“SEC”).

Business of Ohio Valley

As a financial holding company registered under the BHC Act, Ohio Valley’s primary business is community banking. As of December 31, 2024 and 2023, Ohio Valley’s consolidated assets approximated to $1,503,412,000 and $1,352,135,000, while total shareholders’ equity approximated to $150,328,000 and $144,007,000 for the same periods, respectively.

Ohio Valley’s financial holding company status allows it to engage in certain non-banking activities, such as securities underwriting and dealing activities, insurance agency and underwriting activities and merchant banking/equity investment activities. Ohio Valley presently has an insurance agency, Ohio Valley Financial Services, which is used to facilitate the receipt of commissions on insurance sold by the Bank and Loan Central. In July 2014, Ohio Valley formed a nonbank subsidiary, OVBC Captive, Inc. (the “Captive”), which was engaged in the business of providing commercial property and various liability insurance to the Company and related entities. However, in December 2023, Ohio Valley discontinued the Captive’s operations as a result of proposed IRS regulations that adversely affect the taxation of small captives. Management will consider opportunities to engage in additional nonbanking activities as they arise.

Business of Bank Subsidiary

A substantial portion of Ohio Valley’s revenue is derived from cash dividends paid by the Bank. The Bank presently has seventeen offices located in Ohio and West Virginia and all but one offer automatic teller machines (“ATMs”). Twelve of these offices also offer drive-up services. The Bank accounted for substantially all of Ohio Valley’s consolidated assets at December 31, 2024 and 2023.

The Bank is primarily engaged in commercial and retail banking. The Bank is a full-service financial institution offering a blend of commercial and consumer banking services within southeastern Ohio as well as western West Virginia. The banking services offered by the Bank include the acceptance of deposits in checking, savings, time and money market accounts; the making and servicing of personal and commercial loans; and the making of construction and real estate loans. The Bank also offers individual retirement accounts, safe deposit boxes, wire transfers and other standard banking products and services. As part of its lending function, the Bank offers credit card services. The Bank’s deposits are insured up to applicable limits by the Federal Deposit Insurance Corporation (“FDIC”). The Bank is also a member of the Promontory Interfinancial Network and participates in their Certificate of Deposit Account Registry program, which provides customers with the ability to secure FDIC insurance on balances in excess of the standard limitations. In addition to originating loans, the Bank invests in United States government and agency obligations, interest-bearing deposits in other financial institutions, and other investments permitted by applicable law.

The Bank began offering trust services in 1981. The trust department acts as trustee under wills, trusts and profit sharing plans, as executor and administrator of estates, and as guardian for estates of minors and incompetents. In addition, the trust department performs a variety of investment and security services where the Bank acts as an agent on behalf of the client. Trust services are available to all customers of the Bank.

The Bank also offers Internet banking to its customers, allowing customers to check personal account balances, receive information about transactions within their accounts, make transfers between accounts, stop payment on a check, and reorder checks all from their own computer. Customers may also pay bills online and can make payments to virtually any business or individual. Furthermore, the Bank offers other financial management online services, such as cash management and news updates related to repossession auctions, current rates, and general bank news.

The Bank offers Tax Refund Advance Loans (“TALs”) to Loan Central tax customers. A TAL represents a short-term loan offered by the Bank to tax preparation customers of Loan Central. After Loan Central prepares a customer’s tax return, the customer is offered the opportunity to have immediate access to a portion of the anticipated tax refund by entering into a TAL with the Bank. As part of the process, the tax customer completes a loan application and authorizes the expected tax refund to be deposited with the Bank once it is issued by the IRS. Once the Bank receives the tax refund, the refund is used to repay the TAL and Loan Central’s tax preparation fees, then the remainder of the refund is remitted to Loan Central’s tax customer.

In April 2021, the Bank formed a subsidiary, Race Day Mortgage, Inc. (“Race Day”), which served as an online-only consumer direct mortgage banking company. Race Day was created to help fill the demand for home ownership in areas beyond the Bank’s primary markets. However, in December 2023, Ohio Valley discontinued Race Day’s operations as a result of low loan demand, poor employee retention, and lack of profitability.

Business of Loan Central

Loan Central is engaged in consumer finance, offering smaller balance personal and mortgage loans generally to individuals with higher credit risk history. Loan Central’s line of business also includes seasonal tax preparation services as part of the TAL lending activity discussed above. Loan Central presently has six offices, all located within southeastern Ohio.

Business of Financial Services Subsidiaries

Ohio Valley Financial Services is a licensed insurance agency that is used to facilitate the receipt of commissions on insurance sold by the Bank and Loan Central. Ohio Valley Financial Services is licensed by the State of Ohio Department of Insurance.

Variable Interest Entities

Ohio Valley owns one special purpose entity, Ohio Valley Statutory Trust III, which has issued $8,500,000 in trust preferred securities. Ohio Valley has issued a like amount of subordinated debentures to the Trust in exchange for the proceeds of the issuance of the trust preferred securities. Ohio Valley used the proceeds to provide additional capital to the Bank to support growth. Further detail on Ohio Valley Statutory Trust III is located in Ohio Valley’s 2024 Annual Report to Shareholders under “Note J – Subordinated Debentures and Trust Preferred Securities,” in the notes to the Company’s consolidated financial statements for the fiscal year ended December 31, 2024 and 2023.

Financial Information

Financial information regarding the Company as of December 31, 2024 and 2023 and results of operations for the last two fiscal years are contained in the Company’s consolidated financial statements for the fiscal year ended December 31, 2024.

Lending Activities

The Company’s loan portfolio increased $89,925,000 to finish at $1,061,825,000 in 2024. The increase in total loans came primarily from both the Company’s residential real estate and commercial loan portfolios. The loan portfolio is comprised of commercial (commercial real estate and commercial and industrial), residential real estate and consumer loans, including credit card and home equity loans. During 2024, residential real estate loans increased $54,030,000, or 16.9%, while commercial loans increased $51,235,000, or 10.7%, partially offset by a $15,340,000, or 8.9%, decrease in consumer loans, as compared to 2023. Residential real estate loan growth was largely impacted by higher short-term adjustable-rate mortgage loan balances. Commercial loan growth was impacted primarily by an increase in new commercial real estate loan originations during 2024. The decline in consumer loans was largely impacted by decreases in automobile and other consumer loan balances during 2024. Consolidated interest and fee revenue from loans accounted for 73.02% and 73.59% of total consolidated revenues in 2024 and 2023, respectively. The Company’s market area for lending is primarily located in southeastern Ohio and portions of western West Virginia. The Company believes that there is no significant concentration of loans to borrowers engaged in the same or similar industries and does not have any loans to foreign entities.

Residential Real Estate Loans

The Company’s residential real estate loans consist primarily of one- to four-family residential mortgages and carry many of the same customer and industry risks as the commercial loan portfolio. Real estate loans to consumers are secured primarily by a first lien mortgage or deed of trust with evidence of title in favor of the Bank. The Company also requires proof of hazard insurance, required at the time of closing, with the Bank or Loan Central named as the mortgagee and as loss payee. The Company generally requires the amount of a residential real estate loan be no more than 80% of the purchase price or the appraisal value (whichever is the lesser) of the real estate securing the loan, unless private mortgage insurance is obtained by the borrower for the percentage exceeding 80%. These loans generally range from one-year adjustable to thirty-year fixed-rate mortgages. Residential real estate loans also consist of the Company’s warehouse lending activity. Warehouse lending consists of a line of credit provided by the Bank to another mortgage lender that makes loans for the purchase of one- to four-family residential real estate properties. The mortgage lender eventually sells the loans and repays the Bank. The Company’s market area for real estate lending is primarily located in southeastern Ohio and portions of western West Virginia. The Bank continues to sell a portion of its new fixed-rate real estate loan originations to the Federal Home Loan Mortgage Corporation to enhance customer service and loan pricing. Secondary market sales of these real estate loans, which have fixed rates with fifteen- to thirty-year terms, have assisted in meeting the consumer preference for long-term fixed-rate loans as well as minimized the Bank’s exposure to interest rate risk.

Commercial Loans

The Company’s commercial loan portfolio consists of loans to corporate borrowers primarily in small to mid-sized industrial and commercial companies that include service, retail and wholesale merchants. Collateral securing these loans includes equipment, inventory, stock, commercial real estate and rental property. Commercial loans are considered to have a higher level of risk compared to other types of loans (i.e., single-family residential mortgages, installment loans and credit card loans), although care is taken to minimize these risks. Numerous risk factors impact this portfolio, such as the economy, new technology, labor rates, cash flow, financial structure and asset quality. The payment experience on commercial loans is dependent on adequate cash flows from the business to service both interest and principal due. Thus, commercial loans may be more sensitive to adverse conditions in the economy generally or adverse conditions in a specific industry. The Company diversifies risk within this portfolio by closely monitoring industry concentrations and portfolios to ensure that it does not exceed established lending guidelines. Underwriting standards require a comprehensive credit analysis and independent evaluation of virtually all larger balance commercial loans prior to approval. The Bank’s loan committee will review and approve all new commercial loan originations that exceed the loan officer group’s highest lending limit according to the following thresholds: up to $1,000,000 unsecured, up to $5,000,000 secured, and up to $5,000,000 aggregate. The Executive Committee of the Bank’s Board of Directors will review and approve all new commercial loan originations that exceed the Bank’s loan committee thresholds up to the legal lending limit of the Bank.

Consumer Loans

Consumer loans are secured by automobiles, mobile homes, recreational vehicles and other personal property. Personal loans and unsecured credit card receivables are also included as consumer loans. The Company makes installment credit available to customers in their primary market area of southeastern Ohio and portions of western West Virginia. Credit approval for consumer loans requires demonstration of sufficient income to repay principal and interest due, stability of employment, a positive credit record and sufficient collateral for secured loans. The Company monitors the risk associated with these types of loans by monitoring factors such as portfolio growth, lending policies and economic conditions. Underwriting standards are continually evaluated and modified based upon these factors. A qualified compliance officer is responsible for monitoring the performance of his or her respective consumer portfolio and updating loan personnel. The Company makes credit life insurance and health and accident insurance available to all qualified borrowers, thus reducing their risk of loss when their income is terminated or interrupted. The Company reviews its respective consumer loan portfolios monthly to charge off loans which do not meet applicable standards. Credit card accounts are administered in accordance with the same standards as those applied to other consumer loans. Consumer loans generally involve more risk as to collectability than mortgage loans because of the type and nature of collateral and, in certain instances, the absence of collateral. As a result, consumer lending collections are dependent upon the borrower’s continued financial stability and are adversely affected by job loss, divorce or personal bankruptcy and by adverse economic conditions. Also included in the category of consumer loans are home equity loans. Home equity lines of credit are generally made as second mortgages and charged a variable interest rate. Home equity lines are written with ten-year terms but are reviewed annually. The Company’s consumer loans also consist of seasonal TALs offered by the Bank during the tax season.

Underwriting Standards

The Company’s underwriting guidelines and standards are updated periodically and are presented to the Board of Directors of the holding company for approval. The purposes of the standards and guidelines are to grant loans on a sound and collectible basis; to invest available funds in a safe, profitable manner; to serve the legitimate credit needs of the Company’s primary market areas; and to ensure that all loan applicants receive fair and equal treatment in the lending process. It is the intent of the underwriting guidelines and standards to: minimize losses by carefully investigating the credit history of each applicant, verify the source of repayment and the ability of the applicant to repay, collateralize those loans in which collateral is deemed to be required, exercise care in the documentation of the application, review, approval, and origination process, and administer a comprehensive loan collection program. The above guidelines are adhered to and subject to the experience, background and personal judgment of the loan officer assigned to the loan application. A loan officer may grant, with justification, a loan with variances from the underwriting guidelines and standards. However, a loan officer may not exceed his or her respective lending authority without obtaining the prior, proper approval from a superior.

Investment Activities

The Company’s investment policy stresses the management of the investment securities portfolio, which includes both securities held to maturity and securities available for sale, to maximize the return over the long-term in a manner that is consistent with good banking practices and relative safety of principal. The Company’s investment portfolio is comprised of United States Government, sponsored entity, and mortgage-backed securities, as well as obligations of state and political subdivisions. Revenues from interest and dividends on securities accounted for 7.17% and 5.59% of total consolidated revenues in 2024 and 2023, respectively. The Company currently does not engage in trading account activity.

Funding Activities

Sources of funds for loan and investment activities include “core deposits.” Core deposits include demand deposits, savings, money market, NOW accounts, and certificates of deposit less than $250,000. The Company will also utilize certificates of deposit and money market deposits from wholesale markets, when necessary, to support growth in assets. Short- and long-term advances from the Federal Home Loan Bank have also been a significant source of funding. Further funding has come from one trust preferred securities offering through Ohio Valley Statutory Trust III, totaling $8,500,000. Ohio Valley used the proceeds to provide additional capital to the Bank to support growth.

Electronic Refund Check / Electronic Refund Deposit Activities

The Company began its participation in a tax refund service in 2006 by serving as a facilitator for the clearing of tax refunds for a single tax refund product provider. An agreement between the Bank and the original provider required the Bank to process electronic refund checks ("ERCs") and electronic refund deposits ("ERDs") presented for payment on behalf of taxpayers containing taxpayer refunds. The Bank, in turn, would receive a fee paid by the provider for each transaction that was processed by the Bank. In 2015, the agreement between the Bank and the original provider, which had a term ending December 31, 2019, was assumed by MetaBank. MetaBank ceased utilizing the services of the Bank at the end of 2018, resulting in a significant decline in ERC/ERD fee income in 2019 and 2020 for the Bank. On March 10, 2020, the Bank announced that it had entered into a new agreement with a third-party to process future ERCs and ERDs. The new agreement provides that the Bank will process refunds for five tax seasons, which began with the 2021 tax season and will extend through the 2025 tax season.

Competition

Competition among providers of financial products and services continues to increase, with consumers having the opportunity to select from a growing variety of traditional and nontraditional alternatives. The principal factors of competition for the Company’s banking business are the rates of interest charged for loans, the rates of interest paid for deposits, the fees charged for services and the availability and quality of services. The market area for the Bank is concentrated primarily in the Gallia, Meigs, Jackson, Vinton, Pike and Lawrence Counties of Ohio, as well as the Mason and Cabell Counties of West Virginia. Some additional business originates from the surrounding Ohio counties of Scioto, Athens and Ross. Competition for deposits and loans comes primarily from local banks and savings associations, although some competition is also experienced from local credit unions and insurance companies. The Company also competes with non-financial institutions that offer financial products and services. Some of the Company’s competitors are not subject to the same level of regulation and oversight that is required of banks and bank holding companies. As a result, some of these competitors may have lower cost structures.

Loan Central’s market presence further strengthens the Company’s ability to compete in the Gallia, Jackson, Lawrence and Pike Counties by serving a consumer base that may not meet the Bank’s credit standards. Loan Central also operates in Scioto and Ross counties of Ohio, which are outside the Bank’s primary market area. With the exception of TALs related to Loan Central’s tax preparation activities and the Bank’s refund advance activities, the Company’s business is not seasonal, nor is it dependent upon a single or small group of customers.

Historically, larger regional institutions, with substantially greater resources, have been generating a growing market presence. Yet, in recent years, the financial industry continues to consolidate, which affects competition by eliminating some regional and local institutions, while strengthening the acquiring companies. Many financial institutions have experienced significant challenges as a result of the prior economic crisis, which resulted in bank failures and significant intervention from the United States Government.

Overall, the Company believes it is able to compete effectively in both current and newer markets. There can be no assurance, however, that our ability to market products and services successfully or to obtain adequate yield on our loans will not be impacted by the nature of the competition that now exists or may later develop.

Supervision and Regulation

The following is a summary of certain statutes and regulations affecting Ohio Valley as well as the Bank, Loan Central, and Ohio Valley Financial Services. This summary is qualified in its entirety by reference to such statutes and regulations. The regulation of financial holding companies and their subsidiaries is intended primarily for the protection of consumers, depositors, borrowers, the Deposit Insurance Fund (“DIF”) and the banking system as a whole, and not for the protection of shareholders. Applicable laws and regulations restrict permissible activities and investments and require actions to protect loan, deposit, brokerage, fiduciary and other customers, as well as the DIF. They also may restrict Ohio Valley’s ability to repurchase its common shares or to receive dividends from the Bank and impose capital adequacy and liquidity requirements.

Regulation of Financial Holding Company

Ohio Valley is subject to the requirements of the BHC Act and to the reporting requirements of, and examination and regulation by, the Board of Governors of the Federal Reserve System (“Federal Reserve Board”). The Federal Reserve Board has extensive enforcement authority over bank holding companies, including, among other things, the ability to assess civil money penalties, issue cease and desist or removal orders, and require that a bank holding company divest subsidiaries (including its banking subsidiaries). In general, the Federal Reserve Board may initiate enforcement action for violations of laws and regulations and unsafe or unsound practices.

A bank holding company is required to serve as a source of financial strength to each subsidiary bank and to commit resources to support those subsidiary banks. The Federal Reserve Board may require a bank holding company to contribute additional capital to an undercapitalized subsidiary bank and may disapprove of the payment of dividends to the shareholders of the bank holding company if the Federal Reserve Board believes the payment would be an unsafe or unsound practice. The Federal Reserve Board also requires bank holding companies to provide advance notification of planned dividends under certain circumstances.

The BHC Act requires the prior approval of the Federal Reserve Board in any case where a bank holding company proposes to:

•	acquire direct or indirect ownership or control of more than 5% of the voting shares of any bank that is not already majority-owned by it;
•	acquire all or substantially all of the assets of another bank or bank holding company; or
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•	merge or consolidate with any other bank holding company.
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Holding Company Activities

Ohio Valley is a financial holding company, which permits it to engage in activities beyond those permitted for traditional bank holding companies. A qualifying bank holding company may elect to become a financial holding company and thereby affiliate with securities firms and insurance companies and engage in other activities that are financial in nature and not otherwise permissible for a bank holding company, if: (i) the holding company is "well managed" and "well capitalized" and (ii) each of its subsidiary banks (a) is well capitalized under the Federal Deposit Insurance Corporation Improvement Act of 1991 prompt corrective action provisions, (b) is well managed, and (c) has at least a "satisfactory" rating under the Community Reinvestment Act of 1977, as amended (“CRA”). No regulatory approval is required for a financial holding company to acquire a company, other than a bank or savings association, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the Federal Reserve Board.

Financial holding companies may engage in a wide variety of financial activities, including any activity that the Federal Reserve Board and the Treasury Department consider financial in nature or incidental to financial activities, and any activity that the Federal Reserve Board determines complementary to a financial activity and which does not pose a substantial safety and soundness risk. These activities include securities underwriting, dealing, and market making activities, sponsoring mutual funds and investment companies, insurance and underwriting activities and merchant banking activities. Because it has authority to engage in a broad array of financial activities, a financial holding company may have several affiliates that are functionally regulated by financial regulators other than the Federal Reserve Board, such as the SEC and state insurance regulators.

If a financial holding company or a subsidiary bank fails to meet the requirements for the holding company to remain a financial holding company, the financial holding company must enter into a written agreement with the Federal Reserve Board within 45 days to comply with all applicable capital and management requirements. Until the Federal Reserve Board determines that the holding company and its subsidiary banks meet the requirements, the Federal Reserve Board may impose additional limitations or conditions on the conduct or activities of the financial holding company or any affiliate that the Federal Reserve Board finds to be appropriate or consistent with federal banking laws. If the deficiencies are not corrected within 180 days, the financial holding company may be required to divest ownership or control of all banking subsidiaries. If restrictions are imposed on the activities of the holding company, such restrictions may not be made publicly available pursuant to confidentiality regulations of the banking regulators.

Loan Central is supervised and regulated by the Ohio Department of Commerce, Division of Financial Institutions (“ODFI”). Ohio Valley Financial Services is supervised and regulated by the Ohio Department of Insurance. The insurance laws and regulations applicable to insurance agencies, including Ohio Valley Financial Services, require education and licensing of individual agents and agencies, require reports and impose business conduct rules.

Economic Growth, Regulatory Relief and Consumer Protection Act

On May 25, 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (“Regulatory Relief Act”) was enacted, which repealed or modified certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (“Dodd-Frank Act”), and eased regulations on all but the largest banks (those with consolidated assets in excess of $250 billion). Bank holding companies with consolidated assets of less than $100 billion, including Ohio Valley, are no longer subject to enhanced prudential standards. The Regulatory Relief Act also relieves bank holding companies and banks with consolidated assets of less than $100 billion, including Ohio Valley, from certain record-keeping, reporting and disclosure requirements. Certain other regulatory requirements applied only to banks with assets in excess of $50 billion and so did not apply to the Company even before the enactment of the Regulatory Relief Act.

Regulation of Ohio State Chartered Banks

As an Ohio state-chartered bank that is a member of the Federal Reserve Bank of Cleveland (“FRB”), the Bank is supervised and regulated primarily by the ODFI and the Federal Reserve Board. The Bank is also subject to the regulations of the Consumer Financial Protection Bureau (“CFPB”), which has broad authority to adopt and enforce consumer protection regulations.

The Bank’s deposits are insured up to applicable limits by the FDIC, and the Bank is subject to the applicable provisions of the Federal Deposit Insurance Act (“FDIA”) and certain regulations of the FDIC.

Various requirements and restrictions under the laws of the United States, the State of Ohio and the State of West Virginia affect the operations of the Bank, including requirements to maintain reserves against deposits, restrictions on the nature and amount of loans that may be made and the interest that may be charged thereon, restrictions relating to investments and other activities, limitations on credit exposure to correspondent banks, limitations on activities based on capital and surplus, limitations on payment of dividends, limitations on branching and increasingly extensive consumer protection laws and regulations.

Consumer Protection Laws and Regulations

Banks are subject to regular examination to ensure compliance with federal statutes and regulations applicable to their business, including consumer protection statutes and implementing regulations. The Dodd-Frank Act established the CFPB, which has extensive regulatory and enforcement powers over consumer financial products and services. The CFPB has adopted numerous rules with respect to consumer protection laws and has commenced related enforcement actions. The following are just a few of the consumer protection laws applicable to the Bank:

•	Community Reinvestment Act of 1977: imposes a continuing and affirmative obligation to fulfill the credit needs of its<br> entire community, including low- and moderate-income neighborhoods.
•	Equal Credit Opportunity Act: prohibits discrimination in any credit transaction on the basis of any of various criteria.
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•	Truth in Lending Act: requires that credit terms are disclosed in a manner that permits a consumer to understand and<br> compare credit terms more readily and knowledgeably.
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•	Fair Housing Act: makes it unlawful for a lender to discriminate in its housing-related lending activities against any<br> person on the basis of any of certain criteria.
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•	Home Mortgage Disclosure Act: requires financial institutions to collect data that enables regulatory agencies to<br> determine whether the financial institutions are serving the housing credit needs of the communities in which they are located.
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•	Real Estate Settlement Procedures Act: requires that lenders provide borrowers with disclosures regarding the nature and<br> cost of real estate settlements and prohibits abusive practices that increase borrowers’ costs.
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•	Privacy provisions of the Gramm-Leach-Bliley Act: requires financial institutions to establish policies and procedures to<br> restrict the sharing of non-public customer data with non-affiliated parties and to protect customer information from unauthorized access.
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The banking regulators also use their authority under the Federal Trade Commission Act to take supervisory or enforcement action with respect to unfair or deceptive acts or practices by banks that may not necessarily fall within the scope of specific banking or consumer finance law.

On July 22, 2020, the CFPB issued a final small dollar loan rule related to payday, vehicle title and certain high cost installment loans (the “Small Dollar Rule”) that modified a former rule that was issued in November 2013. Specifically, the Small Dollar Rule revokes provisions contained in the 2013 rule that: (i) provide that it is an unfair and abusive practice for a lender to make a covered short-term or longer-term balloon-payment loan, including payday and vehicle title loans, without reasonably determining that consumers have the ability to repay those loans according to their terms; (ii) prescribe mandatory underwriting requirements for making the ability-to-repay determination; (iii) exempt certain loans from mandatory underwriting requirements; and (iv) establish related definitions, reporting, and recordkeeping requirements. The compliance date of the Small Dollar Rule is March 30, 2025.

Further, the federal bank regulatory agencies issued interagency guidance on May 20, 2020, to encourage banks, savings associations, and credit unions to offer responsible small-dollar loans to customers for consumer and small business purposes. The Small Dollar Rule did not have a material effect on Ohio Valley’s financial condition or results of operations on a consolidated basis in 2024 and 2023.

Federal Reserve System

The Federal Reserve Board requires all depository institutions to maintain reserves at specified levels against their transaction accounts, primarily checking accounts. In response to the COVID-19 pandemic, the Federal Reserve Board reduced reserve requirement ratios to 0% effective on March 26, 2020, to support lending to households and businesses. The reserve requirement ratio remained at 0% as of December 31, 2024.

Capital Requirements

Financial institutions and their holding companies are required to maintain capital as a way of absorbing losses that can, as well as losses that cannot, be predicted. The Federal Reserve Board has adopted risk-based capital guidelines for financial holding companies as well as state banks that are members of a Federal Reserve Bank. The Office of the Comptroller of the Currency (“OCC”) and the FDIC have adopted risk-based capital guidelines for national banks and state non-member banks, respectively. The guidelines provide a systematic analytical framework which makes regulatory capital requirements sensitive to differences in risk profiles among banking organizations, takes off-balance sheet exposures expressly into account in evaluating capital adequacy and incentivizes holding liquid, low-risk assets. Capital levels as measured by these standards are also used to categorize financial institutions for purposes of certain prompt corrective action regulatory provisions.

Capital rules applicable to smaller banking organizations (the “Basel III Capital Rules”), which also implement certain of the provisions of the Dodd-Frank Act, became effective commencing on January 1, 2015. Compliance with the new minimum capital requirements was required effective January 1, 2015, while a new capital conservation buffer and deductions from common equity capital phased in from January 1, 2016, through January 1, 2019, and most deductions from common equity tier 1 capital phased in from January 1, 2015, through January 1, 2019.

The Basel III Capital Rules include (i) a minimum common equity tier 1 capital ratio of 4.5%, (ii) a minimum tier 1 capital ratio of 6.0%, (iii) a minimum total risk-based capital ratio of 8.0%, and (iv) a minimum tier 1 leverage ratio of 4.0%.

Common equity for the common equity tier 1 capital ratio includes common stock (plus related surplus) and retained earnings, plus limited amounts of minority interests in the form of common stock, less the majority of certain regulatory deductions.

Tier 1 capital includes common equity as defined for the common equity tier 1 capital ratio, plus certain non-cumulative preferred stock and related surplus, cumulative preferred stock and related surplus and trust preferred securities that have been grandfathered (but which are not otherwise permitted), and limited amounts of minority interests in the form of additional tier 1 capital instruments, less certain deductions.

Tier 2 capital, which can be included in the total capital ratio, includes certain capital instruments (such as subordinated debt) and limited amounts of the allowance for credit losses, subject to specified eligibility criteria, less applicable deductions.

The deductions from common equity tier 1 capital include goodwill and other intangibles, certain deferred tax assets, mortgage-servicing assets above certain levels, gains on sale in connection with a securitization, investments in a banking organization’s own capital instruments and investments in the capital of unconsolidated financial institutions (above certain levels).

Under the guidelines, capital is compared to the relative risk included in the balance sheet. To derive the risk included in the balance sheet, one of several risk weights is applied to different balance sheet and off-balance sheet assets, primarily based on the relative credit risk of the counterparty. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

The Basel III Capital Rules also place restrictions on the payment of capital distributions, including dividends, and certain discretionary bonus payments to executive officers if the company does not hold a capital conservation buffer of greater than 2.5% composed of common equity tier 1 capital above its minimum risk-based capital requirements, or if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% at the beginning of the quarter.

In December 2019, the federal banking agencies issued a final rule to address regulatory treatment of credit loss allowances under CECL. The rule revised the federal banking agencies’ regulatory capital rules to identify which credit loss allowances under the CECL model are eligible for inclusion in regulatory capital and to provide banking organizations the option to phase in over three years the day-one adverse effects on regulatory capital that may result from the adoption of the CECL model. Concurrent with the enactment of the CARES Act, federal banking agencies issued an interim final rule that delayed the estimated impact on regulatory capital resulting from the adoption of CECL. The interim final rule provided banking organizations that implemented CECL prior to the end of 2020 the option to delay for two years the estimated impact of CECL on regulatory capital relative to regulatory capital determined under the prior incurred loss methodology, followed by a three-year transition period to phase out the aggregate amount of capital benefit provided during the initial two-year delay. On August 26, 2020, the federal banking agencies issued a final rule that made certain technical changes to the interim final rule, including expanding the pool of eligible institutions. The changes in the final rule applied only to those banking organizations that elected the CECL transition relief provided for under the rule. The Company adopted the CECL model effective January 1, 2023.

Federal banking regulators have established regulations governing prompt corrective action to resolve capital deficient banks. Under these regulations, institutions that become undercapitalized become subject to mandatory regulatory scrutiny and limitations, which increase as capital continues to decrease. Each such institution is also required to file a capital plan with its primary federal regulator, and its holding company must guarantee the capital shortfall up to 5% of the assets of the capital deficient institution at the time it becomes undercapitalized.

In accordance with the Basel III Capital Rules, in order to be “well-capitalized” under the prompt corrective action guidelines, a bank must have a common equity tier 1 capital ratio of at least 6.5%, a total risk-based capital ratio of at least 10.0%, a tier 1 risk-based capital ratio of at least 8.0% and a leverage ratio of at least 5.0%, and the bank must not be subject to any written agreement, order, capital directive or prompt corrective action directive to meet and maintain a specific capital level or any capital measure. At December 31, 2024, the Bank met the capital ratio requirements to be deemed “well-capitalized” according to the guidelines described above.

A bank with a capital level that might qualify for well capitalized or adequately capitalized status may nevertheless be treated as though the bank is in the next lower capital category if the bank’s primary federal banking supervisory authority determines that an unsafe or unsound condition or practice warrants that treatment. A bank’s operations can be significantly affected by its capital classification under the prompt corrective action rules. For example, a bank that is not well capitalized generally is prohibited from accepting brokered deposits and offering interest rates on deposits higher than the prevailing rate in its market without advance regulatory approval. These deposit-funding limitations can have an adverse effect on the bank’s liquidity. At each successively lower capital category, an insured depository institution is subject to additional restrictions. Undercapitalized banks are required to take specified actions to increase their capital or otherwise decrease the risks to the DIF. Bank regulatory agencies generally are required to appoint a receiver or conservator within 90 days after a bank becomes critically undercapitalized with a leverage ratio of less than 2.0%. The FDIA provides that a federal bank regulatory authority may require a bank holding company to divest itself of an undercapitalized bank subsidiary if the agency determines that divestiture will improve the bank’s financial condition and prospects.

Regulations of the Federal Reserve Board generally require a financial holding company to maintain total risk-based capital of 10.0% and tier 1 risk-based capital of 6.0%. If, however, a bank holding company satisfies the requirements of the Federal Reserve Board’s Small Bank Holding Company and Small Savings and Loan Holding Company Policy Statement (the “SBHCP”), the holding company is not required to meet the consolidated capital requirements. As amended effective in September 2018, the SBHCP requires that the holding company have assets of less than $3 billion, that it meet certain qualitative requirements, and that all of the holding company’s bank subsidiaries meet all bank capital requirements. As of December 31, 2024, Ohio Valley was deemed to meet the SBHCP requirements and so was not required to meet consolidated capital requirements at the holding company level.

Limits on Dividends

The ability of a bank holding company to obtain funds for the payment of dividends and for other cash requirements is largely dependent on the amount of dividends that may be declared by its subsidiary banks and other subsidiaries. The Federal Reserve Board also expects Ohio Valley to serve as a source of strength to the Bank, which may require it to retain capital for further investments in the Bank, rather than for dividends for shareholders of Ohio Valley. The Bank may not pay dividends to Ohio Valley if, after paying such dividends, it would fail to meet the required capital levels. Dividends are also subject to limitations if the Company or the Bank fails to hold the required capital conservation buffer. The Bank must have the approval of its regulatory authorities if a dividend in any year would cause the total dividends for that year to exceed the sum of its current year’s net profits and retained net profits for the preceding two years, less required transfers to surplus. Under Ohio law, the Bank may pay a dividend from surplus only with the approval of its shareholders and the approval of the Superintendent of Financial Institutions. Payment of dividends by the Bank may be restricted at any time at the discretion of its regulatory authorities, if they deem such dividends to constitute an unsafe and/or unsound banking practice or if necessary to maintain adequate capital for the Bank. These provisions could have the effect of limiting Ohio Valley’s ability to pay dividends on its outstanding common shares.

In addition, Federal Reserve Board policy requires Ohio Valley to provide notice to the FRB in advance of the payment of a dividend to Ohio Valley’s shareholders under certain circumstances, and the FRB may disapprove of such dividend payment if the FRB determines the payment would be an unsafe or unsound practice.

Dividend restrictions are also listed within the provisions of Ohio Valley’s trust preferred security arrangements. Under the provisions of these agreements, the interest payable on the trust preferred securities is deferred for up to five years and any such deferral would not be considered a default. During any period of deferral, Ohio Valley would be precluded from declaring or paying dividends to its shareholders or repurchasing any of its common stock.

Deposit Insurance Assessments

The FDIC is an independent federal agency which insures deposits, up to prescribed statutory limits, of federally-insured banks and savings associations and safeguards the safety and soundness of the financial institution industry. The deposits of the Bank are insured up to statutorily prescribed limits by the FDIC, generally up to a maximum of $250,000 per separately insured depositor.

As insurer, the FDIC is authorized to conduct examinations of and to require reporting by insured institutions, including the Bank, to prohibit any insured institution from engaging in any activity the FDIC determines by regulation or order to pose a threat to the DIF, and to take enforcement actions against insured institutions. The FDIC may terminate insurance of deposits of any institution if it finds that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC or other regulatory agency.

The FDIA requires the FDIC's Board of Directors to set a target or Designated Reserve Ratio (“DRR”) for the DIF annually. The DRR is the total of the DIF divided by the total estimated insured deposits of the industry. Under the long-range plan, the FDIC set the DRR at 2.0% and set a schedule of assessment rates that would progressively decrease when the DRR reached 2.0% and 2.5%. The FDIC views the 2.0% DRR as a long-term goal and the minimum level needed to withstand future crises of the magnitude of past crises. Extraordinary growth in insured deposits during the first and second quarters of 2020 caused the DRR to decline below the statutory minimum of 1.35% as of June 30, 2020. In September 2020, the FDIC Board of Directors (“FDIC Board”) adopted a restoration plan to restore the DRR to at least 1.35% by 2028, absent extraordinary circumstances, as required by the FDIA. The restoration plan maintained the assessment rate schedules in place at the time and required the FDIC to update its analysis and projections for the DIF balance and DRR at least semiannually. In the semiannual update for the restoration plan in June 2022, the FDIC projected that the DRR was at risk of not reaching the statutory minimum of 1.35% by September 30, 2028, the statutory deadline to restore the DRR. Based on this update, the FDIC Board approved an amended restoration plan, and concurrently proposed an increase in initial base deposit insurance assessment rate schedules uniformly by two basis points, applicable to all insured depository institutions. In October 2022, the FDIC Board finalized the increase with an effective date of January 1, 2023, applicable to the first quarterly assessment period of 2023. The revised assessment rate schedules are intended to increase the likelihood that the DRR reaches the statutory minimum level of 1.35% by September 30, 2028. In the FDIC’s most recent semiannual update for the amended restoration plan in October 2024, the FDIC noted the reserve ratio increased 6 basis points from 1.15% as of December 31, 2023, to 1.21% as of June 30, 2024. The FDIC staff projected that the reserve ratio remains on track to reach the statutory minimum of 1.35% ahead of the deadline of September 30, 2028. As a result, the FDIC staff recommended no changes to the amended restoration plan and all scheduled assessment rates were maintained.

Insurance of deposits may be terminated by the FDIC upon a finding that the insured institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition enacted or imposed by the bank's regulatory agency. Notice would be given to all depositors before the deposit insurance was terminated.

Community Reinvestment Act

The CRA requires depository institutions to assist in meeting the credit needs of their market areas consistent with safe and sound banking practice. Under the CRA, each depository institution is required to help meet the credit needs of its market areas by, among other things, providing credit or other financial assistance to low and moderate-income individuals and communities. Depository institutions are periodically examined for compliance with the CRA. As of its most recent evaluation, the Bank was assigned an overall CRA rating of “Outstanding.”

On October 24, 2023, the federal banking agencies, including the Federal Reserve Board, issued a final rule designed to strengthen and modernize the regulations implementing the CRA. The changes are designed to encourage banks to expand access to credit, investment and banking services in low- and moderate-income communities, adapt to changes in the banking industry, including mobile and internet banking, provide greater clarity and consistency in the application of the CRA regulations, and tailor CRA evaluations and data collection to bank size and type. The applicability date for the majority of the changes to the CRA regulations is January 1, 2026, and additional requirements will be applicable on January 1, 2027. Ohio Valley cannot predict the impact the changes to the CRA will have on its operations at this time.

Customer Privacy Protections

The Bank is subject to regulations limiting the ability of financial institutions to disclose non-public information about consumers to nonaffiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a nonaffiliated party.

Patriot Act

The Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorist Act of 2001, as amended (the “Patriot Act”), and related regulations require regulated financial institutions to establish a program specifying procedures for obtaining identifying information from customers seeking to open new accounts and establish enhanced due diligence policies, procedures and controls designed to detect and report suspicious activity.

The Anti-Money Laundering Act of 2020 (the “AMLA”), which amends the Bank Secrecy Act of 1970 (the “BSA”), was enacted in January 2021. The AMLA is intended to be a comprehensive reform and modernization to U.S. bank secrecy and anti-money laundering laws. Among other things, it codifies a risk-based approach to anti-money laundering compliance for financial institutions; requires the development of standards for evaluating technology and internal processes for BSA compliance; expands enforcement-related and investigation-related authority, including increasing available sanctions for certain BSA violations and instituting BSA whistleblower initiatives and protections.

The Company has established policies and procedures to comply with the requirements of the Patriot Act and the AMLA.

Office of Foreign Assets Control Regulation

The United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) administers and enforces economic and trade sanctions against targeted foreign countries and regimes, under authority of various laws, including designated foreign countries, nationals and others. OFAC publishes lists of specially designated targets and countries. Ohio Valley is responsible for, among other things, blocking accounts of, and transactions with, such targets and countries, prohibiting unlicensed trade and financial transactions with them and reporting blocked transactions after their occurrence. Failure to comply with these sanctions could have serious financial, legal and reputational consequences, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required. Regulatory authorities have imposed cease and desist orders and civil money penalties against institutions found to be violating these obligations.

Cybersecurity

In March 2015, federal regulators issued two related statements regarding cybersecurity. One statement indicates that financial institutions should design multiple layers of security controls to establish several lines of defense and to ensure that their risk management processes also address the risks posed by compromised customer credentials, including security measures to reliably authenticate customers accessing Internet-based services of the financial institution. The other statement indicates that a financial institution’s management is expected to maintain sufficient business continuity planning processes to ensure the rapid recovery, resumption and maintenance of the financial institution’s operations after a cyber-attack involving destructive malware. A financial institution is also expected to develop appropriate processes to enable recovery of data and business operations and address rebuilding network capabilities and restoring data if the financial institution or its critical service providers fall victim to this type of cyber-attack. If Ohio Valley fails to observe the regulatory guidance, it could be subject to various regulatory sanctions, including financial penalties.

In February 2018, the SEC published interpretive guidance to assist public companies in preparing disclosures about cybersecurity risks and incidents. These SEC guidelines, and any other regulatory guidance, are in addition to notification and disclosure requirements under state and federal banking law and regulations.

In November 2021, federal banking agencies issued a final rule that became effective in May 2022 requiring banking organizations that experience a cybersecurity incident to notify certain entities. A cybersecurity incident occurs when actual or potential harm to the confidentiality, integrity, or availability of information or an information system occurs, or there is a violation or imminent threat of a violation to banking security policies and procedures. The affected bank must notify its respective federal regulator of the cybersecurity incident as soon as possible and no later than 36 hours after the bank determines a cybersecurity incident that rises to the level of a notification incident has occurred. These notifications are intended to promote early awareness of threats to banking organizations and will help banks react to those threats before they manifest into larger incidents. This rule also requires bank service providers to notify their bank organization customers of a cybersecurity incident that has caused, or is reasonably likely to cause, a material service disruption or degradation for four or more hours.

Furthermore, once final rules are adopted, the Cyber Incident Reporting for Critical Infrastructure Act, enacted in March 2022, will require certain covered entities to report a covered cyber incident to the U.S. Department of Homeland Security’s Cybersecurity & Infrastructure Security Agency (“CISA”) within 72 hours after it reasonably believes an incident has occurred. Separate reporting to CISA will also be required within 24 hours, if a ransom payment is made as a result of a ransomware attack.

On July 26, 2023, the SEC adopted final rules that require public companies to promptly disclose material cybersecurity incidents in a Current Report on Form 8-K and detailed information regarding their cybersecurity risk management, strategy, and governance on an annual basis in an Annual Report on Form 10-K. Companies are required to report on Form 8-K any cybersecurity incident they determine to be material within four business days of making that determination. See Item 1C “Cybersecurity” in Part I of this Annual Report on Form 10-K. These SEC rules, and any other regulatory guidance, are in addition to notification and disclosure requirements under state and federal banking law and regulations.

State regulators have also been increasingly active in implementing privacy and cybersecurity standards and regulations. Recently, several states have adopted regulations requiring certain financial institutions to implement cybersecurity programs and providing detailed requirements with respect to these programs, including data encryption requirements. Many states have also recently implemented or modified their data breach notification and data privacy requirements. Ohio Valley expects this trend of state-level activity in those areas to continue and is continually monitoring developments in the states in which our customers are located.

Executive and Incentive Compensation

Following the adoption of additional listing requirements in 2023 to comply with the Dodd-Frank Act and rules adopted by the SEC in October 2022, public companies are now required to adopt and implement “clawback” procedures policies for incentive compensation payments and to disclose the details of the procedures which allow recovery of incentive compensation that was paid on the basis of erroneous financial information necessitating an accounting restatement due to material noncompliance with financial reporting requirements. This clawback policy is intended to apply to compensation paid within the three completed fiscal years immediately preceding the date the issuer is required to prepare a restatement a three-year look-back window of the restatement and would cover all executives (including former executives) who received incentive awards. The Company adopted its clawback policy in September 2023, which is listed as Exhibit 97 and is titled “Ohio Valley Banc Corp. Policy for the Recovery of Erroneously Awarded Compensation.”

Employees

As of December 31, 2024, Ohio Valley and its subsidiaries had approximately 271 employees and officers and 260 full-time equivalent employees and officers. Management considers its relationship with its employees and officers to be good.

Other Information

The Bank and Loan Central may be required to make capital expenditures related to properties which they may acquire through foreclosure proceedings in the future. However, the amount of such capital expenditures, if any, is not currently determinable.

Statistical Disclosure

The following section contains certain financial disclosures relating to Ohio Valley as required under the SEC’s Subpart 1400 of Regulation S-K, “Disclosure by Bank and Savings and Loan Registrants,” or a specific reference as to the location of the required disclosures in Ohio Valley’s 2024 Annual Report to Shareholders, which are incorporated herein by reference.

DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS’ EQUITY; INTEREST RATES AND INTEREST

      DIFFERENTIAL

A. & B.	The average balance sheet information and the related analysis of net interest earnings for the years ended December 31, 2024 and 2023 are incorporated herein by<br> reference to the information appearing under the caption “Table I – Consolidated Average Balance Sheet & Analysis of Net Interest Income,” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations”<br> located in Ohio Valley’s 2024 Annual Report to Shareholders.
C.	Tables setting forth the effect of volume and rate changes on interest income and expense for the years ended December 31, 2024 and 2023 are incorporated herein by<br> reference to the information appearing under the caption “Table II - Rate Volume Analysis of Changes in Interest Income & Expense,” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located<br> in Ohio Valley’s 2024 Annual Report to Shareholders.
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A. & B.

The average balance sheet information and the related analysis of net interest earnings for the years ended December 31, 2024 and 2023 are incorporated herein by reference to the information appearing under the caption “Table I – Consolidated Average Balance Sheet & Analysis of Net Interest Income,” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located in Ohio Valley’s 2024 Annual Report to Shareholders.

Tables setting forth the effect of volume and rate changes on interest income and expense for the years ended December 31, 2024 and 2023 are incorporated herein by reference to the information appearing under the caption “Table II - Rate Volume Analysis of Changes in Interest Income & Expense,” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located in Ohio Valley’s 2024 Annual Report to Shareholders.

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INVESTMENT PORTFOLIO

A.	Information required by this item is incorporated herein by reference to the information appearing under the caption “Table III - Securities,” within “Management’s<br> Discussion and Analysis of Financial Condition and Results of Operations” located in Ohio Valley’s 2024 Annual Report to Shareholders
B.	Excluding obligations of the United States Government and its agencies, no concentration of securities exists of any issuer that is greater than 10% of shareholders’<br> equity of Ohio Valley.
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LOAN PORTFOLIO

Maturities and Sensitivities of Loans to Changes in Interest Rates - Information required by this item is incorporated herein by reference to the information appearing under the caption “Table V - Maturity and Repricing Data of Loans,” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located in Ohio Valley’s 2024 Annual Report to Shareholders.

ALLOWANCE FOR CREDIT LOSSES

A.&B.

Discussion of factors that influenced management in determining the amount of additions charged to provision expense is incorporated herein by reference to the information appearing under the captions “Provision Expense” and “Allowance for Credit Losses” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located in Ohio Valley’s 2024 Annual Report to Shareholders.

Allocation of the Allowance for Credit Losses - Information required by this item is incorporated herein by reference to the information appearing under the caption “Table VI - Allocation of the Allowance for Credit Losses,” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located in Ohio Valley’s 2024 Annual Report to Shareholders.

Credit ratios – Information required by this item is incorporated herein by reference to the information appearing under the caption “Table VII – Credit Ratios,” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located in Ohio Valley’s 2024 Annual Report to Shareholders.

DEPOSITS

A.	Deposit Summary - Information required by this item is incorporated herein by reference to the information appearing under the caption “Table I - Consolidated Average<br> Balance Sheet & Analysis of Net Interest Income,” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located in Ohio Valley’s 2024 Annual Report to Shareholders.
C.&D.	Foreign Deposits - There were no foreign deposits outstanding at December 31, 2024 or 2023.
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E.	Uninsured Deposits – Uninsured deposits were estimated at $504,903 and $366,649 at December 31, 2024 and December 31, 2023, respectively.
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F.	Schedule of Maturities - The following table provides the uninsured portion of time deposits at December 31, 2024, with a maturity of:
December 31, 2024			Over		Over
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(dollars in thousands)	3 months		3 through		6 through		Over
	or less		6 months		12 months		12 months
Total uninsured time deposits	$	25,809	$	25,745	$	25,481	$	4,881

ITEM 1A – RISK FACTORS

Cautionary Statement Regarding Forward-Looking Information

Certain statements contained in this report and other publicly available documents incorporated herein by reference constitute "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934 and as defined in the Private Securities Litigation Reform Act of 1995. Such statements are often, but not always, identified by the use of such words as “believes,” “anticipates,” “expects,” “intends,” “plan,” “goal,” “seek,” “project,” “estimate,” “strategy,” “future,” “likely,” “may,” “should,” “will,” and similar expressions. Such statements involve various important assumptions, risks, uncertainties, and other factors, many of which are beyond our control, particularly with regard to developments related to the current economic and geopolitical landscape, and which could cause actual results to differ materially from those expressed in such forward looking statements. These factors include, but are not limited to: the effects of fluctuating interest rates on our customers’ operations and financial condition; changes in political, economic or other factors, such as inflation rates, recessionary or expansive trends, taxes, the effects of implementation of legislation and the continuing economic uncertainty in various parts of the world; competitive pressures; the level of defaults and prepayment on loans made by the Company; unanticipated litigation, claims, or assessments; fluctuations in the cost of obtaining funds to make loans; and regulatory changes.

Forward-looking statements involve risks and uncertainties. Actual results may differ materially from those predicted by the forward-looking statements because of various factors and possible events, including those factors identified below. There is also the risk that Ohio Valley’s management or Board of Directors incorrectly analyzes these risks and forces, or that the strategies Ohio Valley develops to address them are unsuccessful.

Forward-looking statements speak only as of the date on which they are made. Readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. The Company undertakes no obligation and disclaims any intention to republish revised or updated forward looking statements, whether as a result of new information, unanticipated future events or otherwise. All subsequent written and oral forward-looking statements attributable to Ohio Valley or any person acting on our behalf are qualified in their entirety by the following cautionary statements.

The following are certain risks that management believes are specific to our business. This should not be viewed as an all-inclusive list of risks or as presenting the risk factors listed in any particular order.

Risks Related to Economic, Political and Market Conditions

Economic, political and market risks could adversely affect our earnings and capital through declines in loan demand, quality of investment securities, our borrowers’ ability to repay loans, the value of the collateral securing our loans, and deposits.

Our success depends, to a certain extent, upon local and national economic and political conditions, as well as governmental fiscal and monetary policies. Inflation, recession, unemployment, changes in interest rates, fiscal and monetary policy, tariffs, a United States withdrawal from a significant renegotiation of trade agreements, trade wars, and other factors beyond our control may adversely affect our deposit levels and composition, the quality of our assets including investment securities available for purchase, and the demand for loans, which, in turn, may adversely affect our earnings and capital. Recent political developments have resulted in substantial changes in economic and political conditions for the United States and the remainder of the world. Adverse changes in the economy may also have a negative effect on the ability of our borrowers to make timely repayments of their loans, which would have an adverse impact on our earnings and cash flows.

In addition, consistent with our community banking philosophy, substantially all of our loans are to individuals and businesses in Ohio and West Virginia. Therefore, our local and regional economies have a direct impact on our ability to generate deposits to support loan growth, the demand for loans, the ability of borrowers to repay loans, the value of collateral securing our loans (particularly loans secured by real estate), and our ability to collect, liquidate and restructure problem loans. Consequently, any decline in the economy of this market area could have a material adverse effect on our financial condition and results of operations. We are less able than larger financial institutions to spread risks of unfavorable local economic conditions across a large number of diversified economies.

Our earnings are significantly affected by the fiscal and monetary policies of the United States Government and its agencies, sometimes adversely.

The policies of the Federal Reserve Board impact us significantly, especially given the current economic and geopolitical landscape. The Federal Reserve Board regulates the supply of money and credit in the United States. Its policies directly and indirectly influence the rate of interest earned on loans and paid on borrowings and interest-bearing deposits and can also affect the value of financial instruments we hold. Those policies determine to a significant extent our cost of funds for lending and investing. Changes in those policies are beyond our control and are difficult to predict. Federal Reserve Board policies can also affect our borrowers, potentially increasing the risk that they may fail to repay their loans. For example, a tightening of the money supply by the Federal Reserve Board could reduce the demand for a borrower’s products and services. This could adversely affect the borrower’s earnings and ability to repay its loan, which could have a material adverse effect on our financial condition and results of operations.

Changes in interest rates could have a material adverse effect on our financial condition and results of operations.

Our earnings depend substantially on our interest rate spread, which is the difference between (i) the rates we earn on loans, securities and other earning assets and (ii) the interest rates we pay on deposits and other borrowings. These rates are highly sensitive to many factors beyond our control, including general economic conditions and the policies of various governmental and regulatory authorities (in particular, the Federal Reserve Board). While we have taken measures intended to manage the risks of operating in a changing interest rate environment, there can be no assurance that such measures will be effective in avoiding undue interest rate risk. As market interest rates rise, we will have competitive pressures to increase the rates we pay on deposits, which will result in a decrease of our net interest income and could have a material adverse effect on our financial condition and results of operations.

In addition to the effect of changes in interest rates on our interest rate spread, changes in interest rates may negatively affect the ability of our borrowers to repay their loans, particularly as interest rates have been rising and adjustable-rate debt becomes more expensive. Increased defaults on loans could have a material adverse effect on our financial condition, results of operations and cash flows.

Adverse changes in the financial markets may adversely impact our results of operations.

The capital and credit markets have been experiencing unprecedented levels of volatility in recent years. While we

      generally invest in securities with limited credit risk, certain investment securities we hold possess higher credit risk since they represent beneficial interests in structured investments collateralized by residential mortgages.  Regardless of the level of credit risk, all investment securities are subject to changes in market value due to changing interest rates and
      implied credit spreads.

Structured investments have at times been subject to significant market volatility due to the uncertainty of credit ratings, deterioration in credit losses occurring within certain types of residential mortgages, changes in prepayments of the underlying collateral and the lack of transparency related to the investment structures and the collateral underlying the structured investment vehicles.

A default by another larger financial institution could adversely affect financial markets generally.

Many financial institutions and their related operations are closely intertwined, and the soundness of such financial institutions may, to some degree, be interdependent. As a result, concerns about, or a default or threatened default by, one institution could lead to significant market-wide liquidity and credit problems, losses or defaults by other institutions. This “systemic risk” may adversely affect our business.

Risks Related to Our Business

We operate in an extremely competitive market, and our business will suffer if we are unable to compete effectively.

In our market area, we encounter significant competition from other commercial banks, savings and loan associations, credit unions, mortgage banking firms, consumer finance companies, securities brokerage firms, insurance companies, money market mutual funds and other financial institutions. The increasingly competitive environment is a result primarily of changes in regulation, changes in technology and product delivery systems and the accelerating pace of consolidation among financial service providers. Many of our competitors have substantially greater resources and lending limits than we do and may offer services that we do not or cannot provide. Technology and other changes are allowing parties to complete financial transactions that historically have involved banks at one or both ends of the transaction. For example, consumers can now pay bills and transfer funds directly without banks. The process of eliminating banks as intermediaries could result in the loss of fee income, as well as the loss of customer deposits and income generated from those deposits. In addition, technological advancements allow parties to better serve customers, increase efficiency, and reduce costs. Our ability to maintain our history of strong financial performance and return on investment to shareholders will depend, in part, on our ability to use technology to deliver products and services that provide convenience to customers and to create additional efficiencies in our operations.

Our small to medium-sized business target market may have fewer financial resources to weather a downturn in the economy.

We target our business development and marketing strategy largely to serve the banking and financial services needs of small to medium-sized businesses. These small to medium-sized businesses generally have fewer financial resources in terms of capital or borrowing capacity than larger companies. If general economic conditions negatively impact our Ohio and West Virginia markets or the other geographic markets in which we operate, our results of operations and financial condition may be negatively affected.

Our business strategy includes growth plans. Our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively.

We intend to continue pursuing a profitable growth strategy. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in significant growth stages of development. We cannot assure you that we will be able to expand our market presence in our existing markets or successfully enter new markets or that any such expansion will not adversely affect our results of operations. Failure to manage our growth effectively could have a material adverse effect on our business, future prospects, financial condition or results of operations and could adversely affect our ability to successfully implement our business strategy. Also, if we grow more slowly than anticipated, our operating results could be materially adversely affected.

Our ability to grow successfully will depend on a variety of factors, including the continued availability of desirable business opportunities, the competitive responses from other financial institutions in our market areas, our ability to raise sufficient capital and our ability to manage our growth. While we believe we have the management resources and internal systems in place to successfully manage our future growth, there can be no assurance growth opportunities will be available or growth will be successfully managed.

We may acquire other financial institutions or parts of institutions in the future and may open new branches. We also may consider and enter into new lines of business or offer new products or services. Expansions of our business involve a number of expenses and risks, including:

•	the time and costs associated with identifying and evaluating potential acquisitions or new products or services;
•	the potential inaccuracy of estimates and judgments used to evaluate credit, operations, management and market risk with<br> respect to the target institutions;
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•	the time and costs of evaluating new markets, hiring local management and opening new offices, and the delay between<br> commencing these activities and the generation of profits from the expansion;
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•	our ability to finance an acquisition or other expansion and the possible dilution to our existing shareholders;
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•	the diversion of management’s attention to the negotiation of a transaction and the integration of the operations and<br> personnel of the combining businesses;
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•	entry into unfamiliar markets;
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•	the possible failure of the introduction of new products and services into our existing business;
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•	the incurrence and possible impairment of goodwill associated with an acquisition and possible adverse short-term effects<br> on our results of operations; and
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•	the risk of loss of key employees and customers.
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We may incur substantial costs to expand, and we can give no assurance that such expansion will result in the levels of profits we expect. Neither can we assure that integration efforts for any future acquisitions will be successful. We may issue equity securities in connection with acquisitions, which could dilute the economic and voting interests of our existing shareholders. We may also lose customers as we close one or more branches as part of a plan to expand into other areas or become more productive from other branches.

Failure to integrate or adopt new technology may undermine our ability to meet customer demands, leading to adverse effects on our financial condition and results of operations.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers while reducing costs. Our future success depends, in part, upon our ability to address customer needs by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations. Digital or cryptocurrencies, blockchain, and other “fintech” technologies are being developed to change the way banks operate and are eliminating the need for banks as financial deposit-keepers and intermediaries. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers. Failure to successfully keep pace with technological changes affecting the financial services industry could negatively affect our growth, revenue and profit.

Periodic regulatory reviews may affect our operations and financial condition.

We are subject to periodic reviews from state and federal regulators, which may impact our operations and our financial condition. As part of the regulatory review, the loan portfolio and the allowance for loan losses are evaluated. As a result, the incurred loss identified on loans, or the assigned loan rating could change and may require us to increase our provision for loan losses or loan charge-offs. In addition, any downgrade in loan ratings could impact our level of impaired loans or classified assets. Any increase in our provision for loan losses or loan charge-offs as required by these regulatory authorities could have a material adverse effect on our financial condition and results of operations. Findings of deficiencies in compliance with regulations could result in restrictions on our activities or even a loss in our financial holding company status.

Our exposure to credit risk could adversely affect our earnings and financial condition.

Making loans carries inherent risks, including interest rate changes over the time period in which loans may be repaid, risks resulting from changes in the economy, risks that we will have inaccurate or incomplete information about borrowers, risks that borrowers will become unable to repay loans; and, in the case of loans secured by collateral, risks resulting from uncertainties about the future value of the collateral.

Commercial and commercial real estate loans comprise a significant portion of our loan portfolio. Commercial loans generally are viewed as having a higher credit risk than residential real estate or consumer loans because they usually involve larger loan balances to a single borrower and are more susceptible to a risk of default during an economic downturn. Since our loan portfolio contains a significant number of commercial and commercial real estate loans, the deterioration of one or a few of these loans could cause a significant increase in nonperforming loans, and ultimately could have a material adverse effect on our earnings and financial condition. We may also have concentrated credit exposure to a particular industry, resulting in a risk of a material adverse effect on our earnings or financial condition if there is an event adversely affecting that industry.

In deciding whether to extend credit or enter into other transactions with customers and counterparties, we may rely on information provided to us by customers and counterparties, including financial statements and other financial information. We may also rely on representations of customers and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. For example, in deciding whether to extend credit to a business, we may assume that the customer’s audited financial statements conform with United States generally accepted accounting principles (“GAAP”) and present fairly, in all material respects, the financial condition, results of operations and cash flows of the customer. We may also rely on the audit report covering those financial statements. Our financial condition, results of operations and cash flows could be negatively impacted to the extent that we rely on financial statements that do not comply with GAAP or on financial statements and other financial information that are materially misleading.

We may be required to repurchase loans we have sold or indemnify loan purchasers under the terms of the sale agreements, which could adversely affect our liquidity, results of operations and financial condition.

When the Bank sells a mortgage loan, it agrees to repurchase or substitute a mortgage loan if it is later found to have breached any representation or warranty the Bank made about the loan or if the borrower is later found to have committed fraud in connection with the origination of the loan. While we have underwriting policies and procedures designed to avoid breaches of representations and warranties as well as borrower fraud, we cannot give assurance that no breach or fraud will ever occur. Required repurchases, substitutions or indemnifications could have an adverse effect on our liquidity, results of operations and financial condition.

If our actual loan losses exceed our allowance for credit losses, our net income will decrease.

Our loan customers may not repay their loans according to their terms, and the collateral securing the payment of these loans may be insufficient to pay any remaining loan balance. We may experience significant loan losses, which could have a material adverse effect on our operating results. In accordance with GAAP, we maintain an allowance for credit losses to provide for loan defaults and non-performance, which when combined, we refer to as the allowance for credit losses. Our allowance for credit losses may not be adequate to cover actual credit losses, and future provisions for credit losses could have a material adverse effect on our operating results. Our allowance for credit losses is based upon a number of relevant factors, including, but not limited to, trends in the level of nonperforming assets and classified loans, current economic conditions in the primary lending area, prior experience, possible losses arising from specific problem loans, and our evaluation of the risks in the current portfolio. The amount of future losses is susceptible to changes in economic, operating and other conditions, including changes in interest rates that may be beyond our control, and these losses may exceed current estimates. Federal regulatory agencies, as an integral part of their examination process, review our loans and allowance for credit losses. Moreover, the Financial Accounting Standards Board (“FASB”) has changed its requirements for establishing the allowance, which was effective for us in the first quarter of 2023. We cannot assure you that we will not further increase the allowance for credit losses or that regulators will not require us to increase this allowance. Either of these occurrences could have a material adverse effect on our financial condition and results of operations.

Failures of, or material breaches in security of, our systems or those of third-party service providers may have a material adverse effect on our business.

We collect, process and store sensitive consumer data by utilizing computer systems and telecommunications networks operated by both us and third-party service providers. Our dependence upon automated systems to record and process the Bank’s transactions poses the risk that technical system flaws, employee errors, tampering or manipulation of those systems, or attacks by third parties will result in losses and may be difficult to detect. Our inability to use these information systems at critical points in time could unfavorably impact the timeliness and efficiency of our business operations. In recent years, some banks have experienced denial of service attacks in which individuals or organizations flood the bank's website with extraordinarily high volumes of traffic, with the goal and effect of disrupting the ability of the bank to process transactions. We could also be adversely affected if one of our employees or a third-party service provider causes a significant operational break-down or failure, either as a result of human error or where an individual purposefully sabotages or fraudulently manipulates our operations or systems. We are further exposed to the risk that third-party service providers may be unable to fulfill their contractual obligations or will be affected by the same risks as the Bank has. These disruptions may interfere with service to the Bank’s customers, cause additional regulatory scrutiny and result in a financial loss or liability. We are also at risk of the impact of natural disasters, terrorism, and international hostilities on our systems or for the effects of outages or other failures involving power or communications systems operated by others.

Employees could engage in fraudulent, improper, or unauthorized activities on behalf of clients or improper use of confidential information. We may not be able to prevent employee errors or misconduct, and the precautions we take to detect this type of activity might not be effective in all cases. Employee errors or misconduct could subject us to civil claims for negligence or regulatory enforcement actions, including fines and restrictions on our business.

In addition, there have been instances where financial institutions have been victims of fraudulent activity in which criminals pose as customers to initiate wire and automated clearinghouse transactions out of customer accounts. Although we have policies and procedures in place to verify the authenticity of our customers, we cannot assure that such policies and procedures will prevent all fraudulent transfers. Such activity can result in financial liability and harm to our reputation.

Management cannot be certain that the security controls we have adopted will prevent unauthorized access to our computer systems or those of our third-party service providers, whom we require to maintain similar controls. A security breach of the computer systems and loss of confidential information, such as customer account numbers or personal information, could result in a loss of customers’ confidence and, thus, loss of business. In addition, unauthorized access to or use of sensitive data could subject us to litigation and liability and costs to prevent further such occurrences.

Further, we may be affected by data breaches at retailers and other third parties who participate in data interchanges with us and our customers that involve the theft of customer credit and debit card data, which may include the theft of our debit card PIN numbers and commercial card information used to make purchases at such retailers and other third parties. Such data breaches could result in us incurring significant expenses to reissue debit cards and cover losses, which could result in a material adverse effect on our results of operations.

Our assets at risk for cyber-attacks include financial assets and non-public information belonging to customers. We use several third-party vendors who have access to our assets via electronic media. Certain cyber security risks arise due to this access, including cyber espionage, blackmail, ransom, and theft. As cyber and other data security threats continue to evolve, we may be required to expend significant additional resources to continue to modify and enhance our protective measures or to investigate and remediate any security vulnerabilities.

Our ability to pay cash dividends is limited, and we may be unable to pay cash dividends in the future even if we would like to do so.

We are dependent primarily upon the earnings of our operating subsidiaries for funds to pay dividends on our common stock. The payment of dividends by us is also subject to certain regulatory restrictions. As a result, any payment of dividends in the future will be dependent, in large part, on our ability to satisfy these regulatory restrictions and our subsidiaries’ earnings, capital requirements, financial condition and other factors. Although our financial earnings and financial condition have allowed us to declare and pay periodic cash dividends to our shareholders, there can be no assurance that our dividend policy or the size of dividend distribution will continue in the future, even if we are able to pay dividends. Our failure to pay dividends on our common shares could have a material adverse effect on the market price of our common shares.

The loss of key members of our senior management team could adversely affect our business.

We believe that our success depends largely on the efforts and abilities of our senior management. Their experience and industry contacts significantly benefit us. In addition, our success depends in part upon senior management’s ability to implement our business strategy. The competition for qualified personnel in the financial services industry is intense, and the loss of services of any of our senior executive officers or an inability to continue to attract, retain and motivate key personnel could adversely affect our business. We cannot assure you that we will be able to retain our existing key personnel or attract additional qualified personnel.

Loss of key employees may disrupt relationships with certain customers.

Our business is primarily relationship-driven in that many of our key employees have extensive customer relationships. Loss of a key employee with such customer relationships may lead to the loss of business if the customers were to follow that employee to a competitor. While we believe we have strong relationships with our key producers, we cannot guarantee that all of our key personnel will remain with our organization. Loss of such key personnel, should they enter into an employment relationship with one of our competitors, could result in the loss of some of our customers.

If we foreclose on collateral property and own the underlying real estate, we may be subject to the increased costs associated with the ownership of real property, resulting in reduced revenue.

We may have to foreclose on collateral property to protect our investment and may thereafter own and operate such property, in which case we will be exposed to the risks inherent in the ownership of real estate. The amount that we, as a mortgagee, may realize after a default is dependent upon factors outside of our control, including, but not limited to: (i) general or local economic conditions; (ii) neighborhood values; (iii) interest rates; (iv) real estate tax rates; (v) operating expenses of the mortgaged properties; (vi) supply of and demand for rental units or properties; (vii) ability to obtain and maintain adequate occupancy of the properties; (viii) zoning laws; (ix) governmental rules, regulations and fiscal policies; and (x) acts of God. Certain expenditures associated with the ownership of real estate, principally real estate taxes and maintenance costs, may adversely affect the income from the real estate. Therefore, the cost of operating a real property may exceed the rental income earned from such property, and we may have to advance funds in order to protect our investment, or we may be required to dispose of the real property at a loss. We may also acquire properties with hazardous substances that must be removed or remediated, the costs of which could be substantial, and we may not be able to recover such costs from the responsible parties. The foregoing expenditures and costs could adversely affect our ability to generate revenues, resulting in reduced levels of profitability.

A limited trading market exists for our common shares, which could lead to price volatility.

Your ability to sell or purchase our common shares depends upon the existence of an active trading market for our common shares. Although our common shares are quoted on The NASDAQ Global Market, the volume of trades on any given day has been limited historically. As a result, you may be unable to sell or purchase our common shares at the volume, price and time that you desire. Additionally, a fair valuation of the purchase or sales price of our common shares also depends upon an active trading market, and thus the price you receive for a thinly-traded stock such as our common shares may not reflect its true value. The limited trading market for our common shares may cause fluctuations in the market value of our common shares to be exaggerated, leading to price volatility in excess of that which would occur in a more active trading market.

Liquidity risk could impair our ability to fund operations and have an adverse impact on our earnings and financial condition.

Our primary funding and liquidity source to support our business strategies is a stable customer deposit base. Deposit levels may be affected by a number of factors, including interest rates paid by competitors, general interest rate levels, returns available to customers on alternative investments, banking industry conditions that can impact customers perceptions of the safety and soundness of the banking industry generally or of specific financial institutions, and general economic conditions. If our deposit levels fall, we could lose a relatively low-cost source of funding and our interest expense would likely increase as we obtain alternative funding to replace lost deposits. If local customer deposits are not sufficient to fund our normal operations and growth, we will look to outside sources, such as lines of credit with both the Federal Home Loan Bank of Cincinnati (“FHLB”) and FRB, brokered CDs, a federal funds line with a correspondent bank, and available funds from select deposit placement services. Although the Bank has historically been able to replace maturing deposits and advances, no assurance can be given that the Bank would be able to replace such funds in the future if our financial condition were to change. If we are required to rely more heavily on more expensive funding sources to support asset growth, our revenues may not increase proportionately to cover our costs, which would have a negative impact to profitability and the net interest margin.

Risks Related to Legal, Regulatory and Accounting Changes

New laws and increased regulatory oversight may significantly affect our business, financial condition and results of operations.

The financial services industry is extensively regulated. We are subject to extensive state and federal regulation, supervision and legislation that govern almost all aspects of our operations. Laws and regulations may change from time to time and are primarily intended for the protection of consumers, depositors, borrowers, the DIF and the banking system as a whole, and not to benefit our shareholders. Regulations affecting banks and financial services businesses are undergoing continuous changes, and management cannot predict the effect of these changes. The impact of any changes to laws and regulations or other actions by regulatory agencies may negatively impact us and our ability to increase the value of our business, possibly limiting the services we provide, increasing the potential for competition from non-banks, or requiring us to change the way we operate.

Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the imposition of restrictions on the operation of an institution, the classification of assets held by an institution, the adequacy of an institution’s allowance for loan losses and the ability to complete acquisitions. Additionally, actions by regulatory agencies against us could cause us to devote significant time and resources to defending our business and may lead to penalties that materially affect us and our shareholders. Even the reduction of regulatory restrictions could have an adverse effect on us and our shareholders if such lessening of restrictions increases competition within our industry or market area.

Changes in accounting standards, policies, estimates or procedures could impact our reported financial condition or results of operations.

Entities that set generally applicable accounting standards, such as the FASB, the Securities and Exchange Commission, and other regulatory boards, periodically change the financial accounting and reporting standards that govern the preparation of our consolidated financial statements. These changes can be difficult to predict and can materially affect how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, which would result in the restatement of our financial statements for prior periods.

Management’s accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. Our management must exercise judgment in selecting and applying many of these accounting policies and methods in order to ensure that they comply with GAAP and reflect management’s judgment as to the most appropriate manner in which to record and report our financial condition and results of operations. In some cases, management must select the accounting policy or method to apply from two or more alternatives, any of which might be reasonable under the circumstances yet might result in reporting materially different amounts than would have been reported under a different alternative.

Management has identified several accounting policies that are considered significant (one as being “critical”) to the presentation of our financial condition and results of operations because they require management to make particularly subjective and/or complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts would be reported under different conditions or using different assumptions. Because of the inherent uncertainty of estimates about these matters, no assurance can be given that the application of alternative policies or methods might not result in our reporting materially different amounts.

General Risk Factors

We may be the subject of litigation and other actions, which could have a material adverse effect on our financial condition, results of operations and cash flows.

From time to time, we may be subject to a variety of litigation arising out of our business. The risk of litigation increases in times of increased troubled loan collection activity. Our insurance may not cover all claims that may be asserted against us, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. Should the ultimate judgments or settlements in any litigation exceed our insurance coverage, they could have a material adverse effect on our financial condition, results of operations and cash flows. In addition, we may not be able to obtain appropriate types or levels of insurance in the future or obtain adequate replacement policies with acceptable terms.

We are at risk of increased losses from fraud.

Criminals are committing fraud at an increasing rate and are using more sophisticated techniques. In some cases, these individuals are part of larger criminal rings, which allow them to be more effective. Such fraudulent activity has taken many forms, ranging from debit card fraud, check fraud, wire fraud, mechanical devices attached to ATM machines, social engineering and phishing attacks to obtain personal information, or impersonation of clients through the use of falsified or stolen credentials. Additionally, an individual or business entity may properly identify itself, yet seek to establish a business relationship for the purpose of perpetrating fraud. An emerging type of fraud even involves the creation of synthetic identification in which fraudsters "create" individuals for the purpose of perpetrating fraud. Further, in addition to fraud committed directly against us, we may suffer losses as a result of fraudulent activity committed against third parties. Increased deployment of technologies, such as chip card technology, defray and reduce certain aspects of fraud; however, criminals are turning to other sources to steal personally identifiable information, such as unaffiliated healthcare providers and government entities, in order to impersonate the consumer and thereby commit fraud.

ITEM 1B – UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 1C – CYBERSECURITY

Ohio Valley recognizes the critical importance of assessing, identifying, and managing material risks from cybersecurity threats and safeguarding the security of its banking operations and data, including protecting its customers’ information. As a result, the Company has devoted significant financial and personnel resources to assessing, identifying, and managing cybersecurity risks and threats, including:

•	Maintaining policies and procedures regarding security operations and governance through the implementation of the Company’s Information<br> Security Program;
•	Implementing multi-layered controls to avoid reliance on single controls;
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•	Utilizing both preventative and detective tools to monitor and block suspicious activity and to alert us of potential threats;
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•	Keeping abreast of new technology and evaluating tools to help respond to threats to cybersecurity in an efficient and effective manner;
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•	Collaborating with third-party cybersecurity consultants that perform regular penetration testing, vulnerability assessments, and other procedures to identify potential weaknesses in our systems and processes;
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•	Utilizing a third-party risk management program for purposes of identifying, assessing, and managing risks involved with external service providers;
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•	Conducting thorough due diligence concerning our third-party service providers, including evaluating their cybersecurity practices; and
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•	Providing regular cybersecurity training for both our employees and our Board of Directors.
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The Board, through the Information Technology Steering Committee, works with senior management and other employee committees to oversee the development, implementation, maintenance, and administration of the Information Security Program, which is aligned and integrated into Ohio Valley’s overall risk management system and processes. The Information Technology Steering Committee itself is comprised of diverse directors and officers of the Bank with vast knowledge and years of banking experience. The Information Security Officer of the committee has 26 years of banking experience including 25 IT related years as well as continuing education including a BA in Management Information Systems and Network+ and A+ certifications. The purpose of the Information Security Program is to:

•	Identify and analyze cybersecurity risks;
•	Provide the Company with direction on effectively managing such risks;
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•	Approve information security plans, policies, and programs;
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•	Assess whether the Company’s current security programs are effective; and
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•	Provide recommendations for corrective action.
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The Company has also implemented an Incident Response Plan which is reviewed and updated at least annually in response to an ever-changing threat landscape. The purpose of the Incident Response Plan is to provide long-term strategies for the remediation and prevention of, and resiliency to, cybersecurity threats and incidents. Our Incident Response Plan is executed through the incident response team comprised of both cybersecurity experts and select members of management, including one or more Information Security Officers, who are responsible for monitoring potential threats and identifying events that may warrant Board notification and/or public disclosure. Additionally, our Information Security Officers are responsible for responding to security events by ordering emergency actions to protect the Company and its customers; managing negative effects on the confidentiality, integrity, and availability of information; and minimizing the disruption and degradation of critical services.

Notwithstanding the strength of Ohio Valley’s defensive measures, the threat from cyber-attacks is severe, attacks are sophisticated and increasing in volume, and attackers respond rapidly to changes in defensive measures. While to date, Ohio Valley has not detected a significant compromise, significant data loss, or any material financial losses related to cybersecurity attacks, Ohio Valley’s systems and those of its customers and third-party service providers are under constant threat, and it is possible that Ohio Valley could experience a significant event in the future. Risks and exposures related to cybersecurity attacks are expected to remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats, as well as due to the expanding use of Internet banking, mobile banking, and other technology-based products and services by us and our customers.

ITEM 2 - PROPERTIES

The principal executive offices of Ohio Valley and the Bank are located at 420 Third Avenue, Gallipolis, Ohio. The Bank owns twelve financial service centers located in Gallipolis and Rio Grande (Gallia Co.), Jackson, Oak Hill, and Wellston (Jackson Co.), and Waverly (Pike Co.) in Ohio; and Point Pleasant and Mason (Mason Co.), and Milton and Barboursville (Cabell Co.) in West Virginia. The Bank leases five additional financial service centers located in Gallipolis (Gallia Co.), Athens (Athens Co.), and Ironton (Lawrence Co.) in Ohio; and Point Pleasant (Mason Co.) in West Virginia. The Bank also owns and operates thirty-eight ATMs, including twenty-one off-site ATMs. Furthermore, the Bank owns four facilities in Gallipolis (Gallia Co.), Ohio, which are used for additional office space. The Bank also owns a facility in Gallipolis (Gallia Co.) in Ohio; and a facility in Point Pleasant (Mason Co.) in West Virginia, which are all leased to third parties.

Loan Central conducts its consumer finance operations through six offices located in Gallipolis (Gallia Co.), Jackson (Jackson Co.), Waverly (Pike Co.), South Point (Lawrence Co.), Wheelersburg (Scioto Co.) and Chillicothe (Ross Co.), all in Ohio. All of these facilities are owned by Loan Central, except for the South Point (Lawrence Co.) and Chillicothe (Ross Co.) facilities. Loan Central leases a portion of its Gallipolis (Gallia Co.) and Wheelersburg (Scioto Co.) facilities to third parties.

Management considers all of these properties to be satisfactory for the Company’s current operations. The Bank and Loan Centrals’ leased facilities are all subject to commercially standard leasing arrangements.

Information concerning the value of the Company’s owned and leased real property and a summary of future lease payments is contained in “Note D – Premises and Equipment” and “Note E – Leases” of the notes to the Company’s financial statements for the fiscal year ended December 31, 2024, located in Ohio Valley’s 2024 Annual Report to Shareholders.

ITEM 3 – LEGAL PROCEEDINGS

From time to time, the Company may be involved in various claims and legal actions in the ordinary course of business. The Company is not currently involved in any material legal proceedings outside the ordinary course of the Company’s business.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Ohio Valley’s common shares are traded on The NASDAQ Stock Market under the symbol “OVBC,” and were held of record by approximately 2,082 shareholders as of February 28, 2025.

The payment of future cash dividends is at the discretion of our Board of Directors. The Company plans to continue to pay quarterly cash dividends comparable to those paid historically, subject to a number of factors, including results of operations, general business conditions, growth, financial condition, regulatory limitation and other factors deemed relevant by the Board. Further, our ability to pay future cash dividends is subject to certain regulatory requirements and restrictions discussed in the Regulation section in Item 1 above. For further information, see “Note P - Regulatory Matters” of the notes to the Company’s consolidated financial statements for the fiscal year ended December 31, 2024 located in Ohio Valley’s 2024 Annual Report to Shareholders.

ISSUER PURCHASES OF SECURITIES

Ohio Valley did not sell any unregistered equity securities during the three months ended December 31, 2024.

Ohio Valley did not purchase any of its common shares during the three months ended December 31, 2024.

ITEM 6 - [Reserved]

ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information required under this Item 7 by Item 303 of SEC Regulation S-K is incorporated herein by reference to the information presented under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located in Ohio Valley’s 2024 Annual Report to Shareholders.

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Ohio Valley’s consolidated financial statements and related notes are listed below and incorporated herein by reference to Ohio Valley’s 2024 Annual Report to Shareholders. The supplementary data located under the captions “Report of Independent Registered Public Accounting Firm” located in Ohio Valley’s 2024 Annual Report to Shareholders is also incorporated herein by reference.

Consolidated Statements of Condition as of December 31, 2024 and 2023

Consolidated Statements of Income for the years ended December 31, 2024 and 2023

Consolidated Statements of Comprehensive Income for the years ended December 31, 2024 and 2023

Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

Notes to the Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A – CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

With the participation of the President and Chief Executive Officer (the principal executive officer) and the Senior Vice President and Chief Financial Officer (the principal financial officer) of Ohio Valley, Ohio Valley's management has evaluated the effectiveness of Ohio Valley's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, the President and Chief Executive Officer and Senior Vice President and Chief Financial Officer have concluded that Ohio Valley’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of December 31, 2024, in ensuring that the information required to be disclosed by Ohio Valley in the reports that Ohio Valley files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and were operating in an effective manner to ensure that such information is accumulated and communicated to our management, including our President and Chief Executive Officer and Senior Vice President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

“Management’s Report on Internal Control Over Financial Reporting” located in Ohio Valley’s 2024 Annual Report to Shareholders is incorporated into this Item 9A by reference.

Changes In Internal Control Over Financial Reporting

There was no change in Ohio Valley's internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during Ohio Valley's fiscal quarter ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, Ohio Valley's internal control over financial reporting.

ITEM 9B – OTHER INFORMATION

(a)	None.
(b)	None.
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ITEM 9C – DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required under this Item 10 by Items 401, 405, and 407(c)(3), (d)(4) and (d)(5) of SEC Regulation S-K is incorporated herein by reference to the information presented in Ohio Valley’s definitive proxy statement relating to the annual meeting of shareholders of Ohio Valley to be held on May 14, 2025 (the “2025 Proxy Statement”), under the captions “Proxy Item 1: Election of Directors,” and “Compensation of Executive Officers and Directors” of the 2025 Proxy Statement.

The Board of Directors of Ohio Valley has adopted a Code of Ethics covering the directors, officers and employees of Ohio Valley and its affiliates, including, without limitation, the principal executive officer, the principal financial officer and the principal accounting officer of Ohio Valley. The Code of Ethics is posted on Ohio Valley’s website at www.ovbc.com. Amendments to the Code of Ethics and waivers of the provisions of the Code of Ethics will also be posted on Ohio Valley’s website. Interested persons may obtain copies of the Code of Ethics without charge by writing to Ohio Valley Banc Corp., Attention: Tom R. Shepherd, Secretary, 420 Third Avenue, Gallipolis, Ohio 45631.

The Board of Directors of Ohio Valley has adopted an Insider Trading Policy, which is attached hereto as Exhibit 19 and is titled “Ohio Valley Banc Corp. Insider Trading Policy.”

ITEM 11 - EXECUTIVE COMPENSATION

The information required under this Item 11 by Items 402 and 407(e)(4) and (e)(5) of SEC Regulation S-K is incorporated herein by reference to the information presented under the captions “Compensation of Executive Officers and Directors” and “Proxy Item 1: Election of Directors – Committees of the Board – Compensation and Management Succession Committee” of the 2025 Proxy Statement.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required under this Item 12 by Item 403 of SEC Regulation S-K is incorporated herein by reference to the information presented under the caption “Ownership of Certain Beneficial Owners and Management” of the 2025 Proxy Statement.

Ohio Valley does not maintain any equity compensation plans requiring disclosure pursuant to Item 201(d) of SEC Regulation S-K.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required under this Item 13 by Item 404 and Item 407(a) of SEC Regulation S-K is incorporated herein by reference to the information presented under the captions “Certain Relationships and Related Transactions” and “Proxy Item 1: Election of Directors” of the 2025 Proxy Statement.

ITEM 14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required under this Item 14 by Item 9(e) of Schedule 14A is incorporated herein by reference to the information presented under the captions “Pre-Approval of Services Performed by Independent Registered Public Accounting Firm” and “Services Rendered by Independent Registered Public Accounting Firm” of the 2025 Proxy Statement.

PART IV

ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

A. (1) Financial

          Statements

The following consolidated financial statements of Ohio Valley appear in the 2024 Annual Report to Shareholders, Exhibit 13, and are specifically incorporated herein by reference under Item 8 of this Form 10-K:

Consolidated Statements of Condition as of December 31, 2024 and 2023

Consolidated Statements of Income for the years ended December 31, 2024 and 2023

Consolidated Statements of Comprehensive Income for the years ended December 31, 2024 and 2023

Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

Notes to the Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Auditor Name: Plante & Moran, PLLC

Auditor Location: Cleveland, Ohio

PCAOB Number: 166

Auditor Name: Crowe LLP

Auditor Location: Cleveland, Ohio

PCAOB Number: 173

(2) Financial Statement Schedules

Financial statement schedules are omitted as they are not required or are not applicable, or the required information is included in the financial statements.

(3) Exhibits

Reference is made to the Exhibit Index beginning on page 34 of this Form 10-K.

ITEM 16 – FORM 10-K SUMMARY

None.

EXHIBIT INDEX

The following exhibits are included in this Form 10-K or are incorporated by reference as noted in the following table:

Exhibit Number	Exhibit Description
3.1	Amended Articles of Incorporation of Ohio Valley (reflects amendments through April 7, 1999) \[for SEC reporting compliance only - - not filed with the Ohio Secretary of State\]: <br> Incorporated herein by reference to Exhibit 3(a) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2007 (File No. 000-20914).
3.2	Code of Regulations of Ohio Valley: Incorporated herein by reference to Exhibit 3(b) to Ohio Valley’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010<br> (File No. 000-20914).
4.1	Agreement<br> to furnish instruments and agreements defining rights of holders of long-term debt: Filed herewith.
4.2	Description of Registered Securities: Incorporated herein by reference to Exhibit 4.2 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2019<br> (File No. 000-20914).
10.1*	The Ohio Valley Bank Company Executive Group Life Split Dollar Plan Agreement, dated December 31, 2011, between Thomas E. Wiseman and The Ohio Valley Bank Company: <br> Incorporated herein by reference to Exhibit 10.1 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2015 (File No. 000-20914).
10.2*	Schedule A to Exhibit 10.1 identifying other identical Executive Group Life Split Dollar Agreements between The Ohio Valley Bank Company and certain executive officers of Ohio Valley Banc Corp.: <br> Incorporated herein by reference to Exhibit 10.2 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2020 (File No. 000-20914).
10.3(a)*	The Ohio Valley Bank Company Third Amended and Restated Director Retirement Agreement, dated December 18, 2012, between Thomas E. Wiseman and The Ohio Valley Bank<br> Company: Incorporated herein by reference to Exhibit 10.3(a) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2020 (File No. 000-20914).
10.3(b)*	Schedule A to Exhibit 10.3(a) identifying other identical Third Amended and Restated Director Retirement Agreements between The Ohio Valley Bank Company and directors of Ohio Valley Banc Corp.:<br> Incorporated herein by reference to Exhibit 10.3(b) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2021 (File No. 000-20914).
10.4(a)*	The Ohio Valley Bank Company Salary Continuation Agreement, dated January 26, 2016, by and between Larry E. Miller and The Ohio Valley Bank Company: Incorporated herein<br> by reference to Exhibit 10.4 to Ohio Valley’s Current Report on Form 8-K filed on January 26, 2016 (File No. 000-20914).

Exhibit Number	Exhibit Description
10.4(b)*	Schedule A to Exhibit 10.4(a) identifying other identical Salary Continuation Agreements between The Ohio Valley Bank Company and certain executive officers of Ohio<br> Valley Banc Corp.: Incorporated herein by reference to Exhibit 10.4(a) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2020 (File No. 000-20914).
10.5(a)*	The Ohio Valley Bank Company Second Amended and Restated Director Deferred Fee Agreement, dated December 18, 2012, between Thomas E. Wiseman and The Ohio Valley Bank<br> Company: Incorporated herein by reference to Exhibit 10.6(a) to Ohio Valley’s Quarterly Report on Form 10-Q for period ended September 30, 2015 (File No. 000-20914).
10.5(b)*	Amendment to the The Ohio Valley Bank Company Second Amended and Restated Director Deferred Fee Agreement, dated November 17, 2022, between Thomas E. Wiseman and The<br> Ohio Valley Bank Company: Incorporated herein by reference to Exhibit 10.5(b) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2022 (File No. 000-20914).
10.5(c)*	Schedule A to Exhibit 10.5(a) identifying other identical Second Amended and Restated Director Deferred Fee Agreements between The Ohio Valley Bank Company and directors<br> of Ohio Valley Banc Corp.: Incorporated herein by reference to Exhibit 10.5(b) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2021 (File No. 000-20914).
10.5(d)*	Schedule A to Exhibit 10.5(b) identifying other identical Amendment to The Ohio Valley Bank Company Second Amended and Restated Director Deferred Fee Agreement between<br> The Ohio Valley Bank Company and directors of Ohio Valley Banc Corp.: Incorporated herein by reference to Exhibit 10.5(d) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2022 (File No. 000-20914).
10.6(a)*	The Ohio Valley Bank Company Executive Deferred Compensation Agreement, dated December 18, 2012, between Thomas E. Wiseman and The Ohio Valley Bank Company: <br> Incorporated herein by reference to Exhibit 10.7(a) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2020 (File No. 000-20914).
10.6(b)*	First Amendment to The Ohio Valley Bank Company Executive Deferred Compensation Agreement, dated January 26, 2016: Incorporated herein by reference to Exhibit 10.2 to<br> Ohio Valley’s Current Report on Form 8-K filed on January 26, 2016 (File No. 000-20914).
10.6(c)*	Amendment to The Ohio Valley Bank Company Executive Deferred Compensation Agreement, dated November 17, 2022, between Thomas E. Wiseman and the Ohio Valley Bank Company:<br> Incorporated herein by reference to Exhibit 10.6(c) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2022 (File No. 000-20914).

Exhibit Number	Exhibit Description
10.6(d)*	The Ohio Valley Bank Company Executive Deferred Compensation Agreement, dated January 26, 2016, between Larry E. Miller and The Ohio Valley Bank Company: Incorporated<br> herein by reference to Exhibit 10.1 to Ohio Valley’s Current Report on Form 8-K filed on January 26, 2016 (File No. 000-20914).
10.6(e)*	Schedule A to Exhibit 10.6(a) identifying other identical Executive Deferred Compensation Agreements between The Ohio Valley Bank Company and executive officers of Ohio<br> Valley Banc Corp.: Incorporated herein by reference to Exhibit 10.7(d) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2020 (File No. 000-20914).
10.6(f)*	Schedule A to Exhibit 10.6(b) identifying the named executive officers of Ohio Valley Banc Corp. who executed with The Ohio Valley Bank Company the First Amendment to<br> The Ohio Valley Bank Company Executive Deferred Compensation Agreement: Incorporated herein by reference to Exhibit 10.7(e) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2020 (File No. 000-20914).
10.6(g)*	Schedule A to Exhibit Exhibit 10.6(c) identifying other identical Amendment to the Ohio Valley Bank Company Executive Deferred Compensation Agreement between The Ohio<br> Valley Bank Company and named executive officers of Ohio Valley Banc Corp.: Incorporated herein by reference to Exhibit 10.6(g) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2022 (File No. 000-20914).
10.7*	Summary<br> of Compensation for Directors and Named Executive Officers of Ohio Valley Banc Corp.: Filed herewith.
10.8*	Summary of<br> Bonus Program of Ohio Valley Banc Corp.: Filed herewith.
10.9*	The Ohio Valley Bank Company Supplemental Executive Retirement Plan Agreement, dated March 6, 2012, between Thomas E. Wiseman and The Ohio Valley Bank Company:<br> Incorporated herein by reference to Exhibit 10.1 to Ohio Valley’s Current Report on Form 8-K filed on March 9, 2012 (File No. 000-20914).
10.10*	The Ohio Valley Bank Company Fourth Amended and Restated Director Retirement Agreement, dated May 13, 2015, between Brent A. Saunders and The Ohio Valley Bank Company: <br> Incorporated herein by reference to Exhibit 10.11 to Ohio Valley’s Quarterly Report on Form 10-Q for period ended September 30, 2015 (File No. 000-20914).
10.11*	Schedule A to Exhibit 10.10 identifying other identical Fourth Amended and Restated Director Retirement Agreements between The Ohio Valley Bank Company and directors of<br> Ohio Valley Banc Corp.: Incorporated herein by reference to Exhibit 10.12 to Ohio Valley’s Quarterly Report on Form 10-Q for period ended September 30, 2015 (File No. 000-20914).

Exhibit Number	Exhibit Description
10.12*	The Ohio Valley Bank Company Third Amended and Restated Director Deferred Fee Agreement, dated May 13, 2015, between Brent A. Saunders and The Ohio Valley Bank Company: <br> Incorporated herein by reference to Exhibit 10.13 to Ohio Valley’s Quarterly Report on Form 10-Q for period ended September 30, 2015 (File No. 000-20914).
10.13*	Schedule A to Exhibit 10.12 identifying other identical Third Amended and Restated Director Deferred Fee Agreements between The Ohio Valley Bank Company and directors of<br> Ohio Valley Banc Corp.: Incorporated herein by reference to Exhibit 10.14 to Ohio Valley’s Quarterly Report on Form 10-Q for period ended September 30, 2015 (File No. 000-20914).
10.14*	The Ohio Valley Bank Company Director Retirement Agreement, dated December 14, 2016, between Brent R. Eastman and The Ohio Valley Bank Company: Incorporated herein by<br> reference to Exhibit 10.15 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2016 (File No. 000-20914).
10.15*	The Ohio Valley Bank Company Director Deferred Fee Agreement, dated December 14, 2016, between Brent R. Eastman and The Ohio Valley Bank Company: Incorporated herein by<br> reference to Exhibit 10.16 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2016 (File No. 000-20914).
10.16*	2016 Determination of Director’s Fees Agreement for purposes of the Director Deferred Fee Agreements for Directors Thomas, Wiseman, Barnitz and Saunders: Incorporated<br> herein by reference to Exhibit 10.16 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2021 (File No. 000-20914).
10.17*	2016 Determination of Director’s Fees Agreement for purposes of the Director Retirement Agreement for Directors Thomas and Wiseman: Incorporated herein by reference to<br> Exhibit 10.17 to Ohio Valley’s Annual Report on Form 10-K for year ended December 31, 2021 (File No. 000-20914).
10.18*	2016 Determination of Director’s Fees Agreement for purposes of the Director Retirement Agreement for Directors Barnitz and Saunders: Incorporated herein by reference<br> to Exhibit 10.21 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2016 (File No. 000-20914).
10.19(a)*	The Ohio Valley Bank Company Director Retirement Agreement, dated December 19, 2017, between Kimberly A. Canady and The Ohio Valley Bank Company: Incorporated herein by<br> reference to Exhibit 10.22 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2017 (File No. 000-20914).

Exhibit Number	Exhibit Description
10.19(b)*	Schedule A to Exhibit 10.19(a) identifying other Director Retirement Agreements between The Ohio Valley Bank Company and directors of Ohio Valley Banc Corp.: <br> Incorporated herein by reference to Exhibit 10.19(b) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2022 (File No. 000-20914).
10.20(a)*	The Ohio Valley Bank Company Director Deferred Fee Agreement, dated December 19, 2017, between Kimberly A. Canady and The Ohio Valley Bank Company: Incorporated herein by reference to Exhibit<br> 10.24 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2017 (File No. 000-20914).
10.20(b)*	Schedule A to Exhibit 10.20(a) identifying other Director Deferred Fee Agreements between The Ohio Valley Bank Company and directors of Ohio Valley Banc Corp.: <br> Incorporated herein by reference to Exhibit 10.20(b) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2022 (File No. 000-20914).
10.21*	The Ohio<br> Valley Bank Company Director Retirement Agreement, dated October 28, 2024, between Seth I. Michael and The Ohio Valley Bank Company: Filed herewith.
10.22*	The Ohio<br> Valley Bank Company Director Deferred Fee Agreement, dated October 28, 2024, between Seth I. Michael and The Ohio Valley Bank Company: Filed herewith.
13	Ohio<br> Valley’s Annual Report to Shareholders for the fiscal year ended December 31, 2024: Filed herewith. (Not deemed filed except for portions thereof specifically incorporated by reference into this Annual Report on Form 10-K.)
19	Ohio Valley<br> Banc Corp. Insider Trading Policy: Filed herewith.
21	Subsidiaries<br> of Ohio Valley: Filed herewith.
23	Consent of<br> Plante & Moran, PLLC.: Filed herewith.
23.1	Consent of<br> Crowe LLP.: Filed herewith.
31.1	Rule<br> 13a-14(a)/15d-14(a) Certification (Principal Executive Officer): Filed herewith.
31.2	Rule<br> 13a-14(a)/15d-14(a) Certification (Principal Financial Officer): Filed herewith.
32	Section<br> 1350 Certifications (Principal Executive Officer and Principal Accounting Officer): Filed herewith.
97	Ohio Valley Banc Corp. Policy for the Recovery of Erroneously Awarded Compensation: Incorporated herein by reference to Exhibit 97 to Ohio Valley’s Annual Report on Form<br> 10-K for fiscal year ended December 31, 2023 (File No. 000-20914).

Exhibit Number	Exhibit Description
101.INS #	XBRL Instance Document: Submitted electronically herewith. #
101.SCH #	XBRL Taxonomy Extension Schema: Submitted electronically herewith. #
101.CAL #	XBRL Taxonomy Extension Calculation Linkbase: Submitted electronically herewith. #
101.DEF #	XBRL Taxonomy Extension Definition Linkbase: Submitted electronically herewith. #
101.LAB #	XBRL Taxonomy Extension Label Linkbase: Submitted electronically herewith. #
101.PRE #	XBRL Taxonomy Extension Presentation Linkbase: Submitted electronically herewith. #
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Compensatory plan or arrangement.

# Attached as Exhibit 101 to Ohio Valley’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are the following documents formatted in XBRL (eXtensive Business Reporting Language): (i) Consolidated Statements of Condition at December 31, 2024 and December 31, 2023; (ii) Consolidated Statements of Income for the years ended December 31, 2024 and 2023; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2024 and 2023; (iv) Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2024 and 2023; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023; and (vi) Notes to the Consolidated Financial Statements.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Ohio Valley has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			OHIO VALLEY BANC CORP.
Date:	March 14, 2025	By:	/s/Larry E. Miller, II
			Larry E. Miller, II
			President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 14, 2025 by the following persons on behalf of Ohio Valley and in the capacities indicated.

Name	Capacity
/s/Larry E. Miller, II	President and Chief Executive Officer
Larry E. Miller, II	(principal executive officer) and Director
/s/Scott W. Shockey	Senior Vice President and Chief
Scott W. Shockey	Financial Officer (principal financial officer and principal accounting officer)
/s/Thomas E. Wiseman	Chairman of the Board
Thomas E. Wiseman
/s/Anna P. Barnitz	Director
Anna P. Barnitz
/s/David W. Thomas	Director
David W. Thomas
/s/Brent A. Saunders	Director
Brent A. Saunders
/s/Brent R. Eastman	Director
Brent R. Eastman
/s/Kimberly A. Canady	Director
Kimberly A. Canady
/s/Edward J. Robbins	Director
Edward J. Robbins
/s/K. Ryan Smith	Director
K. Ryan Smith
/s/Edward B. Roberts	Director
Edward B. Roberts
/s/Seth I. Michael	Director
Seth I. Michael

EXHIBIT 4.1

OHIO VALLEY BANC CORP.

420 Third Avenue

Gallipolis, OH 45631

(740) 446-2631

March 14, 2025

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE: Ohio Valley Banc Corp. – Form 10-K for the fiscal year ended December 31, 2024

Gentlemen:

Ohio Valley Banc Corp., an Ohio corporation (“Ohio Valley”), is today filing an Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”), as executed on March 14, 2025.

Pursuant to the instructions relating to the Exhibits in Item 601(b)(4)(iii) of Regulation S-K, Ohio Valley hereby agrees to furnish the Commission, upon request, copies of instruments and agreements defining the rights of holders of its long-term debt and of the long-term debt of its consolidated subsidiaries, which are not being filed as exhibits to the Form 10-K. No such instrument or agreement represents long-term debt exceeding 10% of the total assets of Ohio Valley Banc Corp. and its subsidiaries on a consolidated basis.

Very truly yours,

/s/Larry E. Miller, II
Larry E. Miller, II
President and Chief Executive Officer
Ohio Valley Banc Corp.

EXHIBIT 10.7

SUMMARY OF COMPENSATION FOR

DIRECTORS AND NAMED EXECUTIVE OFFICERS

OF OHIO VALLEY BANC CORP.

Directors

All of the directors of Ohio Valley Banc Corp. (“Ohio Valley”) also serve as directors of its subsidiary, The Ohio Valley Bank Company (the “Bank”). The directors of Ohio Valley are paid by the Bank for their services rendered as directors of the Bank, not Ohio Valley. Each director of the Bank who is not an employee of Ohio Valley or any of its subsidiaries (a “Non-Employee Director”) receives $750 per month for his or her services. Each director of the Bank who is an employee of Ohio Valley or any of its subsidiaries (an “Employee Director”) receives $350 per month for his or her services. In addition, each director of the Bank received an annual retainer of $22,000 paid in January 2024, as approved by the Board of Directors in December 2023, for non-employee directors and monthly for employee directors for services to be rendered during the year, pro-rated for time served for new or retiring members. In December 2024, the Board of Directors approved the payment of an annual retainer of $22,000 paid in January 2025, for non-employee directors and monthly for employee directors for services to be rendered during the year, pro-rated for time served for new or retiring members.

Each Non-Employee Director who is a member of the Executive Committee of the Bank receives $2,000 per month for his or her services. In addition, each Non-Employee Director who is a member of the Executive Committee receives an annual retainer of $16,695 paid in January or February of each year for services to be rendered during the year as members of that committee, pro-rated for time served for new or retiring members. Employee Directors receive no additional compensation for serving on the Executive Committee.

Brent A. Saunders, LPA received retainer fees of $23,000 for legal services to the Company and its subsidiaries during 2024, as approved by the Board of Directors in December 2023. In December 2024, the Board of Directors of Ohio Valley approved the payment to Mr. Saunders of $23,000 in retainer fees for legal services to the Company and its subsidiaries during 2025.

The Bank maintains a life insurance policy for each director with a death benefit of two times annual director fees at time of death, reduced by 35% at age 65 and 50% at age 70, as part of the Bank’s group term life insurance program. The life insurance policies terminate upon retirement. Messrs. Miller and Wiseman, as employees of the Bank, are excluded from this benefit under the terms of the Bank’s group term life insurance program. Each director is entitled to retirement and deferred compensation agreements, and the Bank has executed agreements with all such persons, except that Mr. Miller and Mr. Smith have elected not to participate in the director deferred compensation plan. These documents are filed as exhibits to various documents filed by Ohio Valley with the Securities and Exchange Commission, as set forth in the Exhibit Index to Ohio Valley’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Named Executive Officers

The following sets forth the current salaries of the executive officers of Ohio Valley named in the Summary Compensation Table in Ohio Valley’s proxy statement (the “Named Executive Officers”):

Name	Current Salary
Thomas E. Wiseman	259, 284
Larry E. Miller II	367, 819
Scott W. Shockey	229, 408

Certain Named Executive Officers are entitled to participate in several benefit arrangements, including the Ohio Valley Banc Corp. Bonus Program, the Ohio Valley Bank Company Executive Group Life Split Dollar Plan, the Executive Deferred Compensation Plan, and a supplemental executive retirement plan (currently only for Messrs. Wiseman, Miller and Shockey). These benefit plans are set forth in exhibits to various documents filed by Ohio Valley, as set forth in the Exhibit Index to Ohio Valley’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and described in Ohio Valley’s proxy statement for its 2025 annual meeting of shareholders. In addition, Named Executive Officers are entitled to participate in various benefit plans available to all employees, including a Profit Sharing Retirement Plan, a 401(k) plan, an employee stock ownership plan, group term life insurance, health insurance, disability insurance and a flexible compensation/cafeteria plan, as described in Ohio Valley's proxy statement for its 2025 annual meeting of shareholders.

EXHIBIT 10.8

SUMMARY OF BONUS PROGRAM

OF OHIO VALLEY BANC CORP.

The following is a description of the Bonus Program (the "Bonus Program") of Ohio Valley Banc Corp. (the “Company”) provided pursuant to Item 601(b)(10)(iii) of Regulation S-K promulgated by the Securities and Exchange Commission, which requires a written description of a compensatory plan when no formal document contains the compensation information.

The executive officers of the Company receive no compensation from the Company. Instead they are paid by subsidiaries for services rendered in their capacities as executive officers of subsidiaries of the Company.

The objectives of the bonus component of the Company's compensation program are to: (a) motivate executive officers and other employees and reward such persons for the accomplishment of both short-term and long-term goals of the Company and its subsidiaries, (b) reinforce a strong performance orientation with differentiation and variability in individual awards based on contribution to long-range business results and (c) provide a fully competitive compensation package that will attract, reward, and retain quality employees. Typically, all employees of the Company's subsidiaries holding positions with a pay grade of 9 or above, are eligible to participate in the bonus program, including all of the named executive officers. Bonuses payable to participants in the bonus program are based on (a) the performance of the Company and its subsidiaries as measured against specific performance targets; and (b) each employee's individual performance. At the beginning of each fiscal year, the Compensation Committee sets specific performance targets for the Company and its subsidiaries based on a combination of some or all of a number of performance criteria. The targets are based on one or more of the following performance criteria: net income, net income per share, return on assets, return on equity, asset quality (as measured by the ratio of adversely classified assets to tier 1 capital plus the Allowance for Credit Losses “ACL”), tier 1 leverage ratio and efficiency ratio. It is the objective of the Compensation Committee to establish goals that are ambitious but achievable. The Compensation Committee ascribes different weights to different performance metrics, but considers all such metrics to be fundamental to the long-term performance of the Company. Such metrics are also designed to not expose the Company to, nor icent the undertaking of, excessive risks by employees, which could threaten the Company’s long-term value. At the end of the fiscal year, the aggregate amount available for the payment of a bonus, if any, is determined by the Company’s Board of Directors upon recommendation of its Compensation Committee based on an evaluation of the accomplishment of the performance targets. A bonus may be paid without targets having been established or achieved. No officer or employee has any right to the payment of a bonus until the Board of Directors has exercised its discretion to award one and the amount to be paid to each person has been determined and announced.

Once the aggregate amount of the bonus pool is determined, individual bonus awards, for eligible employees in grades 12 and below, are typically determined through a formula that applies each employee's performance evaluation score to a “bonus grid,” reflecting the individual employee's job grade and individual job performance using the performance criteria referenced above. For employees in grades 13 and above, individual bonus awards are determined by the level of achievement by the Company and its subsidiaries of some or all of a number of performance metrics identified above. Upon the recommendation of the Compensation Committee, and if approved by the Board, individual bonus awards for grades 13 and above are typically awarded as a percent of base compensation. Employees are evaluated by their supervisors, except for Messrs. Wiseman, Miller and Jones, who are evaluated by the Compensation Committee. The Company’s Board of Directors approves the bonuses payable to the executive officers under the Bonus Program based upon the recommendation of the Compensation Committee. For 2024 bonus amounts, goals were based on net income, average loans, the efficiency ratio and asset quality.

Bonuses are normally paid in February in cash in a single lump sum, subject to payroll taxes and tax withholdings.

EXHIBIT 10.21

THE OHIO VALLEY BANK COMPANY

DIRECTOR RETIREMENT AGREEMENT

This DIRECTOR RETIREMENT AGREEMENT (this “Agreement”) is adopted this 28th day of October, 2024 by and between THE OHIO VALLEY BANK COMPANY, a state-chartered commercial bank located in Gallipolis, Ohio (the “Company”), and Seth I. Michael (the “Director”).

This Agreement provides specified benefits to the Director, a member of a select group of management or highly compensated employees who contribute materially to the continued growth, development and future business success of the Company. This Agreement shall be unfunded for tax purposes.

Article 1

Definitions

Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1	“Beneficiary” means each designated person or entity, or the estate of the deceased Director, entitled to any benefits upon the death of the Director pursuant to<br> Article 4.
1.2	“Beneficiary Designation Form” means the form established from time to time by the Plan Administrator that the Director completes, signs and returns to the Plan<br> Administrator to designate one or more beneficiaries.
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1.3	“Board” means the Board of Directors of the Company as from time to time constituted.
---	---
1.4	“Code” means the Internal Revenue Code of 1986, as amended, and all regulations and guidance thereunder, as may be amended from time to time.
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1.5	“Disability” means the Director: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment<br> which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result<br> in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees or<br> directors of the Company. Medical determination of Disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering employees or directors of the Company, provided that the<br> definition of “disability” applied under such insurance program complies with the requirements of the preceding sentence. Upon the request of the Plan Administrator, the Director must submit proof to the Plan Administrator of the Social<br> Security Administration’s or the provider’s determination.
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1.6	“Effective Date” means October 1, 2024.
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1.7	“Fees” means the total annual board retainer and monthly fees paid to all directors, earned by the Director during a Plan Year. For purposes of clarity, Fees does<br> not include committee fees of any type, lead director fees or other special director fees.
1.8	“Normal Retirement Age” means the Annual Meeting of Shareholders following the date on which the Director attains age seventy (70).
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1.9	“Normal Retirement Date” means the later of Normal Retirement Age or Termination of Service.
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1.10	“Plan Administrator” means the plan administrator described in Article 6.
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1.11	“Plan Year” means each twelve (12) month period commencing on January 1 and ending on December 31 of each year.
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1.12	“Specified Employee” means an employee who at the time of Termination of Service is a key employee of the Company, if any stock of the Company is publicly traded on<br> an established securities market or otherwise. For purposes of this Agreement, an employee is a key employee if the employee meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations<br> thereunder and disregarding section 416(i)(5)) at any time during the twelve (12) month period ending on December 31 (the “identification period”). If the employee is a key employee during an identification period, the employee is treated<br> as a key employee for purposes of this Agreement during the twelve (12) month period that begins on the first day of April following the close of the identification period.
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1.13	“Termination for Cause” has the meaning set forth in Article 5.
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1.14	“Termination of Service” means a “separation from service” within the meaning of Treasury Regulation §1.409A-1(h) of the Director’s service with the Company and any<br> person with whom the Company would be considered a single employer under Code Sections 414(b) and (c) for reasons other than death or Disability.
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1.15	“Years of Service” means the total number of twelve (12) month periods during which the Director has served on the Board.
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Article 2

Distributions During Lifetime

2.1	Normal Retirement Benefit. Upon Termination of Service on or after Normal Retirement Age, the Company shall distribute to the Director the benefit described in this<br> Section 2.1 in lieu of any other benefit under this Article.
2.1.1	Amount of Benefit. The annual benefit under this Section 2.1 is the greater of: (i) fifty percent (50%) of the Director’s three (3) prior years’ average Fees; or (ii)<br> fifty percent (50%) of any consecutive three (3) prior years’ average Fees.
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2.1.2	Payment of Benefit. The Company shall distribute the annual benefit to the Director in twelve (12) equal monthly installments commencing on the first day of the month<br> following Termination of Service. The annual benefit shall be distributed to the Director for one hundred twenty (120) monthly installments.
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2.2	Disability Benefit. If the Director experiences a Disability prior to Normal Retirement Age which results in Termination of Service, the Company shall distribute to<br> the Director the benefit described in this Section 2.2 in lieu of any other benefit under this Article.
2.2.1	Amount of Benefit. The annual benefit under this Section 2.2 is the greater of: (1) fifty percent (50%) of the Director’s three (3) prior years’ average Fees; or<br> (ii) fifty percent (50%) of any consecutive three (3) prior years’ average Fees.
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2.2.2	Payment of Benefit. The Company shall distribute the annual benefit to the Director in twelve (12) equal monthly installments commencing on the first day of the<br> month following Termination of Service. The annual benefit shall be distributed to the Director for one hundred twenty (120) monthly installments.
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2.3	Restriction on Commencement of Distributions. Notwithstanding any provision of this Agreement to the contrary, if the Director is considered a Specified Employee,<br> the provisions of this Section 2.3 shall govern all distributions hereunder. If benefit distributions which would otherwise be made to the Director due to Termination of Service are limited because the Director is a Specified Employee,<br> then such distributions shall not be made during the first six (6) months following Termination of Service. Rather, any distribution which would otherwise be paid to the Director during such period shall be accumulated and paid to the<br> Director in a lump sum on the first day of the seventh month following Termination of Service. All subsequent distributions shall be paid in the manner specified.
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2.4	Distributions Upon Taxation of Amounts Deferred. If, pursuant to Code Section 409A, the Federal Insurance Contributions Act or other state, local or foreign tax, the<br> Director becomes subject to tax on the amounts deferred hereunder, then the Company may make a limited distribution to the Director in a manner that conforms to the requirements of Code section 409A. Any such distribution will decrease the<br> Director’s benefits distributable under this Agreement.
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2.5	Change in Form or Timing of Distributions. All changes in the form or timing of distributions hereunder must comply with the following requirements. The changes:
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(a)	may not accelerate the time or schedule of any distribution, except as provided in Code Section 409A and the regulations thereunder;
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(b)	must, for benefits distributable under Sections 2.1 and 2.2, delay the commencement of distributions for a minimum of five (5) years from the date the first<br> distribution was originally scheduled to be made; and
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(c)	must take effect not less than twelve (12) months after the election is made.
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Article 3

Distribution at Death

3.1	Death During Active Service. If the Director dies while in the active service of the Company, the Company shall distribute to the Beneficiary the benefit described in<br> this Section 3.1. This benefit shall be distributed in lieu of the benefits under Article 2.
3.1.1	Amount of Benefit. The annual benefit under this Section 3.1 is the greater of: (i) fifty percent (50%) of the Director’s three (3) prior years’ average Fees; or (ii)<br> fifty percent (50%) of any consecutive three (3) prior years’ average Fees.
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3.1.2	Payment of Benefit. The Company shall distribute the annual benefit to the Beneficiary in twelve (12) equal monthly installments commencing the first day of the<br> fourth month following the Director’s death. The annual benefit shall be distributed to the Beneficiary for sixty (60) months.
3.2	Death During Benefit Period or Before Benefit Distributions Commence. If the Director dies after any benefit distributions have commenced under this Agreement but<br> before receiving all such distributions, or if the Director is entitled to benefit distributions under this Agreement but dies prior to the commencement of said benefit distributions, the Company shall distribute to the Beneficiary the<br> lesser of: (i) the remaining benefits due the Director; or (ii) sixty (60) additional monthly benefits, commencing on the first day of the fourth month following the Director’s death.
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3.1.2

Payment of Benefit. The Company shall distribute the annual benefit to the Beneficiary in twelve (12) equal monthly installments commencing the first day of the fourth month following the Director’s death. The annual benefit shall be distributed to the Beneficiary for sixty (60) months.

3.2

Death During Benefit Period or Before Benefit Distributions Commence. If the Director dies after any benefit distributions have commenced under this Agreement but before receiving all such distributions, or if the Director is entitled to benefit distributions under this Agreement but dies prior to the commencement of said benefit distributions, the Company shall distribute to the Beneficiary the lesser of: (i) the remaining benefits due the Director; or (ii) sixty (60) additional monthly benefits, commencing on the first day of the fourth month following the Director’s death.

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Article 4

Beneficiaries

4.1	In General. The Director shall have the right, at any time, to designate a Beneficiary to receive any benefit distributions under this Agreement upon the death of the<br> Director. The Beneficiary designated under this Agreement may be the same as or different from the beneficiary designated under any other plan of the Company in which the Director participates.
4.2	Designation. The Director shall designate a Beneficiary by completing and signing the Beneficiary Designation Form and delivering it to the Plan Administrator or its<br> designated agent. If the Director names someone other than the Director’s spouse as a Beneficiary, the Plan Administrator may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by the Plan<br> Administrator, executed by the Director’s spouse and returned to the Plan Administrator. The Director’s beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Director or if the Director names a<br> spouse as Beneficiary and the marriage is subsequently dissolved. The Director shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Plan<br> Administrator’s rules and procedures. Upon the acceptance by the Plan Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Plan Administrator shall be entitled to rely on<br> the last Beneficiary Designation Form filed by the Director and accepted by the Plan Administrator prior to the Director’s death.
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4.3	Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Plan<br> Administrator or its designated agent.
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4.4	No Beneficiary Designation. If the Director dies without a valid Beneficiary designation, or if all designated Beneficiaries predecease the Director, then the<br> Director’s spouse shall be the designated Beneficiary. If the Director has no surviving spouse, any benefit shall be paid to the personal representative of the Director’s estate.
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4.5	Facility of Distribution. If the Plan Administrator determines in its discretion that a benefit is to be distributed to a minor, to a person declared incompetent or to<br> a person incapable of handling the disposition of that person’s property, the Plan Administrator may direct distribution of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent<br> person or incapable person. The Plan Administrator may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Any distribution of a benefit shall be a distribution for the<br> account of the Director and the Beneficiary, as the case may be, and shall completely discharge any liability under this Agreement for such distribution amount.
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Article 5

General Limitations

5.1	Termination for Cause. Notwithstanding any provision of this Agreement to the contrary, the Company shall not distribute any benefit under this Agreement if the<br> Company terminates the Director’s service for:
(a)	Gross negligence or gross neglect of duties to the Company;
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(b)	Commission of a felony or of a gross misdemeanor involving moral turpitude; or
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(c)	Fraud, disloyalty, dishonesty or willful violation of any law or significant Company policy committed in connection with the Director’s service and resulting in a<br> material adverse effect on the Company.
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5.2	Suicide or Misstatement. Notwithstanding any provision of this Agreement to the contrary, the Company shall not distribute any benefit under this Agreement if the<br> Director commits suicide within two (2) years after the Effective Date, or if an insurance company which issued a life insurance policy covering the Director and owned by the Company denies coverage (i) for material misstatements of fact made<br> by the Director on an application for such life insurance, or (ii) for any other reason.
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5.3	Removal. Notwithstanding any provision of this Agreement to the contrary, the Company shall not distribute any benefit under this Agreement if the Director is subject<br> to a final removal or prohibition order issued by an appropriate federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act.
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5.4	Excess Parachute Payment. Notwithstanding any provision of this Agreement to the contrary, the Company shall not distribute any benefit under this Agreement to the<br> extent the benefit would be an excess parachute payment under Section 280G of the Code.
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Article 6

Administration of Agreement

6.1	Plan Administrator Duties. The Plan Administrator shall administer this Agreement according to its express terms and shall also have the discretion and authority to<br> (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Agreement and (ii) decide or resolve any and all questions, including interpretations of this Agreement, as may arise in connection<br> with this Agreement to the extent the exercise of such discretion and authority does not conflict with Code Section 409A.
6.2	Agents. In the administration of this Agreement, the Plan Administrator may employ agents and delegate to them such administrative duties as the Plan Administrator<br> sees fit, including acting through a duly appointed representative, and may from time to time consult with counsel who may be counsel to the Company.
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6.3	Binding Effect of Decisions. Any decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration,<br> interpretation or application of this Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in this Agreement.
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6.4	Indemnity of Plan Administrator. The Company shall indemnify and hold harmless the Plan Administrator against any and all claims, losses, damages, expenses or<br> liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator.
6.5	Bank Information. To enable the Plan Administrator to perform its functions, the Company shall supply full and timely information to the Plan Administrator on all<br> matters relating to the date and circumstances of the Director’s death, Disability or Termination of Service, and such other pertinent information as the Plan Administrator may reasonably require.
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Article 7

Claims And Review Procedures

7.1	Claims Procedure. The Director or Beneficiary (“claimant”) who has not received benefits under the Agreement that he or she believes should be paid shall make a claim<br> for such benefits as follows:
7.1.1	Initiation - Written Claim. The claimant initiates a claim by submitting to the Company a written claim for the benefits. If such a claim relates to the contents of a<br> notice received by the claimant, the claim must be made within sixty (60) days after such notice was received by the claimant. All other claims must be made within one hundred eighty (180) days of the date on which the event that caused the<br> claim to arise occurred. The claim must state with particularity the determination desired by the claimant.
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7.1.2	Timing of Company Response. The Company shall respond to such claimant within ninety (90) days after receiving the claim (or, if such claim is on account of<br> disability, no later than forty-five (45) days). If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional ninety (90) days (or, if such<br> claim is on account of disability, for not more than two additional thirty (30) day periods) by notifying the claimant in writing, prior to the end of the initial period, that an additional period is required. The notice of extension must<br> set forth the special circumstances and the date by which the Company expects to render its decision. (If the claim is on account of disability, the notice will also include the standards for entitlement for a benefit, unresolved issues, and<br> information needed to resolve those issues. The claimant will be given at least 45 days to supply any needed information. The period that the claimant takes to produce the needed information does not count against the period for deciding<br> the claim.)
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7.1.3	Notice of Decision. If the Company denies part or all of the claim, the Company shall notify the claimant in writing of such denial. The Company shall write the<br> notification in a manner calculated to be understood by the claimant. The notification shall set forth:
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(a)	The specific reasons for the denial;
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(b)	A reference to the specific provisions of the Agreement on which the denial is based;
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(c)	A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;
(d)	An explanation of the Agreement’s review procedures and the time limits applicable to such procedures;
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(e)	A statement of the claimant’s right to bring a civil action following an adverse benefit determination on review; and
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(f)	In the case of an adverse determination of a claim on account of disability, the information to the claimant shall include, to the extent necessary, the information<br> set forth in Department of Labor Regulation Section 2560.503-1(g)(1).
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7.2	Review Procedure. If the Company denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Company of the denial, as<br> follows:
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7.2.1	Initiation - Written Request. To initiate the review, the claimant, within sixty (60) days after receiving the Company’s notice of denial (or, if such claim is a<br> claim on account of disability, within one-hundred-eighty (180) days), must file with the Company a written request for review.
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7.2.2	Additional Submissions - Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information<br> relating to the claim. The Company shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits.
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7.2.3	Considerations on Review. In considering the review, the Company shall take into account all materials and information the claimant submits relating to the claim,<br> without regard to whether such information was submitted or considered in the initial benefit determination.
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7.2.4	Timing of Company Response. The Company shall respond in writing to such claimant within sixty (60) days after receiving the request for review (or, if such claim is<br> on account of disability, no later than forty-five (45) days). If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional sixty (60)<br> days (or, if such claim is on account of disability, no later than forty-five (45) days) by notifying the claimant in writing prior to the end of the initial period that an additional period is required. The notice of extension must set<br> forth the special circumstances and the date by which the Company expects to render its decision.
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7.2.5	Notice of Decision. The Company shall notify the claimant in writing of its decision on review. The Company shall write the notification in a manner calculated to<br> be understood by the claimant. The notification shall set forth:
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(a)	The specific reasons for the denial;
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(b)	A reference to the specific provisions of the Agreement on which the denial is based;
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(c)	A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other<br> information relevant to the claimant’s claim for benefits;
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(d)	A statement of the claimant’s right to bring a civil action; and
(e)	In the case of an adverse determination of a claim on account of disability, if an internal rule, guideline, protocol, or other similar criterion was relied upon in<br> making the adverse determination, either (i) the specific rule, guideline, protocol, or other similar criterion; or (ii) a statement that such rule, guideline, protocol, or other similar criterion was relied upon in making the adverse<br> determination and that a copy of the rule, guideline, protocol, or other similar criterion will be provided free of charge to the claimant upon request.
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(d)

A statement of the claimant’s right to bring a civil action; and

(e)

In the case of an adverse determination of a claim on account of disability, if an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination, either (i) the specific rule, guideline, protocol, or other similar criterion; or (ii) a statement that such rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of the rule, guideline, protocol, or other similar criterion will be provided free of charge to the claimant upon request.

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Article 8

Amendments and Termination

8.1	Amendments. This Agreement may be amended only by a written agreement signed by the Company and the Director. However, the Company may unilaterally amend this<br> Agreement to conform to written directives to the Company from its auditors or banking regulators or to comply with legislative changes or tax law, including without limitation Section 409A of the Code and any and all Treasury regulations and<br> guidance promulgated thereunder.
8.2	Plan Termination Generally. This Agreement may be terminated only by a written agreement signed by the Company and the Director. Except as provided in Section 8.3,<br> the termination of this Agreement shall not cause a distribution of benefits under this Agreement. Rather, after such termination benefit distributions will be made at the earliest distribution event permitted under Article 2 or Article 3.
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8.3	Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 8.2, if this Agreement terminates in the following circumstances:
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(a)	Within thirty (30) days before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion<br> of the assets of the Company as described in Section 409A(a)(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the<br> Company’s arrangements which are substantially similar to the Agreement are terminated so the Director and all participants in the Similar Arrangements (as defined below) are required to receive all amounts of compensation deferred under the<br> terminated arrangements within twelve (12) months of the termination of the arrangements;
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(b)	Upon the Company’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Director’s gross<br> income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution<br> is administratively practical; or
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(c)	Upon the Company’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if<br> the Director participated in such arrangements (“Similar Arrangements”), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Company, (ii) all termination distributions are<br> made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years<br> following the date the Company takes all necessary action to irrevocably terminate and liquidate the Agreement;
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the Company may distribute the amount the Bank has accrued with respect to the Bank’s obligations hereunder, determined as of the date of the termination of the Agreement, to the Director in a lump sum subject to the above terms.

Article 9

Miscellaneous

9.1	Binding Effect. This Agreement shall bind the Director and the Company and their beneficiaries, survivors, executors, administrators and transferees.
9.2	No Guarantee of Service. This Agreement is not a contract for employment. It does not give the Director the right to remain as a member of the Board, nor does it<br> interfere with the Company’s right to discharge the Director. It also does not require the Director to remain a member of the Board nor interfere with the Director’s right to terminate service at any time.
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9.3	Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.
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9.4	Tax Withholding and Reporting. The Company shall withhold any taxes that are required to be withheld, including but not limited to taxes owed under Section 409A of the<br> Code and regulations thereunder, from the benefits provided under this Agreement. Director acknowledges that the Company’s sole liability regarding taxes is to forward any amounts withheld to the appropriate taxing authorities. The Company<br> shall satisfy all applicable reporting requirements, including those under Section 409A of the Code and regulations thereunder.
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9.5	Applicable Law. This Agreement and all rights hereunder shall be governed by the laws of the State of Ohio, except to the extent preempted by the laws of the United<br> States of America.
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9.6	Unfunded Arrangement. The Director and the Beneficiary are general unsecured creditors of the Company for the distribution of benefits under this Agreement. The<br> benefits represent the mere promise by the Company to distribute such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by<br> creditors. Any insurance on the Director’s life or other informal funding asset is a general asset of the Company to which the Director and the Beneficiary have no preferred or secured claim.
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9.7	Reorganization. The Company shall not merge or consolidate into or with another Company, or reorganize, or sell substantially all of its assets to another bank, firm,<br> or person unless such succeeding or continuing bank, firm, or person agrees to assume and discharge the obligations of the Company under this Agreement. Upon the occurrence of such event, the term “Company” as used in this Agreement shall be<br> deemed to refer to the successor or survivor bank.
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9.8	Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Director as to the subject matter hereof. No rights are granted to the<br> Director by virtue of this Agreement other than those specifically set forth herein.
9.9	Interpretation. Wherever the fulfillment of the intent and purpose of this Agreement requires, and the context will permit, the use of the masculine gender includes<br> the feminine and use of the singular includes the plural
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9.10	Alternative Action. In the event it shall become impossible for the Company or the Plan Administrator to perform any act required by this Agreement, the Company or<br> Plan Administrator may in its discretion perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Company, provided that such alternative acts do not violate Section<br> 409A of the Code.
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9.11	Headings. Article and section headings are for convenient reference only and shall not control or affect the meaning or construction of any of its provisions.
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9.12	Validity. In case any provision of this Agreement shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts<br> hereof, but this Agreement shall be construed and enforced as if such illegal and invalid provision has never been inserted herein.
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9.13	Notice. Any notice or filing required or permitted to be given to the Plan Administrator under this Agreement shall be sufficient if in writing and hand-delivered, or<br> sent by registered or certified mail, to the address below:
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The Ohio Valley Bank Company

Attn: BOLI Administrator

P O Box 240, 420 Third Avenue

Gallipolis OH 45631-0240

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark or the receipt for registration or certification.

Any notice or filing required or permitted to be given to the Director under this Agreement shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Director.

9.14	Compliance with Section 409A. This Agreement shall be interpreted and administered consistent with Code Section 409A.

IN WITNESS WHEREOF, the Director and an authorized representative of the Company have signed this Agreement.

DIRECTOR:		THE OHIO VALLEY BANK COMPANY
	By:
Seth I. Michael	Title:

EXHIBIT 10.22

THE OHIO VALLEY BANK COMPANY

DIRECTOR DEFERRED FEE AGREEMENT

This DIRECTOR DEFERRED FEE AGREEMENT (this “Agreement”) is adopted this 28^th^day of October, 2024 by and between THE OHIO VALLEY BANK COMPANY, a state-chartered commercial bank located in Gallipolis, Ohio (the “Company”), and Seth I. Michael (the “Director”).

The purpose of this Agreement is to provide specified benefits to the Director, a member of a select group of management or highly compensated employees who contribute materially to the continued growth, development and future business success of the Company. This Agreement shall be unfunded for tax purposes.

Article 1

Definitions

Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1	“Beneficiary” means each designated person or entity, or the estate of the deceased Director, entitled to any benefits upon the death of the Director pursuant to<br> Article 6.
1.2	“Beneficiary Designation Form” means the form established from time to time by the Plan Administrator that the Director completes, signs and returns to the Plan<br> Administrator to designate one or more beneficiaries.
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1.3	“Board” means the Board of Directors of the Company as from time to time constituted.
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1.4	“Code” means the Internal Revenue Code of 1986, as amended, and all regulations and guidance thereunder, as may be amended from time to time.
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1.5	“Deferral Account” means the Company’s accounting of the Director’s accumulated Deferrals plus accrued interest.
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1.6	“Deferral Election Form” means the form or forms established from time to time by the Plan Administrator that the Director completes, signs and returns to the Plan<br> Administrator to designate the amount of Deferrals.
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1.7	“Deferrals” means the amount of Fees which the Director elects to defer according to this Agreement.
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1.8	“Disability” means the Director: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which<br> can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in<br> death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees or<br> directors of the Company. Medical determination of Disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering employees or directors of the Company, provided that the<br> definition of “disability” applied under such insurance program complies with the requirements of the preceding sentence. Upon the request of the Plan Administrator, the Director must submit proof to the Plan Administrator of the Social<br> Security Administration’s or the provider’s determination.
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1.9	“Effective Date” means October 1, 2024.
1.10	“Fees” means the total annual board retainer and monthly fees paid to all directors, earned by the Director during a Plan Year. For purposes of clarity, Fees does not<br> include any lead director fees, committee meeting or chair fees or other special director fees.
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1.11	“Normal Retirement Age” means the Annual Meeting of Shareholders following the date on which the Director attains age seventy (70).
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1.12	“Plan Administrator” means the plan administrator described in Article 8.
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1.13	“Plan Year” means each twelve (12) month period commencing on January 1 and ending on December 31 of each year.
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1.14	“Specified Employee” means an employee who at the time of Termination of Service is a key employee of the Company, if any stock of the Company is publicly traded on an<br> established securities market or otherwise. For purposes of this Agreement, an employee is a key employee if the employee meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations<br> thereunder and disregarding section 416(i)(5)) at any time during the twelve (12) month period ending on December 31 (the “identification period”). If the employee is a key employee during an identification period, the employee is treated as<br> a key employee for purposes of this Agreement during the twelve (12) month period that begins on the first day of April following the close of the identification period.
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1.15	“Termination for Cause” has the meaning set forth in Article 7.
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1.16	“Termination of Service” means a “separation from service” within the meaning of Treasury Regulation §1.409A-1(h) of the Director’s service with the Company and any<br> person with whom the Company would be considered a single employer under Code Sections 414(b) and (c) for reasons other than death or Disability.
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1.17	“Unforeseeable Emergency” means a severe financial hardship to the Director within the meaning of Treasury Regulation §1.409A-3(i)(3) resulting from an illness or<br> accident of the Director, the Director’s spouse, the Beneficiary, or the Director’s dependent (as defined in Code Section 152 without regard to Code Sections 152(b)(1), (b)(2) and (d)(1)(B)), loss of the Director’s property due to casualty,<br> or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Director.
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Article 2

Deferral Election

2.1

Elections Generally. The Director may annually file a Fees Deferral Election Form with the Plan Administrator no later than the end of the Plan Year preceding the Plan Year in which services leading to such Fees will be performed. Notwithstanding anything to the contrary, the Director may not elect to defer Fees in an amount greater than $10,000 each Plan Year, or such greater or lesser amount as may be established by the Board each Plan Year.

2.2	Initial Election. After being notified by the Plan Administrator of becoming eligible to participate in this Agreement, the Director may make an initial deferral<br> election by delivering to the Plan Administrator a signed Deferral Election Form and a Beneficiary Designation Form within thirty (30) days of becoming eligible, with respect to any Fees to be paid for services to be performed after such<br> election is made. The Deferral Election Form shall set forth the amount of Fees to be deferred. However, if the Director was eligible to participate in any other account balance plans sponsored by the Company (as referenced in Code Section<br> 409A) prior to becoming eligible to participate in this Agreement, the initial election to defer Fees under this Agreement shall not be effective until the Plan Year following the Plan Year in which the Director became eligible to participate<br> in this Agreement.
2.3	Election Changes. The Director may modify the amount of Fees to be deferred annually by filing a new Deferral Election Form with the Company. The modified deferral<br> shall not be effective until the calendar year following the year in which such subsequent Deferral Election Form is received by the Company.
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2.4	Hardship. If an Unforeseeable Emergency occurs, the Director, by written instructions to the Company, may discontinue deferrals hereunder. Any subsequent Deferral<br> Elections may be made only in accordance with Section 2.3 hereof.
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Article 3

Deferral Account

3.1	Establishing and Crediting. The Company shall establish a Deferral Account on its books for the Director and shall credit to the Deferral Account the following<br> amounts:

(a) Any Deferrals hereunder; and

(b) Interest as follows:

(i)	At the end of each Plan Year and immediately prior to the payment of any benefits, interest shall be credited on the Deferral Account balance at<br> an annual rate determined by the Board of Directors in its sole discretion, compounded annually; and
(ii)	At the end of each Plan Year during any applicable installment period, interest shall be credited on the Deferral Account balance at an annual rate determined by the<br> Board of Directors in its sole discretion, compounded annually.
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3.2	Statement of Accounts. The Plan Administrator shall provide to the Director, within one hundred twenty (120) days after the end of each Plan Year, a statement setting<br> forth the benefits to be distributed under this Agreement.
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3.3	Accounting Device Only. The Deferral Account is solely a device for measuring amounts to be paid under this Agreement. The Deferral Account is not a trust fund of any<br> kind. The Director is a general unsecured creditor of the Company for the distribution of benefits. The benefits represent the mere Company promise to distribute such benefits. The Director’s rights are not subject in any manner to<br> anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by the Director’s creditors.
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Article 4

Distributions During Lifetime

4.1	Normal Retirement Benefit. Upon Termination of Service, the Company shall distribute to the Director the benefit described in this Section 4.1 in lieu of any other<br> benefit under this Article.
4.1.1	Amount of Benefit. The benefit under this Section 4.1 is the Deferral Account balance at Termination of Service.
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4.1.2	Payment of Benefit. The Company shall distribute the benefit to the Director in one hundred twenty (120) consecutive monthly installments commencing on the first day<br> of the month following Termination of Service.
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4.2	Disability Benefit. If the Director experiences a Disability which results in Termination of Service, the Company shall distribute to the Director the benefit<br> described in this Section 4.2 in lieu of any other benefit under this Article.
---	---
4.2.1	Amount of Benefit. The benefit under this Section 4.2 is the Deferral Account balance at Termination of Service.
---	---
4.2.2	Payment of Benefit. The Company shall distribute the benefit to the Director in one hundred twenty (120) consecutive monthly installments commencing on the first day<br> of the month following Termination of Service.
---	---
4.3	Hardship Distribution. If an Unforeseeable Emergency occurs, the Director may petition the Board to receive a distribution from the Agreement (a “Hardship<br> Distribution”). The Board in its sole discretion may grant such petition. If granted, the Director shall receive, within sixty (60) days, a distribution from the Agreement only to the extent deemed necessary by the Board to remedy the<br> Unforeseeable Emergency, plus an amount necessary to pay taxes reasonably anticipated as a result of the distribution. In any event, the maximum amount which may be paid out pursuant to this Section 4.3 is the Deferral Account balance as of<br> the day the Director petitioned the Board to receive a Hardship Distribution. Such a distribution shall reduce the Deferral Account balance. A distribution under this Section 4.3 may not be made to the extent that such emergency is or may<br> be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Director’s assets, to the extent the liquidation of such assets would not cause severe financial hardship, or by cancellation of deferrals in<br> accordance with Section 2.4 of this Agreement.
---	---
4.4	Restriction on Commencement of Distributions. Notwithstanding any provision of this Agreement to the contrary, if the Director is considered a Specified Employee, the<br> provisions of this Section 4.4 shall govern all distributions hereunder. If benefit distributions which would otherwise be made to the Director due to Termination of Service are limited because the Director is a Specified Employee, then such<br> distributions shall not be made during the first six (6) months following Termination of Service. Rather, any distribution which would otherwise be paid to the Director during such period shall be accumulated and paid to the Director in a<br> lump sum on the first day of the seventh month following Termination of Service. All subsequent distributions shall be paid in the manner specified.
---	---

4.5	Distributions Upon Taxation of Amounts Deferred. If, pursuant to Code Section 409A, the Federal Insurance Contributions Act or other state, local or foreign tax, the<br> Director becomes subject to tax on the amounts deferred hereunder, then the Company may make a limited distribution to the Director in a manner that conforms to the requirements of Code section 409A. Any such distribution will decrease the<br> Director’s benefits distributable under this Agreement.
4.6	Change in Form or Timing of Distributions. All changes in the form or timing of distributions hereunder must comply with the following requirements. The changes:
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(a)	may not accelerate the time or schedule of any distribution, except as provided in Code Section 409A and the regulations thereunder;
---	---
(b)	must, for benefits distributable under Sections 4.1 and 4.2, delay the commencement of distributions for a minimum of five (5) years from the date the first<br> distribution was originally scheduled to be made; and
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(c)	must take effect not less than twelve (12) months after the election is made.
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Article 5

Distributions at Death

5.1	Death During Active Service. If the Director dies while in active service to the Company, the Company shall distribute to the Beneficiary the benefit described in this<br> Section 5.1. This benefit shall be distributed in lieu of the benefits under Article 4.
5.1.1	Amount of Benefit. The benefit under Section 5.1 is the Deferral Account balance as of the Director’s death.
---	---
5.1.2	Payment of Benefit. The Company shall distribute the benefit to the Beneficiary in one hundred twenty (120) consecutive monthly installments commencing on the first<br> day of the fourth month following the Director’s death. If the Deferral Account balance is less than the applicable dollar amount under Code Section 402(g)(1)(B), the payment will be made in a lump sum.
---	---
5.2	Death During Distribution of a Benefit. If the Director dies after any benefit distributions have commenced under this Agreement but before receiving all such<br> distributions, the Company shall distribute to the Beneficiary the remaining benefits at the same time and in the same amounts that would have been distributed to the Director had the Director survived.
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5.3	Death After Termination of Service But Before Payment of a Lifetime Benefit Commences. If the Director is entitled to benefit distributions under this Agreement, but<br> dies prior to the commencement of said benefit distributions, the Company shall pay to the Director’s beneficiary the same benefits that the Director was entitled to prior to death except that the benefit distributions shall commence on the<br> first day of the fourth month following the Director’s death.
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Article 6

Beneficiaries

6.1	In General. The Director shall have the right, at any time, to designate a Beneficiary to receive any benefit distributions under this Agreement upon the death of<br> the Director. The Beneficiary designated under this Agreement may be the same as or different from the beneficiary designated under any other plan of the Company in which the Director participates.
6.2	Designation. The Director shall designate ‘a Beneficiary by completing and signing the Beneficiary Designation Form and delivering it to the Plan Administrator or<br> its designated agent. If the Director names someone other than the Director’s spouse as a Beneficiary, the Plan Administrator may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by<br> the Plan Administrator, executed by the Director’s spouse and returned to the Plan Administrator. The Director’s beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Director or if the Director<br> names a spouse as Beneficiary and the marriage is subsequently dissolved. The Director shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the<br> Plan Administrator’s rules and procedures. Upon the acceptance by the Plan Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Plan Administrator shall be entitled to<br> rely on the last Beneficiary Designation Form filed by the Director and accepted by the Plan Administrator prior to the Director’s death.
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6.3	Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Plan<br> Administrator or its designated agent.
---	---
6.4	No Beneficiary Designation. If the Director dies without a valid Beneficiary designation, or if all designated Beneficiaries predecease the Director, then the<br> Director’s spouse shall be the designated Beneficiary. If the Director has no surviving spouse, any benefit shall be paid to the personal representative of the Director’s estate.
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6.5	Facility of Distribution. If the Plan Administrator determines in its discretion that a benefit is to be distributed to a minor, to a person declared incompetent or<br> to a person incapable of handling the disposition of that person’s property, the Plan Administrator may direct distribution of such benefit to the guardian, legal representative or person having the care or custody of such minor,<br> incompetent person or incapable person. The Plan Administrator may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Any distribution of a benefit shall be a<br> distribution for the account of the Director and the Beneficiary, as the case may be, and shall completely discharge any liability under this Agreement for such distribution amount.
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Article 7

General Limitations

7.1	Termination for Cause. Notwithstanding any provision of this Agreement to the contrary, the Company shall not distribute any benefit under this Agreement in excess<br> of the Deferrals if the Company terminates the Director’s service for:

(a) Gross negligence or gross neglect of duties to the Company;

(b) Commission of a felony or of a gross misdemeanor involving moral turpitude; or

(c)	Fraud, disloyalty, dishonesty or willful violation of any law or significant Company policy committed in connection with the Director’s service and resulting in a<br> material adverse effect on the Company.
7.2	RESERVED
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7.3	Removal. Notwithstanding any provision of this Agreement to the contrary, the Company shall not distribute any benefit under this Agreement in excess of the Deferrals<br> (i.e., Deferral Account minus interest credited thereon) if the Director is subject to a final removal or prohibition order issued by an appropriate federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act.
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7.4	Excess Parachute Payment. Notwithstanding any provision of this Agreement to the contrary, the Company shall not distribute any benefit under this Agreement in excess<br> of the Deferrals to the extent the benefit would be an excess parachute payment under Section 280G of the Code.
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Article 8

Administration of Agreement

8.1	Plan Administrator Duties. The Plan Administrator shall administer this Agreement according to its express terms and shall also have the discretion and authority to<br> (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Agreement and (ii) decide or resolve any and all questions, including interpretations of this Agreement, as may arise in connection<br> with this Agreement to the extent the exercise of such discretion and authority does not conflict with Code Section 409A.
8.2	Agents. In the administration of this Agreement, the Plan Administrator may employ agents and delegate to them such administrative duties as the Plan Administrator<br> sees fit, including acting through a duly appointed representative, and may from time to time consult with counsel who may be counsel to the Company.
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8.3	Binding Effect of Decisions. Any decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration,<br> interpretation or application of this Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in this Agreement.
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8.4	Indemnity of Plan Administrator. The Company shall indemnify and hold harmless the Plan Administrator against any and all claims, losses, damages, expenses or<br> liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator.
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8.5	Bank Information. To enable the Plan Administrator to perform its functions, the Company shall supply full and timely information to the Plan Administrator on all<br> matters relating to the date and circumstances of the Director’s death, Disability or Termination of Service, and such other pertinent information as the Plan Administrator may reasonably require.
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Article 9

Claims and Review Procedures

9.1	Claims Procedure. The Director or Beneficiary (“claimant”) who has not received benefits under the Agreement that he or she believes should be paid shall make a claim<br> for such benefits as follows:
9.1.1	Initiation - Written Claim. The claimant initiates a claim by submitting to the Company a written claim for the benefits. If such a claim relates to the contents of a<br> notice received by the claimant, the claim must be made within sixty (60) days after such notice was received by the claimant. All other claims must be made within one hundred eighty (180) days of the date on which the event that caused the<br> claim to arise occurred. The claim must state with particularity the determination desired by the claimant.
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9.1.2	Timing of Company Response. The Company shall respond to such claimant within ninety (90) days after receiving the claim (or, if such claim is on account of<br> disability, no later than forty-five (45) days). If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional ninety (90) days (or, if such<br> claim is on account of disability, for not more than two additional thirty (30) day periods) by notifying the claimant in writing, prior to the end of the initial period, that an additional period is required. The notice of extension must<br> set forth the special circumstances and the date by which the Company expects to render its decision. (If the claim is on account of disability, the notice will also include the standards for entitlement for a benefit, unresolved issues, and<br> information needed to resolve those issues. The claimant will be given at least 45 days to supply any needed information. The period that the claimant takes to produce the needed information does not count against the period for deciding<br> the claim.)
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9.1.3	Notice of Decision. If the Company denies part or all of the claim, the Company shall notify the claimant in writing of such denial. The Company shall write the<br> notification in a manner calculated to be understood by the claimant. The notification shall set forth:
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(a)	The specific reasons for the denial;
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(b)	A reference to the specific provisions of the Agreement on which the denial is based;
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(c)	A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;
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(d)	An explanation of the Agreement’s review procedures and the time limits applicable to such procedures;
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(e)	A statement of the claimant’s right to bring a civil action following an adverse benefit determination on review; and
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(f)	In the case of an adverse determination of a claim on account of disability, the information to the claimant shall include, to the extent necessary, the information set<br> forth in Department of Labor Regulation Section 2560.503-1(g)(1).
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9.2	Review Procedure. If the Company denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Company of the denial, as<br> follows:
9.2.1	Initiation - Written Request. To initiate the review, the claimant, within sixty (60) days after receiving the Company’s notice of denial (or, if such claim is a claim<br> on account of disability, within one-hundred-eighty (180) days), must file with the Company a written request for review.
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9.2.2	Additional Submissions - Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating<br> to the claim. The Company shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits.
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9.2.3	Considerations on Review. In considering the review, the Company shall take into account all materials and information the claimant submits relating to the claim,<br> without regard to whether such information was submitted or considered in the initial benefit determination.
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9.2.4	Timing of Company Response. The Company shall respond in writing to such claimant within sixty (60) days after receiving the request for review (or, if such claim is<br> on account of disability, no later than forty-five (45) days). If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional sixty (60) days<br> (or, if such claim is on account of disability, no later than forty-five (45) days) by notifying the claimant in writing prior to the end of the initial period that an additional period is required. The notice of extension must set forth the<br> special circumstances and the date by which the Company expects to render its decision.
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9.2.5	Notice of Decision. The Company shall notify the claimant in writing of its decision on review. The Company shall write the notification in a manner calculated to be<br> understood by the claimant. The notification shall set forth:
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(a)	The specific reasons for the denial;
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(b)	A reference to the specific provisions of the Agreement on which the denial is based;
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(c)	A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information<br> relevant to the claimant’s claim for benefits;
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(d)	A statement of the claimant’s right to bring a civil action; and
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(e)	In the case of an adverse determination of a claim on account of disability, if an internal rule, guideline, protocol, or other similar criterion was relied upon in<br> making the adverse determination, either (i) the specific rule, guideline, protocol, or other similar criterion; or (ii) a statement that such rule, guideline, protocol, or other similar criterion was relied upon in making the adverse<br> determination and that a copy of the rule, guideline, protocol, or other similar criterion will be provided free of charge to the claimant upon request.
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Article 10

Amendments and Termination

10.1	Amendments. This Agreement may be amended only by a written agreement signed by the Company and the Director. However, the Company may unilaterally amend this<br> Agreement to conform to written directives to the Company from its auditors or banking regulators or to comply with legislative changes or tax law, including without limitation Section 409A of the Code and any and all Treasury regulations and<br> guidance promulgated thereunder.
10.2	Plan Termination Generally. This Agreement may be terminated only by a written agreement signed by the Company and the Director. Except as provided in Section 10.3,<br> the termination of this Agreement shall not cause a distribution of benefits under this Agreement. Rather, after such termination benefit distributions will be made at the earliest distribution event permitted under Article 4 or Article 5.
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10.3	Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 10.2, if this Agreement terminates in the following circumstances:
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(a)	Within thirty (30) days before or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion<br> of the assets of the Company as described in Section 409A(a)(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the<br> Company’s arrangements which are substantially similar to the Agreement are terminated so the Director and all participants in the Similar Arrangements (as defined below) are required to receive all amounts of compensation deferred under the<br> terminated arrangements within twelve (12) months of the termination of the arrangements;
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(b)	Upon the Company’s dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Director’s gross<br> income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution<br> is administratively practical; or
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(c)	Upon the Company’s termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if<br> the Director participated in such arrangements (“Similar Arrangements”), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Company, (ii) all termination distributions are<br> made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years<br> following the date the Company takes all necessary action to irrevocably terminate and liquidate the Agreement;
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the Company may distribute Deferral Account balance, determined as of the date of the termination of the Agreement, to the Director in a lump sum subject to the above terms.

Article 11

Miscellaneous

11.1	Binding Effect. This Agreement shall bind the Director and the Company and their beneficiaries, survivors, executors, administrators and transferees.
11.2	No Guarantee of Service. This Agreement is not a contract for employment. It does not give the Director the right to remain as a member of the Board, nor does it<br> interfere with the Company’s right to discharge the Director. It also does not require the Director to remain a member of the Board nor interfere with the Director’s right to terminate service at any time.
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11.3	Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.
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11.4	Tax Withholding and Reporting. The Company shall withhold any taxes that are required to be withheld, including but not limited to taxes owed under Section 409A of the<br> Code and regulations thereunder, from the benefits provided under this Agreement. Director acknowledges that the Company’s sole liability regarding taxes is to forward any amounts withheld to the appropriate taxing authorities. The Company<br> shall satisfy all applicable reporting requirements, including those under Section 409A of the Code and regulations thereunder.
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11.5	Applicable Law. This Agreement and all rights hereunder shall be governed by the laws of the State of Ohio, except to the extent preempted by the laws of the United<br> States of America.
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11.6	Unfunded Arrangement. The Director and the Beneficiary are general unsecured creditors of the Company for the distribution of benefits under this Agreement. The<br> benefits represent the mere promise by the Company to distribute such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by<br> creditors. Any insurance on the Director’s life or other informal funding asset is a general asset of the Company to which the Director and the Beneficiary have no preferred or secured claim.
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11.7	Reorganization. The Company shall not merge or consolidate into or with another Company, or reorganize, or sell substantially all of its assets to another bank, firm,<br> or person unless such succeeding or continuing bank, firm, or person agrees to assume and discharge the obligations of the Company under this Agreement. Upon the occurrence of such event, the term “Company” as used in this Agreement shall be<br> deemed to refer to the successor or survivor bank.
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11.8	Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Director as to the subject matter hereof No rights are granted to the<br> Director by virtue of this Agreement other than those specifically set forth herein.
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11.9	Interpretation. Wherever the fulfillment of the intent and purpose of this Agreement requires, and the context will permit, the use of the masculine gender includes<br> the feminine and use of the singular includes the plural.
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11.10	Alternative Action. In the event it shall become impossible for the Company or the Plan Administrator to perform any act required by this Agreement, the Company or<br> Plan Administrator may in its discretion perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Company, provided that such alternative acts do not violate Section<br> 409A of the Code.
11.11	Headings. Article and section headings are for convenient reference only and shall not control or affect the meaning or construction of any of its provisions.
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11.12	Validity. In case any provision of this Agreement shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts<br> hereof, but this Agreement shall be construed and enforced as if such illegal and invalid provision has never been inserted herein.
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11.13	Notice. Any notice or filing required or permitted to be given to the Plan Administrator under this Agreement shall be sufficient if in writing and hand-delivered, or<br> sent by registered or certified mail, to the address below:
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The Ohio Valley Bank Company

Attn: BOLI Administrator

P O Box 240, 420 Third Avenue

Gallipolis OH 45631-0240

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark or the receipt for registration or certification.

11.14	Compliance with Section 409A. This Agreement shall be interpreted and administered consistent with Code Section 409A.

IN WITNESS WHEREOF, the Director and an authorized representative of the Company have signed this Agreement.

DIRECTOR:		THE OHIO VALLEY BANK COMPANY
	By:
Seth I. Michael	Title:

consolidated statements of condition


			2023
(dollars in thousands, except share and per share data)
Assets
Cash and noninterest-bearing deposits with banks	15,704		$	14,252
Interest-bearing deposits with banks	67,403			113,874
Total cash and cash equivalents	83,107			128,126
Securities available for sale	268,120			162,258
Securities held to maturity, net of allowance for credit losses of 1 in 2024 and 2 in 2023	7,049			7,986
Restricted investments in bank stocks	5,007			5,037
Total loans	1,061,825			971,900
Less: Allowance for credit losses	(10,088	)		(8,767	)
Net loans	1,051,737			963,133
Premises and equipment, net	21,229			21,450
Premises and equipment held for sale, net	507			573
Accrued interest receivable	4,805			3,606
Goodwill	7,319			7,319
Other intangible assets, net	—			8
Bank owned life insurance and annuity assets	42,048			40,593
Operating lease right-of-use asset, net	1,024			1,205
Deferred tax assets	7,218			6,306
Other assets	4,242			4,535
Total assets	1,503,412		$	1,352,135
Liabilities
Noninterest-bearing deposits	322,383		$	322,222
Interest-bearing deposits	952,795			804,914
Total deposits	1,275,178			1,127,136
Other borrowed funds	39,740			44,593
Subordinated debentures	8,500			8,500
Operating lease liability	1,024			1,205
Allowance for credit losses on off-balance sheet commitments	582			692
Other liabilities	28,060			26,002
Total liabilities	1,353,084			1,208,128
Commitments and Contingent Liabilities (See Note L)	—			—
Shareholders’ Equity
Common stock (1.00 stated value per share, 10,000,000 shares authorized; 2024 - 5,490,995<br> shares issued; 2023 - 5,470,453 shares issued)	5,491			5,470
Additional paid-in capital	52,321			51,842
Retained earnings	121,693			114,871
Accumulated other comprehensive income (loss)	(10,484	)		(11,428	)
Treasury stock, at cost (2024 - 779,994 shares; 2023 – 697,321 shares)	(18,693	)		(16,748	)
Total shareholders’ equity	150,328			144,007
Total liabilities and shareholders’ equity	1,503,412		$	1,352,135

All values are in US Dollars.

See accompanying notes to consolidated financial statements

consolidated statements of income

For the years ended December 31	2024		2023
(dollars in thousands, except per share data)
Interest and dividend income:
Loans, including fees	$	64,938	$	54,821
Securities:
Taxable		5,862		3,678
Tax exempt		132		162
Dividends		384		324
Interest-bearing deposits with banks		4,447		2,870
Other interest		—		10
		75,763		61,865
Interest expense:
Deposits		24,639		14,174
Other borrowed funds		1,702		1,067
Subordinated debentures		618		597
		26,959		15,838
Net interest income		48,804		46,027
Provision for credit losses		2,469		2,090
Net interest income after provision for credit losses		46,335		43,937
Noninterest income:
Service charges on deposit accounts		3,039		2,700
Trust fees		404		326
Income from bank owned life insurance and annuity assets		929		860
Mortgage banking income		163		175
Electronic refund check / deposit fees		675		675
Debit / credit card interchange income		4,968		4,860
Tax preparation fees		644		669
Other		2,349		2,364
		13,171		12,629
Noninterest expense:
Salaries and employee benefits		27,782		23,391
Occupancy		1,938		1,903
Furniture and equipment		1,300		1,321
Professional fees		1,873		1,656
Marketing expense		820		1,010
FDIC insurance		648		569
Data processing		3,094		2,809
Software		2,260		2,649
Foreclosed assets		4		15
Amortization of intangibles		8		21
Other		6,403		6,024
		46,130		41,368
Income before income taxes		13,376		15,198
Provision for income taxes		2,377		2,567
NET INCOME	$	10,999	$	12,631
Earnings per share	$	2.32	$	2.65

See accompanying notes to consolidated financial statements

consolidated statements of

comprehensive income

For the years ended December 31	2024			2023
(dollars in thousands)
NET INCOME	$	10,999		$	12,631
Other comprehensive income (loss):
Change in unrealized gain (loss) on available for sale securities		1,211			4,067
Reclassification adjustment for realized losses		—			23
		1,211			4,090
Related tax effect		(267	)		(705	)
Total other comprehensive income (loss), net of tax		944			3,385
Total comprehensive income	$	11,943		$	16,016

See accompanying notes to consolidated financial statements

consolidated statements of changes in

shareholders’ equity

For the years ended December 31, 2024 and 2023
(dollars in thousands, except share and per share data)
		Additional Paid-In<br><br> <br>Capital		Retained<br><br> <br>Earnings			Accumulated Other<br><br> <br>Comprehensive<br><br> <br>Income (Loss)			Treasury<br><br> <br>Stock			Total<br><br> <br>Shareholders’<br><br> <br>Equity
Balances at January 1, 2023	5,465	$	51,722	$	107,111		$	(14,813	)	$	(16,666	)	$	132,819
Net income	—		—		12,631			—			—			12,631
Other comprehensive income (loss), net	—		—		—			3,385			—			3,385
Cash dividends, 1.02 per share	—		—		(4,871	)		—			—			(4,871	)
Common stock issued<br> to ESOP, 4,746 shares	5		120		—			—			—			125
Shares acquired for treasury, 3,388 shares	—		—		—			—			(82	)		(82	)
Balances at December 31, 2023	5,470		51,842		114,871			(11,428	)		(16,748	)		144,007
Net income	—		—		10,999			—			—			10,999
Other comprehensive income (loss), net	—		—		—			944			—			944
Cash dividends, 0.88 per share	—		—		(4,177	)		—			—			(4,177	)
Common Stock issued to ESOP, 20,542 shares	21		479		—			—			—			500
Shares acquired for treasury, 82,673<br> shares	—		—		—			—			(1,945	)		(1,945	)
Balances at December 31, 2024	5,491	$	52,321	$	121,693		$	(10,484	)	$	(18,693	)	$	150,328

All values are in US Dollars.

See accompanying notes to consolidated financial statements

consolidated statements of cash flows

For the years ended December 31	2024			2023
(dollars in thousands)
Cash flows from operating activities:
Net income	$	10,999		$	12,631
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for (recovery<br> of) credit losses		2,469			2,090
Depreciation of premises and equipment		1,676			1,562
Accretion of building grant		(3	)		(4	)
Net amortization (accretion) of purchase accounting adjustments		(8	)		(1	)
Net amortization (accretion) of securities		(1,427	)		(478	)
Net realized loss on sale of securities		—			23
Proceeds from sale of loans in secondary market		590			125
Loans disbursed for sale in secondary market		(588	)		(124	)
Amortization of mortgage servicing rights		52			53
Gain on sale of loans		(215	)		(228	)
Amortization of intangible assets		8			21
Amortization of certificates of deposit premiums		—			7
Deferred tax (benefit) expense		(1,180	)		(745	)
Contribution of common stock to ESOP		500			125
Earnings on bank owned life insurance and annuity assets		(929	)		(860	)
Change in accrued interest receivable		(1,199	)		(494	)
Change in other liabilities		1,891			5,567
Change in other assets		461			1,477
Net cash provided by operating activities		13,097			20,747
Cash flows from investing activities:
Proceeds from sales of securities available for sale		—			1,067
Proceeds from maturities and paydowns of securities available for sale		34,741			25,901
Purchases of securities available for sale		(137,946	)		(586	)
Proceeds from calls and maturities of securities held to maturity		919			1,217
Proceeds from maturities of certificates of deposit in financial institutions		—			2,100
Purchases of certificates of deposit in financial institutions		—			(245	)
Purchases of restricted<br> investments in bank stocks		(80	)		(969	)
Redemptions of restricted investments in bank stocks		110			1,885
Net change in loans		(90,997	)		(87,481	)
Purchases of premises and equipment		(1,433	)		(2,689	)
Disposals of premises and equipment		29			219
Reimbursement of building<br> grant		—			(100	)
Purchases of bank owned life insurance and annuity assets		(772	)		(250	)
Withdrawals from bank owned life insurance and annuity assets		246			144
Net cash (used in) investing activities		(195,183	)		(59,787	)
Cash flows from financing activities:
Change in deposits		148,042			99,481
Cash dividends		(4,177	)		(4,871	)
Purchases of treasury stock		(1,945	)		(82	)
Proceeds from Federal Home Loan Bank borrowings		2			30,001
Repayment of Federal Home Loan Bank borrowings		(4,962	)		(3,371	)
Change in other short-term borrowings		107			18
Net cash provided by (used in) financing activities		137,067			121,176
Cash and cash equivalents:
Change in cash and cash equivalents		(45,019	)		82,136
Cash and cash equivalents at beginning of year		128,126			45,990
Cash and cash equivalents at end of year	$	83,107		$	128,126
Supplemental disclosure:
Cash paid for interest	$	28,322		$	9,674
Cash paid for income taxes		3,350			2,750
Transfers from loans to other real estate owned		—			129
Operating lease liability arising from obtaining right-of-use asset		—			187

See accompanying notes to consolidated financial statements

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note A - Summary of Significant Accounting Policies

Description of Business: Ohio Valley Banc Corp. (“Ohio Valley”) is a financial holding company registered under the Bank Holding Company Act of 1956. Ohio Valley has one banking subsidiary, The Ohio Valley Bank Company (the “Bank”), an Ohio state-chartered bank that is a member of the Federal Reserve Bank (“FRB”) and is regulated primarily by the Ohio Division of Financial Institutions and the Federal Reserve Board. Ohio Valley also has a subsidiary that engages in consumer lending generally to individuals with higher credit risk history, Loan Central, Inc.; and a subsidiary insurance agency that facilitates the receipts of insurance commissions, Ohio Valley Financial Services Agency, LLC. The Bank has one wholly-owned subsidiary, Ohio Valley REO, LLC (“Ohio Valley REO”), an Ohio limited liability company, to which the Bank transfers certain real estate acquired by the Bank through foreclosure for sale by Ohio Valley REO. In December 2023, Ohio Valley ceased operating Race Day Mortgage, Inc. (“Race Day”), which had been a wholly-owned subsidiary of the Bank since April 2021. The decision to cease operating Race Day was made due to low loan demand, poor employee retention, and lack of profitability. In December 2023, Ohio Valley also ceased operating OVBC Captive, Inc. (the “Captive”), which had been a subsidiary of Ohio Valley since July 2014. The decision to cease operating the Captive was the result of proposed IRS regulations that adversely impacted the taxation of small captives and severely limited the Captive’s ability to operate. Ohio Valley and its subsidiaries are collectively referred to herein as the “Company.”

The Company provides a full range of commercial and retail banking services from 23 offices located in southeastern Ohio and western West Virginia. It accepts deposits in checking, savings, time and money market accounts and makes personal, commercial, construction and real estate loans. Substantially all loans are secured by specific items of collateral, including business assets, consumer assets, and commercial and residential real estate. Commercial loans are expected to be repaid from cash flow from business operations. The Company also offers safe deposit boxes, wire transfers and other standard banking products and services. The Bank’s deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”). In addition to accepting deposits and making loans, the Bank invests in U. S. Government and agency obligations, interest-bearing deposits in other financial institutions and investments permitted by applicable law.

The Bank’s trust department provides a wide variety of fiduciary services for trusts, estates and benefit plans and also provides investment and security services as an agent for its customers.

Principles of Consolidation: The consolidated financial statements include the accounts of Ohio Valley and its wholly-owned subsidiaries, the Bank, Loan Central, Inc., and Ohio Valley Financial Services Agency, LLC. All material intercompany accounts and transactions have been eliminated.

Reclassifications: The consolidated financial statements for 2023 have been reclassified to conform with the presentation for 2024. These reclassifications had no effect on the net results of operations or shareholders’ equity.

Use of Estimates: The accounting and reporting policies followed by the Company conform to U.S. generally accepted accounting principles (“US GAAP”) established by the Financial Accounting Standards Board (“FASB”). The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ.

Industry Segment Information: Internal financial information is primarily reported and aggregated in one line of business, banking.

Cash and Cash Equivalents: Cash and cash equivalents include cash on hand, noninterest-bearing deposits with banks, federal funds sold and interest-bearing deposits with banks with maturity terms of less than 90 days. Generally, federal funds are purchased and sold for one-day periods. The Company reports net cash flows for customer loan transactions, deposit transactions, short-term borrowings and interest-bearing deposits with other financial institutions.

Debt Securities: The Company classifies securities into held to maturity (“HTM”) and available for sale (“AFS”) categories. HTM securities are those which the Company has the positive intent and ability to hold to maturity and are reported at amortized cost. Securities classified as AFS include securities that could be sold for liquidity, investment management or similar reasons even if there is not a present intention of such a sale. AFS securities are reported at fair value, with unrealized gains or losses included in other comprehensive income, net of tax.

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note A - Summary of Significant Accounting Policies (continued)

Premium amortization is deducted from, and discount accretion is added to, interest income on securities using the level yield method without anticipating prepayments, except for mortgage-backed securities where prepayments are anticipated. Gains and losses are recognized upon the sale of specific identified securities on the completed trade date.

Allowance for Credit Losses (“ACL”) – AFS Securities: For AFS debt securities in an unrealized position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For debt securities AFS that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair values has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an ACL is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an ACL is recognized in other comprehensive income.

Changes in the ACL are recorded as credit loss expense (or reversal). Losses are charged against the allowance when management believes the uncollectibility of an AFS security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Accrued interest receivable on AFS debt securities totaled $1,294 at December 31, 2024 and $394 at December 31, 2023, and is excluded from the estimate of credit losses.

Management classifies the AFS portfolio into the following major security types: U.S. Government securities, U.S. Government sponsored entity securities, and Agency mortgage-backed residential securities. At December 31, 2024 and 2023, there was no ACL related to AFS debt securities.

ACL – HTM Securities: Management measures expected credit losses on HTM debt securities on a collective basis by major security type with each type sharing similar risk characteristics and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The ACL on securities HTM is a contra asset valuation account that is deducted from the carrying amount of HTM securities to present the net amount expected to be collected. HTM securities are charged off against the ACL when deemed uncollectible. Adjustments to the ACL are reported in the Company’s consolidated statements of income in the provision for credit losses. Accrued interest receivable on HTM securities is excluded from the estimate of credit losses. Management classifies the HTM portfolio into two major security types: Obligations of states and political subdivisions and Agency mortgage-backed residential securities. Agency mortgage-backed residential securities consist of only two securities with balances that are not significant. With regard to obligations of states and political subdivisions, management considers (1) issuer bond ratings, (2) historical loss rates for given bond ratings, (3) the financial condition of the issuer, and (4) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities. At December 31, 2024, there was $1 in the ACL related to HTM debt securities, compared to $2 at December 31, 2023. This included a $1 recovery of provision expense during the year ended December 31, 2024, compared to a $1 recovery of provision expense during the year ended December 31, 2023.

Accrued interest receivable on HTM debt securities totaled $24 at December 31, 2024 and $27 at December 31, 2023, and is excluded from the estimate of credit losses.

Restricted Investments in Bank Stocks: As a member of the Federal Home Loan Bank (“FHLB”) system and the FRB system, the Bank is required to own a certain amount of stock based on its level of borrowings and other factors and may invest in additional amounts. FHLB stock and FRB stock are carried at cost, classified as restricted securities, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income.

Loans: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of unearned interest, deferred loan fees and costs, and an ACL. Interest income is reported on an accrual basis using the interest method and includes amortization of net deferred loan fees and costs over the loan term using the level yield method without anticipating prepayments. The amount of the Company’s recorded investment is not materially different than the amount of unpaid principal balance for loans.

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note A - Summary of Significant Accounting Policies (continued)

Interest income is discontinued and the loan moved to non-accrual status when full loan repayment is in doubt, typically when the loan payments are past due 90 days or over unless the loan is well-secured or in process of collection. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued but not received for loans placed on nonaccrual is reversed against interest income. Interest received on such loans is accounted for on the cash-basis method until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

The Bank also originates long-term, fixed-rate mortgage loans, with the full intention of being sold to the secondary market. These loans are considered held for sale during the period of time after the principal has been advanced to the borrower by the Bank, but before the Bank has been reimbursed by the Federal Home Loan Mortgage Corporation, typically within a few business days. Loans sold to the secondary market are carried at the lower of aggregate cost or fair value. As of December 31, 2024 and 2023, there were no loans held for sale by the Bank.

ACL - Loans: The ACL for loans is a contra asset valuation account that is deducted from the amortized cost basis of loans to present the net amount expected to be collected on the loans. Loans, or portions thereof, are charged off against the ACL when they are deemed uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. The ACL is adjusted through the provision for credit losses and reduced by net charge offs of loans.

The ACL is an estimate of expected credit losses, measured over the contractual life of a loan, that considers historical loss experience, current conditions and forecasts of future economic conditions. Determination of an appropriate ACL is inherently subjective and may have significant changes from period to period.

The methodology for determining the ACL has two main components: evaluation of expected credit losses for certain groups of loans that share similar risk characteristics and evaluation of loans that do not share risk characteristics with other loans.

The ACL is measured on a collective (pool) basis when similar risk characteristics exist. The Company has identified the following portfolio segments and measures the ACL using the following methods:

Portfolio Segment	Measurement Method	Loss Driver
Residential real estate	Cumulative Undiscounted Expected Loss	National Unemployment, National GDP
Commercial real estate:
Owner-occupied	Cumulative Undiscounted Expected Loss	National Unemployment, National GDP
Nonowner-occupied	Cumulative Undiscounted Expected Loss	National Unemployment, National GDP
Construction	Cumulative Undiscounted Expected Loss	National Unemployment, National GDP
Commercial and industrial	Cumulative Undiscounted Expected Loss	National Unemployment, National GDP
Consumer:
Automobile	Cumulative Undiscounted Expected Loss	National Unemployment
Home equity	Cumulative Undiscounted Expected Loss	National Unemployment
Other	Cumulative Undiscounted Expected Loss,<br><br> <br>Remaining Life Method	National Unemployment

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note A - Summary of Significant Accounting Policies (continued)

Historical credit loss experience is the basis for the estimation of expected credit losses. We apply historical loss rates to pools of loans with similar risk characteristics. In defining historical loss rates and the prepayment rates and curtailment rates used to determine the expected life of loans, the use of regional and national peer data was used. After consideration of the historic loss calculation, management applies qualitative adjustments to reflect the current conditions and reasonable and supportable forecasts not already reflected in the historical loss information at the balance sheet date. Our reasonable and supportable forecast adjustment, referred to above as “Loss Driver”, is based on the national unemployment rate and the national gross domestic product forecast for the first year. For periods beyond our reasonable and supportable forecast, we revert to historical loss rates utilizing a straight-line method over a two-year reversion period. The qualitative adjustments for current conditions are based upon changes in lending policies and practices, experience and ability of lending staff, quality of the Company’s loan review system, value of underlying collateral, the volume and severity of past due loans, the value of underlying collateral for collateral dependent loans, the existence of and changes in concentrations and other external factors. Each factor is assigned a value to reflect improving, stable, or declining conditions based on management’s best judgment using relevant information available at the time of the evaluation. Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a troubled debt restructuring will be executed with an individual borrower, or the extension of renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company.

The Company has elected to exclude accrued interest receivable from the measurement of its ACL. When a loan is placed on non-accrual status, any outstanding accrued interest is reversed against interest income.

Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not also included in the collective evaluation. We evaluate all loans that meet the following criteria: 1) when it is determined that foreclosure is probable; 2) substandard, doubtful and nonperforming loans when repayment is expected to be provided substantially through the operation or sale of the collateral; 3) when it is determined by management that a loan does not share similar risk characteristics with other loans. Specific reserves are established based on the following three acceptable methods for measuring the ACL: 1) the present value of expected future cash flows discounted at the loan’s original effective interest rate; 2) the loan’s observable market price; or 3) the fair value of the collateral when the loan is collateral dependent. Our individual loan evaluations consist primarily of the fair value of collateral method because most of our loans are collateral dependent. Collateral values are discounted to consider disposition costs when appropriate. A specific reserve is established or a charge-off is taken if the fair value of the loan is less than the loan balance.

Accrued interest receivable on loans totaled $3,429 at December 31, 2024 and $3,122 at December 31, 2023, and is excluded from the estimate of credit losses.

At December 31, 2024, there was $10,088 in the ACL related to loans, compared to $8,767 at December 31, 2023. This resulted in corresponding provision expense of $2,580 and $2,030 during the years ended December 31, 2024 and 2023, respectively.

The Company’s loan portfolio segments have been identified as follows: Commercial and Industrial, Commercial Real Estate, Residential Real Estate, and Consumer.

Commercial and industrial: Portfolio segment consists of borrowings for commercial purposes to individuals, corporations, partnerships, sole proprietorships, and other business enterprises. Commercial and industrial loans are generally secured by business assets such as equipment, accounts receivable, inventory, or any other asset excluding real estate and generally made to finance capital expenditures or operations. The Company’s risk exposure is related to deterioration in the value of collateral securing the loan should foreclosure become necessary. Generally, business assets used or produced in operations do not maintain their value upon foreclosure, which may require the Company to write down the value significantly to sell.

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note A - Summary of Significant Accounting Policies (continued)

Commercial real estate: Portfolio segment consists of nonfarm, nonresidential loans secured by owner-occupied and nonowner-occupied commercial real estate as well as commercial construction loans. An owner-occupied loan relates to a borrower purchased building or space for which the repayment of principal is dependent upon cash flows from the ongoing business operations conducted by the party, or an affiliate of the party, who owns the property. Owner-occupied loans that are dependent on cash flows from operations can be adversely affected by current market conditions for their product or service. A nonowner-occupied loan is a property loan for which the repayment of principal is dependent upon rental income associated with the property or the subsequent sale of the property. Nonowner-occupied loans that are dependent upon rental income are primarily impacted by the level of interest rates associated with the debt and to local economic conditions, which dictate occupancy rates and the amount of rent charged. The increase in debt service due to higher interest rates may not be able to be passed on to tenants. As part of the origination process, loan interest rates and occupancy rates are stressed to determine the impact on the borrower’s ability to maintain adequate debt service under different economic conditions. Furthermore, the Company monitors the concentration in any one industry and has established limits relative to capital. In addition, credit quality trends are monitored by industry to determine if a change in the risk exposure to a certain industry may warrant a change in our underwriting standards. Commercial construction loans consist of borrowings to purchase and develop raw land into 1-4 family residential properties. Construction loans are extended to individuals as well as corporations for the construction of an individual or multiple properties and are secured by raw land and the subsequent improvements. Repayment of the loans to real estate developers is dependent upon the sale of properties to third parties in a timely fashion upon completion. Should there be delays in construction or a downturn in the market for those properties, there may be significant erosion in value that may be absorbed by the Company.

Residential real estate: Portfolio segment consists of loans to individuals for the purchase of 1-4 family primary residences with repayment primarily through wage or other income sources of the individual borrower. The Company’s loss exposure to these loans is dependent on local market conditions for residential properties as loan amounts are determined, in part, by the fair value of the property at origination.

Consumer: Portfolio segment consists of loans to individuals secured by automobiles, open-end home equity loans and other loans to individuals for household, family, and other personal expenditures, both secured and unsecured. These loans typically have maturities of six years or less with repayment dependent on individual wages and income. The risk of loss on consumer loans is elevated as the collateral securing these loans, if any, rapidly depreciate in value or may be worthless and/or difficult to locate if repossession is necessary.

ACL – Off-Balance Sheet Credit Exposures: The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The ACL on off-balance sheet credit exposures is adjusted through credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. At December 31, 2024, there was $582 in the ACL related to off-balance sheet credit exposures, compared to $692 at December 31, 2023. This resulted in a corresponding provision expense recovery of $110 during the year ended December 31, 2024, compared to provision expense of $61 during the year ended December 31, 2023.

Concentrations of Credit Risk: The Company grants residential, consumer and commercial loans to customers located primarily in the southeastern Ohio and western West Virginia areas.

The following represents the composition of the Company’s loan portfolio as of December 31:

	% of Total Loans
	2024			2023
Residential real estate loans		35.18	%		32.88	%
Commercial real estate loans		35.13	%		33.22	%
Commercial and industrial loans		14.92	%		16.18	%
Consumer loans		14.77	%		17.72	%
		100.00	%		100.00	%

The Bank, in the normal course of its operations, conducts business with correspondent financial institutions. Balances in correspondent accounts, investments in federal funds, and other short-term securities are closely monitored to ensure that prudent levels of credit and liquidity risks are maintained. At December 31, 2024, the Bank’s primary correspondent balance was $66,599 on deposit at the FRB, Cleveland, Ohio.

Premises and Equipment: Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation, which is computed using the straight-line method over the estimated useful life of the owned asset and, for leasehold improvement, over the remaining term of the leased facility, whichever is shorter. The useful lives range from three to eight years for equipment, furniture and fixtures and seven to 39 years for buildings and improvements.

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note A - Summary of Significant Accounting Policies (continued)

Premises and equipment held for sale are reported at the lower of its carrying value or fair value less cost to sell. The carrying amount of the asset should be adjusted each reporting period for subsequent changes in fair value less cost to sell. A loss should be recognized for any subsequent write-down to fair value less cost to sell. A gain should be recognized for any subsequent increase in fair value less cost to sell, but not in excess of the cumulative loss previously recognized. Once classified as held for sale, depreciation should not be recorded.

The Company enters into leases in the normal course of business primarily for branch buildings and office space to conduct business. The Company’s leases have remaining terms ranging from 16 months to 16.7 years, some of which include options to extend the leases for up to 15 years.

The Company includes lease extension and termination options in the lease term if, after considering relevant economic factors, it is reasonably certain the Company will exercise the option. In addition, the Company has elected to account for any non-lease components in its real estate leases as part of the associated lease component. The Company has also elected to not recognize leases with original lease terms of 12 months or less (short-term leases) on the Company’s balance sheet.

Leases are classified as operating or finance leases at the lease commencement date. Lease expense for operating leases and short-term leases is recognized on a straight-line basis over the lease term. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. At December 31, 2024 and 2023, the Company did not have any finance leases.

The Company’s operating lease ROU assets and operating lease liabilities are valued based on the present value of future minimum lease payments, discounted with an incremental borrowing rate for the same term as the underlying lease. The Company has one lease arrangement that contains variable lease payments that are adjusted periodically for an index.

Foreclosed assets: Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. Physical possession of residential real estate property collateralizing a consumer mortgage loan occurs when legal title is obtained upon completion of foreclosure or when the borrower conveys all interest in the property to satisfy the loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. If fair value declines subsequent to foreclosure, a valuation allowance is recorded through expense. Operating costs after acquisition are expensed.

Goodwill: Goodwill arises from business combinations and is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill acquired in a purchase business combination and determined to have an indefinite useful life are not amortized but tested for impairment at least annually. The Company is required to perform interim tests for goodwill impairment in subsequent quarters if events occur or circumstances change that indicate potential goodwill impairment exists, such as adverse changes to the Company’s business or a significant decline in the Company’s market capitalization. Goodwill is the only intangible asset with an indefinite life on our balance sheet. For 2024, the Company has selected November 30^th^ as the date to perform its annual qualitative impairment test. Historically, the Company evaluated goodwill for impairment as of December 31^st^ of each year. The decision to change the measurement date was based on the administrative benefits of an earlier goodwill evaluation to better align with the annual financial planning process and for compensation planning. This change in accounting principle was applied retrospectively and had no impact on prior period information. Furthermore, the change in the annual impairment testing date did not delay, accelerate, or avoid an impairment charge. For 2024, given that the Company’s stock price had traded below book value for an extended period of time during 2023 and 2024, management could not conclude using a qualitative assessment that its fair value of goodwill exceeded the carrying amount during the year ended December 31, 2024. Therefore, the Company performed a quantitative impairment test to conclude that there was no goodwill impairment for the year ended December 31, 2024. For the year ended December 31, 2023, the Company used a qualitative assessment based on profitability and positive equity to determine it was more likely than not that the fair value of goodwill was more than the carrying amount, resulting in no impairment. See Note F for more specific disclosures related to goodwill impairment testing.

Long-term Assets: Premises and equipment and other long-term assets are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value.

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note A - Summary of Significant Accounting Policies (continued)

Mortgage Servicing Rights: A mortgage servicing right (“MSR”) is a contractual agreement where the right to service a mortgage loan is sold by the original lender to another party. When the Company sells mortgage loans to the secondary market, it retains the servicing rights to these loans. The Company’s MSR is recognized separately when acquired through sales of loans and is initially recorded at fair value with the income statement effect recorded in mortgage banking income. Subsequently, the MSR is then amortized in proportion to and over the period of estimated future servicing income of the underlying loan. The MSR is then evaluated for impairment periodically based upon the fair value of the rights as compared to the carrying amount, with any impairment being recognized through a valuation allowance. Fair value of the MSR is based on market prices for comparable mortgage servicing contracts. Impairment is determined by stratifying rights into groupings based on predominant risk characteristics, such as interest rate, loan type and investor type. If the Company later determines that all or a portion of the impairment no longer exists for a particular grouping, a reduction of the allowance may be recorded as an increase to income. At December 31, 2024 and 2023, the Company’s MSR assets were $355 and $403, respectively, and were included within Other Assets on the Statement of Condition.

Transfers of Financial Assets: Transfers of financial assets are accounted for as sales when control over the assets has been relinquished. Control over transferred assets is deemed to be surrendered when the assets have been legally isolated from the Company, the transferee obtains the right to pledge or exchange the transferred assets, and the Company does not maintain effective control over the transferred assets.

Earnings Per Share: Earnings per share is based on net income divided by the following weighted average number of common shares outstanding during the periods: 4,736,820 for 2024 and 4,774,607 for 2023. Ohio Valley had no dilutive effect and no potential common shares issuable under stock options or other agreements for any period presented.

Income Taxes: Income tax expense is the sum of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. The effect on deferred tax assets and liabilities of a change in tax rates is recognized at the time of enactment of such change in tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company recognizes interest and/or penalties related to income tax matters in income tax expense.

Comprehensive Income: Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized gains and losses on securities available for sale which are also recognized as separate components of equity, net of tax.

Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there now are such matters that will have a material effect on the financial

        statements.

Bank Owned Life Insurance and Annuity Assets: The Company has purchased life insurance policies on certain key executives. Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement. The Company also purchased an annuity investment for a certain key executive that earns interest.

Employee Stock Ownership Plan: Compensation expense is based on the market price of shares as they are committed to be allocated to participant accounts.

Dividend Reinvestment Plan: The Company maintains a Dividend Reinvestment Plan. The plan enables shareholders to elect to have their cash dividends on all or a portion of shares held automatically reinvested in additional shares of the Company’s common stock. The stock is issued out of the Company’s authorized shares and credited to participant accounts at fair market value. Dividends are reinvested on a quarterly basis.

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note A - Summary of Significant Accounting Policies (continued)

Loan Commitments and Related Financial Instruments: Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. These financial instruments are recorded when they are funded. See Note L for more specific disclosure related to loan commitments.

Dividend Restrictions: Banking regulations require maintaining certain capital levels and may limit the dividends paid by the Bank to Ohio Valley or by Ohio Valley to its shareholders. See Note P for more specific disclosure related to dividend restrictions.

Restrictions on Cash: Cash on hand or on deposit with the FRB totaled $66,599 and $113,136 at year-end 2024 and 2023, respectively, and were subject to clearing requirements but not subject to any regulatory reserve requirements. The balances on deposit with the FRB earn interest at a rate set by the FRB that is related to the federal funds rate. At December 31, 2024, the rate was 4.40% compared to 5.40% at December 31, 2023.

Derivatives: At the inception of a derivative contract, the Company designates the derivative as one of three types based on the Company’s intentions and belief as to likely effectiveness as a hedge. These three types are (1) a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (“fair value hedge”), (2) a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedge”), or (3) an instrument with no hedging designation (“stand-alone derivative”).

Net cash settlements on derivatives that qualify for hedge accounting are recorded in interest income or interest expense, based on the item being hedged. Net cash settlements on derivatives that do not qualify for hedge accounting are reported in noninterest income. Cash flows on hedges are classified in the cash flow statement the same as the cash flows of the items being hedged.

At December 31, 2024 and 2023, the only derivative instruments used by the Company were interest rate swaps, which are classified as stand-alone derivatives. See Note H for more specific disclosures related to interest rate swaps.

Fair Value of Financial Instruments: Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note O. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.

Operating

            Segments: We conduct our operations through a single business segment, which derives interest and noninterest income through
          our banking products and services and investment securities. All of our income relates to our operations in the United States.

Pursuant to Financial Accounting Standards Codification 280, Segment Reporting, operating segments represent components of an enterprise for which separate financial information is available that is regularly evaluated by the chief operating decision makers in determining how to allocate resources and assessing performance.

Our chief operating decision maker, which is our Chief Executive Officer, evaluates interest and noninterest income streams and credit losses from our various products and services, while expense activities, including interest expense and noninterest expense, are managed, and financial performance is evaluated, on a Company-wide basis. As a result, detailed profitability information for each interest and noninterest income stream is not used by our chief operating decision maker to allocate resources or in assessing performance. Rather, our chief operating decision maker uses consolidated net income to assess performance by comparing it to and monitoring against budgeted and prior year results. This information is used to manage resources to drive business and net income growth, including investment in key strategic priorities, as well as determine our ability to return capital to shareholders. Segment assets represent total assets on our Consolidated Balance Sheets and segment net income represents net income on our Consolidated Statements of Income.

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note A - Summary of Significant Accounting Policies (continued)

Recent

            Accounting Changes Adopted: Accounting Standards Update \(“ASU”\) No. 2023-07, Segment Reporting \(Topic 280\): Improvements to Reportable Segment Disclosures. This ASU enhances disclosures of significant segment expenses by requiring
          entities to disclose significant segment expenses regularly provided to the chief operating decision maker, extend certain annual disclosures to interim periods, and permit more than one measure of segment profit or loss to be reported under
          certain conditions. This ASU took effect for annual reporting periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. We have adopted the standard and included the required
          disclosures in our financial statements.

New Accounting Pronouncements Pending Adoption: In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The updated accounting guidance requires enhanced income tax disclosures, including the disaggregation of existing disclosures related to the tax rate reconciliation and income taxes paid. This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the effect the updated guidance will have on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses. ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement to be presented in a tabular format in the footnotes to the financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The amendments in ASU 20204-03 should be applied on a prospective basis, although retrospective application is permitted. The Company is evaluating the effect the updated guidance will have on its consolidated financial statements and related disclosures.

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note

        B - Securities

The following table summarizes the amortized cost and fair value of securities AFS and securities HTM at December 31, 2024 and 2023, and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) and gross unrecognized gains and losses:

Securities Available for Sale	Amortized<br><br> <br>Cost		Gross Unrealized<br><br> <br>Gains		Gross Unrealized<br><br> <br>Losses			Estimated<br><br> <br>Fair Value
December 31, 2024
U.S. Government securities	$	169,203	$	210	$	(1,383	)	$	168,030
U.S. Government sponsored entity securities		6,406		—		(518	)		5,888
Agency mortgage-backed securities, residential		105,961		—		(11,759	)		94,202
Total securities	$	281,570	$	210	$	(13,660	)	$	268,120
December 31, 2023
U.S. Government securities	$	52,174	$	—	$	(1,877	)	$	50,297
U.S. Government sponsored entity securities		6,527		—		(650	)		5,877
Agency mortgage-backed securities, residential		118,218		—		(12,134	)		106,084
Total securities	$	176,919	$	—	$	(14,661	)	$	162,258
Securities Held to Maturity	Amortized<br><br> <br>Cost		Gross Unrecognized<br><br> <br>Gains		Gross Unrecognized<br><br> <br>Losses			Estimated<br><br> <br>Fair Value		Allowance for Credit<br><br> <br>Losses
---	---	---	---	---	---	---	---	---	---	---	---	---
December 31, 2024
Obligations of states and political subdivisions	$	7,050	$	1	$	(631	)	$	6,420	$	(1	)
Total securities	$	7,050	$	1	$	(631	)	$	6,420	$	(1	)
December 31, 2023
Obligations of states and political subdivisions	$	7,987	$	17	$	(615	)	$	7,389	$	(2	)
Agency mortgage-backed securities, residential		1		—		—			1		—
Total securities	$	7,988	$	17	$	(615	)	$	7,390	$	(2	)

At year-end 2024 and 2023, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of shareholders’ equity.

During 2024, there were no sales of debt securities. During 2023, proceeds from the sales of debt securities totaled $1,067 with gross losses of $23 recognized.

Securities with a carrying value of approximately $223,484 at December 31, 2024 and $126,994 at December 31, 2023 were pledged to secure public deposits and repurchase agreements and for other purposes as required or permitted by law.

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note B - Securities (continued)

The amortized cost and estimated fair value of debt securities at December 31, 2024, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because certain issuers may have the right to call or prepay the debt obligations prior to their contractual maturities. Securities not due at a single maturity are shown separately.

	Available for Sale				Held to Maturity
Debt Securities:	Amortized<br><br> <br>Cost		Estimated<br><br> <br>Fair<br><br> <br>Value		Amortized<br><br> <br>Cost		Estimated<br><br> <br>Fair<br><br> <br>Value
Due in one year or less	$	103,224	$	103,074	$	1,336	$	1,317
Due in one to five years		72,385		70,844		2,736		2,567
Due in five to ten years		—		—		998		834
Due after ten years		—		—		1,980		1,702
Agency mortgage-backed securities, residential		105,961		94,202		—		—
Total debt securities	$	281,570	$	268,120	$	7,050	$	6,420

The following table summarizes debt securities AFS in an unrealized loss position for which an ACL has not been recorded at December 31, 2024 and December 31, 2023, aggregated by major security type and length of time in a continuous unrealized loss position:

December 31, 2024	Less than 12 Months					12 Months or More					Total
Securities Available for Sale	Fair<br><br> <br>Value		Unrealized<br><br> <br>Loss			Fair<br><br> <br>Value		Unrealized<br><br> <br>Loss			Fair<br><br> <br>Value		Unrealized<br><br> <br>Loss
U.S. Government securities	$	31,418	$	(329	)	$	26,802	$	(1,054	)	$	58,220	$	(1,383	)
U.S. Government sponsored entity securities		—		—			5,889		(518	)		5,889		(518	)
Agency mortgage-backed securities, residential		4,694		(130	)		89,467		(11,629	)		94,161		(11,759	)
Total available for sale	$	36,112	$	(459	)	$	122,158	$	(13,201	)	$	158,270	$	(13,660	)
December 31, 2023	Less than 12 Months					12 Months or More					Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Securities Available for Sale	Fair<br><br> <br>Value		Unrealized<br><br> <br>Loss			Fair<br><br> <br>Value		Unrealized<br><br> <br>Loss			Fair<br><br> <br>Value		Unrealized<br><br> <br>Loss
U.S. Government securities	$	9,474	$	(52	)	$	40,823	$	(1,825	)	$	50,297	$	(1,877	)
U.S. Government sponsored entity securities		—		—			5,877		(650	)		5,877		(650	)
Agency mortgage-backed securities, residential		—		—			106,084		(12,134	)		106,084		(12,134	)
Total available for sale	$	9,474	$	(52	)	$	152,784	$	(14,609	)	$	162,258	$	(14,661	)

Management evaluates AFS debt securities in unrealized positions to determine whether impairment is due to credit-related factors. Consideration is given to (1) the extent to which the fair value is less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value.

At December 31, 2024, the Company had 96 AFS debt securities in an unrealized position without an ACL, of which 16 were from U.S. Government securities, 3 were from U.S. Government sponsored entity securities, and 77 were from Agency mortgage-backed residential securities. Management does not have the intent to sell any of these securities and believes that it is more likely than not that the Company will not have to sell any such securities before a recovery of cost. The fair value is expected to recover as the securities approach their maturity date or repricing date or if market yields for such investments decline. Accordingly, as of December 31, 2024, management believes that the unrealized losses detailed in the previous table are due to noncredit-related factors, including changes in interest rates and other market conditions and, therefore, the Company carried no ACL on AFS debt securities at December 31, 2024.

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note B - Securities (continued)

The following table presents the activity in the ACL for HTM debt securities for the years ended December 31, 2024 and 2023:

Held to Maturity Debt Securities	2024			2023
Allowance for credit losses:
Beginning balance	$	2		$	3
Provision for (recovery of) credit loss expense		(1	)		(1	)
Allowance for credit losses ending balance	$	1		$	2

The Company’s HTM securities primarily consist of obligations of states and political subdivisions. The ACL on HTM securities is estimated at each measurement date on a collective basis by major security type. Risk factors such as issuer bond ratings, historical loss rates, financial condition of issuer, and timely principal and interest payments of issuer were evaluated to determine if a credit reserve was required within the portfolio. At December 31, 2024, there were no past due principal and interest payments related to HTM securities. Upon adoption of ASC 326 on January 1, 2023, the Company identified a cumulative loss rate of .03% using historical loss data provided by S&P and Moody’s bond rating service. This resulted in a $3 credit loss reserve for HTM debt securities. The cumulative loss rate improved to .02% during 2023 and to .01% during 2024. This resulted in a $1 recovery of provision expense during each of the years ended December 31, 2024 and 2023.

Note C - Loans and Allowance for Credit Losses

Loans are comprised of the following at December 31:

	2024			2023
Residential real estate	$	373,534		$	319,504
Commercial real estate:
Owner-occupied		86,471			82,356
Nonowner-occupied		206,847			178,201
Construction		79,669			62,337
Commercial and industrial		158,440			157,298
Consumer:
Automobile		50,246			61,461
Home equity		42,473			35,893
Other		64,145			74,850
		1,061,825			971,900
Less: Allowance for credit losses		(10,088	)		(8,767	)
Loans, net	$	1,051,737		$	963,133

At December 31, 2024 and 2023, net deferred loan origination costs were $363 and $794, respectively. At December 31, 2024 and 2023, net unamortized loan purchase premiums were $398 and $687, respectively.

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note C - Loans and Allowance for Credit Losses (continued)

The following table presents the recorded investment of nonaccrual loans and loans past due 90 days or more and still accruing by class of loans as of December 31, 2024 and 2023:

December 31, 2024	Loans Past<br><br> <br>Due<br><br> <br>90 Days And<br><br> <br>Still Accruing		Nonaccrual<br><br> <br>Loans With<br><br> <br>No<br><br> <br>ACL		Nonaccrual<br><br> <br>Loans With an<br><br> <br>ACL		Total<br><br> <br>Nonaccrual<br><br> <br>Loans
Residential real estate	$	49	$	—	$	1,931	$	1,931
Commercial real estate:
Owner-occupied		—		680		136		816
Nonowner-occupied		—		—		158		158
Construction		—		—		—		—
Commercial and industrial		—		962		90		1,052
Consumer:
Automobile		39		—		379		379
Home equity		—		26		338		364
Other		28		—		117		117
Total	$	116	$	1,668	$	3,149	$	4,817
December 31, 2023	Loans Past<br><br> <br>Due<br><br> <br>90 Days And<br><br> <br>Still Accruing		Nonaccrual<br><br> <br>Loans With<br><br> <br>No<br><br> <br>ACL		Nonaccrual<br><br> <br>Loans With an<br><br> <br>ACL		Total<br><br> <br>Nonaccrual<br><br> <br>Loans
---	---	---	---	---	---	---	---	---
Residential real estate	$	9	$	—	$	1,234	$	1,234
Commercial real estate:
Owner-occupied		—		775		—		775
Nonowner-occupied		—		—		61		61
Construction		—		—		1		1
Commercial and industrial		—		—		48		48
Consumer:
Automobile		56		—		78		78
Home equity		—		—		95		95
Other		54		—		100		100
Total	$	119	$	775	$	1,617	$	2,392

The Company recognized $97 and $146 of interest income in nonaccrual loans during the years ended December 31, 2024 and 2023, respectively.

The following table presents the aging of the recorded investment of past due loans by class of loans as of December 31, 2024 and 2023:

December 31, 2024	30-59<br><br> <br>Days<br><br> <br>Past Due		60-89<br><br> <br>Days<br><br> <br>Past Due		90 Days<br><br> <br>Or More<br><br> <br>Past Due		Total<br><br> <br>Past Due		Loans Not<br><br> <br>Past Due		Total
Residential real estate	$	3,294	$	1,097	$	984	$	5,375	$	368,159	$	373,534
Commercial real estate:
Owner-occupied		773		—		816		1,589		84,882		86,471
Nonowner-occupied		2,294		—		—		2,294		204,553		206,847
Construction		—		—		—		—		79,669		79,669
Commercial and industrial		533		58		745		1,336		157,104		158,440
Consumer:
Automobile		791		414		349		1,554		48,692		50,246
Home equity		402		141		243		786		41,687		42,473
Other		716		260		98		1,074		63,071		64,145
Total	$	8,803	$	1,970	$	3,235	$	14,008	$	1,047,817	$	1,061,825

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note C - Loans and Allowance for Credit Losses (continued)

December 31, 2023	30-59<br><br> <br>Days<br><br> <br>Past Due		60-89<br><br> <br>Days<br><br> <br>Past Due		90 Days<br><br> <br>Or More<br><br> <br>Past Due		Total<br><br> <br>Past Due		Loans Not<br><br> <br>Past Due		Total
Residential real estate	$	2,705	$	368	$	481	$	3,554	$	315,950	$	319,504
Commercial real estate:
Owner-occupied		2,580		—		775		3,355		79,001		82,356
Nonowner-occupied		681		—		—		681		177,520		178,201
Construction		—		—		—		—		62,337		62,337
Commercial and industrial		3,338		—		48		3,386		153,912		157,298
Consumer:
Automobile		782		210		117		1,109		60,352		61,461
Home equity		353		62		95		510		35,383		35,893
Other		658		121		148		927		73,923		74,850
Total	$	11,097	$	761	$	1,664	$	13,522	$	958,378	$	971,900

Credit Quality Indicators:

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. These risk categories are represented by a loan grading scale from 1 through 11. The Company analyzes loans individually with a higher credit risk rating and groups these loans into categories called “criticized” and “classified” assets. The Company considers its criticized assets to be loans that are graded 8 and its classified assets to be loans that are graded 9 through 11. The Company’s risk categories are reviewed at least annually on loans that have aggregate borrowing amounts that meet or exceed $1,000.

The Company uses the following definitions for its criticized loan risk ratings:

Special Mention. Loans classified as “special mention” are graded 8 and indicate considerable risk due to deterioration of repayment (in the earliest stages) due to potential weak primary repayment source, or payment delinquency. These loans will be under constant supervision, are not classified and do not expose the institution to sufficient risks to warrant classification. These deficiencies should be correctable within the normal course of business, although significant changes in company structure or policy may be necessary to correct the deficiencies. These loans are considered bankable assets with no apparent loss of principal or interest envisioned. The perceived risk in continued lending is considered to have increased beyond the level where such loans would normally be granted.

The Company uses the following definitions for its classified loan risk ratings:

Substandard.

Loans classified as “substandard” are graded 9 and represent very high risk, serious delinquency, nonaccrual, or unacceptable credit. Repayment through the primary source of repayment is in jeopardy due to the existence of one or more well-defined weaknesses, and the collateral pledged may inadequately protect collection of the loans. Loss of principal is not likely if weaknesses are corrected, although financial statements normally reveal significant weakness. Loans are still considered collectible, although loss of principal is more likely than with special mention loans. Collateral liquidation is considered likely to satisfy debt.

Doubtful.

Loans classified as “doubtful” are graded 10 and display a high probability of loss, although the amount of actual loss at the time of classification is undetermined. This classification should be temporary until such time that actual loss can be identified, or improvements are made to reduce the seriousness of the classification. These loans exhibit all substandard characteristics with the addition that weaknesses make collection or liquidation in full highly questionable and improbable. This classification consists of loans where the possibility of loss is high after collateral liquidation based upon existing facts, market conditions, and value. Loss is deferred until certain important and reasonable specific pending factors that may strengthen the credit can be more accurately determined. These factors may include proposed acquisitions, liquidation procedures, capital injection, receipt of additional collateral, mergers, or refinancing plans. A doubtful classification for an entire credit should be avoided when collection of a specific portion appears highly probable with the adequately secured portion graded substandard.

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note C - Loans and Allowance for Credit Losses (continued)

Loss.

                Loans classified as
                  “loss” are graded 11 and are

                  considered uncollectible and are of such little value that their continuance as bankable assets is not warranted.  This classification does not mean that the credit has absolutely no recovery or salvage value, but rather it is not
                  practical or desirable to defer writing off this asset yielding such a minimum value even though partial recovery may be affected in the future.  Amounts classified as loss should be promptly charged off.

As of December 31, 2024 and 2023, and based on the most recent analysis performed, the risk category of commercial loans by class of loans was as follows:

	Term Loans Amortized Cost Basis by Origination Year
December 31, 2024	2024		2023		2022		2021		2020		Prior		Revolving<br><br> <br>Loans<br><br> <br>Amortized<br><br> <br>Cost Basis		Total
Commercial real estate:
Owner-occupied
Risk Rating
Pass	$	13,762	$	17,199	$	7,441	$	10,094	$	4,787	$	16,336	$	583	$	70,202
Special Mention		—		—		—		12,896		—		1,415		299		14,610
Substandard		79		—		—		—		136		844		600		1,659
Doubtful		—		—		—		—		—		—		—		—
Total	$	13,841	$	17,199	$	7,441	$	22,990	$	4,923	$	18,595	$	1,482	$	86,471
Current Period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
	Term Loans Amortized Cost Basis by Origination Year
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
December 31, 2024	2024		2023		2022		2021		2020		Prior		Revolving<br><br> <br>Loans<br><br> <br>Amortized<br><br> <br>Cost Basis		Total
Commercial real estate:
Nonowner-occupied
Risk Rating
Pass	$	35,216	$	11,377	$	30,773	$	31,465	$	19,351	$	66,312	$	6,172	$	200,666
Special Mention		—		1,636		—		—		—		—		—		1,636
Substandard		220		—		996		—		3,329		—		—		4,545
Doubtful		—		—		—		—		—		—		—		—
Total	$	35,436	$	13,013	$	31,769	$	31,465	$	22,680	$	66,312	$	6,172	$	206,847
Current Period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
	Term Loans Amortized Cost Basis by Origination Year
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
December 31, 2024	2024		2023		2022		2021		2020		Prior		Revolving<br><br> <br>Loans<br><br> <br>Amortized<br><br> <br>Cost Basis		Total
Commercial real estate:
Construction
Risk Rating
Pass	$	13,865	$	33,162	$	27,678	$	1,111	$	266	$	2,647	$	93	$	78,822
Special Mention		—		—		—		—		—		38		—		38
Substandard		—		638		—		—		—		171		—		809
Doubtful		—		—		—		—		—		—		—		—
Total	$	13,865	$	33,800	$	27,678	$	1,111	$	266	$	2,856	$	93	$	79,669
Current Period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note C – Loans and Allowance for Credit Losses (continued)

	Term Loans Amortized Cost Basis by Origination Year
December 31, 2024	2024		2023		2022		2021		2020		Prior		Revolving<br><br> <br>Loans<br><br> <br>Amortized<br><br> <br>Cost Basis		Total
Commercial and Industrial:
Risk Rating
Pass	$	17,260	$	7,875	$	24,843	$	25,894	$	20,648	$	25,593	$	21,785	$	143,898
Special Mention		446		—		—		—		—		178		6,476		7,100
Substandard		2,039		226		60		480		205		—		4,432		7,442
Doubtful		—		—		—		—		—		—		—		—
Total	$	19,745	$	8,101	$	24,903	$	26,374	$	20,853	$	25,771	$	32,693	$	158,440
Current Period gross charge-offs	$	219	$	—	$	—	$	1	$	—	$	—	$	1	$	221
	Term Loans Amortized Cost Basis by Origination Year
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
December 31, 2023	2023		2022		2021		2020		2019		Prior		Revolving<br><br> <br>Loans<br><br> <br>Amortized<br><br> <br>Cost Basis		Total
Commercial real estate:
Owner-occupied
Risk Rating
Pass	$	18,120	$	7,911	$	10,679	$	5,973	$	6,125	$	15,925	$	459	$	65,192
Special Mention		—		—		—		—		—		427		—		427
Substandard		—		—		13,934		—		498		2,005		300		16,737
Doubtful		—		—		—		—		—		—		—		—
Total	$	18,120	$	7,911	$	24,613	$	5,973	$	6,623	$	18,357	$	759	$	82,356
Current Period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
	Term Loans Amortized Cost Basis by Origination Year
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
December 31, 2023	2023		2022		2021		2020		2019		Prior		Revolving<br><br> <br>Loans<br><br> <br>Amortized<br><br> <br>Cost Basis		Total
Commercial real estate:
Nonowner occupied
Risk Rating
Pass	$	12,688	$	29,344	$	32,235	$	20,484	$	15,415	$	61,809	$	1,128	$	173,103
Special Mention		—		—		768		3,226		—		1,034		—		5,028
Substandard		—		—		70		—		—		—		—		70
Doubtful		—		—		—		—		—		—		—		—
Total	$	12,688	$	29,344	$	33,073	$	23,710	$	15,415	$	62,843	$	1,128	$	178,201
Current Period gross charge-offs	$	—	$	—	$	132	$	—	$	—	$	—	$	—	$	132

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note C – Loans and Allowance for Credit Losses (continued)

	Term Loans Amortized Cost Basis by Origination Year
December 31, 2023	2023		2022		2021		2020		2019		Prior		Revolving<br><br> <br>Loans<br><br> <br>Amortized<br><br> <br>Cost Basis		Total
Commercial real estate:
Construction
Risk Rating
Pass	$	28,055	$	29,174	$	1,231	$	302	$	392	$	2,937	$	—	$	62,091
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		246		—		246
Doubtful		—		—		—		—		—		—		—		—
Total	$	28,055	$	29,174	$	1,231	$	302	$	392	$	3,183	$	—	$	62,337
Current Period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
	Term Loans Amortized Cost Basis by Origination Year
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
December 31, 2023	2023		2022		2021		2020		2019		Prior		Revolving<br><br> <br>Loans<br><br> <br>Amortized<br><br> <br>Cost Basis		Total
Commercial and Industrial
Risk Rating
Pass	$	8,770	$	30,885	$	26,806	$	31,247	$	344	$	27,632	$	27,510	$	153,194
Special Mention		140		—		—		—		—		8		66		214
Substandard		—		—		58		1,363		4		182		2,283		3,890
Doubtful		—		—		—		—		—		—		—		—
Total	$	8,910	$	30,885	$	26,864	$	32,610	$	348	$	27,822	$	29,859	$	157,298
Current Period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	29	$	29

The Company considers the performance of the loan portfolio and its impact on the ACL. For residential and consumer loan classes, the Company evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity. The following table presents the recorded investment of residential and consumer loans by class of loans based on repayment activity as of December 31, 2024 and 2023:

	Term Loans Amortized Cost Basis by Origination Year
December 31, 2024	2024		2023		2022		2021		2020		Prior		Revolving<br><br> <br>Loans<br><br> <br>Amortized<br><br> <br>Cost Basis		Total
Residential Real Estate:
Payment Performance
Performing	$	57,385	$	57,546	$	40,026	$	46,067	$	38,969	$	98,084	$	33,477	$	371,554
Nonperforming		—		234		435		83		54		1,174		—		1,980
Total	$	57,385	$	57,780	$	40,461	$	46,150	$	39,023	$	99,258	$	33,477	$	373,534
Current Period gross charge-offs	$	—	$	—	$	15	$	—	$	—	$	27	$	—	$	42

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note C – Loans and Allowance for Credit Losses

                  \(continued\)

	Term Loans Amortized Cost Basis by Origination Year
December 31, 2024	2024		2023		2022		2021		2020		Prior		Revolving<br><br> <br>Loans<br><br> <br>Amortized<br><br> <br>Cost Basis		Total
Consumer:
Automobile
Payment Performance
Performing	$	13,643	$	18,133	$	12,693	$	3,686	$	1,268	$	405	$	—	$	49,828
Nonperforming		145		162		77		12		5		17		—		418
Total	$	13,788	$	18,295	$	12,770	$	3,698	$	1,273	$	422	$	—	$	50,246
Current Period gross charge-offs	$	91	$	364	$	232	$	34	$	22	$	7	$	—	$	750
	Term Loans Amortized Cost Basis by Origination Year
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
December 31, 2024	2024		2023		2022		2021		2020		Prior		Revolving<br><br> <br>Loans<br><br> <br>Amortized<br><br> <br>Cost Basis		Total
Consumer:
Home Equity:
Payment Performance
Performing	$	317	$	—	$	61	$	152	$	—	$	—	$	41,579	$	42,109
Nonperforming		—		—		—		—		—		—		364		364
Total	$	317	$	—	$	61	$	152	$	—	$	—	$	41,943	$	42,473
Current Period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
	Term Loans Amortized Cost Basis by Origination Year
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
December 31, 2024	2024		2023		2022		2021		2020		Prior		Revolving<br><br> <br>Loans<br><br> <br>Amortized<br><br> <br>Cost Basis		Total
Consumer:
Other
Payment Performance
Performing	$	13,110	$	18,442	$	8,768	$	6,580	$	2,367	$	973	$	13,760	$	64,000
Nonperforming		3		50		14		46		25		7		—		145
Total	$	13,113	$	18,492	$	8,782	$	6,626	$	2,392	$	980	$	13,760	$	64,145
Current Period gross charge-offs	$	443	$	192	$	156	$	107	$	52	$	29	$	495	$	1,474
	Term Loans Amortized Cost Basis by Origination Year
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
December 31, 2023	2023		2022		2021		2020		2019		Prior		Revolving<br><br> <br>Loans<br><br> <br>Amortized<br><br> <br>Cost Basis		Total
Residential Real Estate:
Payment Performance
Performing	$	50,484	$	44,640	$	50,949	$	44,818	$	21,854	$	91,956	$	13,560	$	318,261
Nonperforming		—		—		—		—		182		1,061		—		1,243
Total	$	50,484	$	44,640	$	50,949	$	44,818	$	22,036	$	93,017	$	13,560	$	319,504
Current Period gross charge-offs	$	—	$	—	$	3	$	—	$	—	$	118	$	—	$	121

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note C – Loans and Allowance for Credit Losses (continued)

	Term Loans Amortized Cost Basis by Origination Year
December 31, 2023	2023		2022		2021		2020		2019		Prior		Revolving<br><br> <br>Loans<br><br> <br>Amortized<br><br> <br>Cost Basis		Total
Consumer:
Automobile
Payment Performance
Performing	$	28,939	$	20,376	$	7,013	$	3,028	$	1,212	$	759	$	—	$	61,327
Nonperforming		34		60		15		1		9		15		—		134
Total	$	28,973	$	20,436	$	7,028	$	3,029	$	1,221	$	774	$	—	$	61,461
Current Period gross charge-offs	$	51	$	163	$	116	$	6	$	29	$	3	$	—	$	368
	Term Loans Amortized Cost Basis by Origination Year
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
December 31, 2023	2023		2022		2021		2020		2019		Prior		Revolving<br><br> <br>Loans<br><br> <br>Amortized<br><br> <br>Cost Basis		Total
Consumer:
Home Equity
Payment Performance
Performing	$	1,649	$	79	$	—	$	—	$	—	$	—	$	34,070	$	35,798
Nonperforming		—		—		—		—		—		—		95		95
Total	$	1,649	$	79	$	—	$	—	$	—	$	—	$	34,165	$	35,893
Current Period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	87	$	87
	Term Loans Amortized Cost Basis by Origination Year
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
December 31, 2023	2023		2022		2021		2020		2019		Prior		Revolving<br><br> <br>Loans<br><br> <br>Amortized<br><br> <br>Cost Basis		Total
Consumer:
Other
Payment Performance
Performing	$	18,377	$	24,904	$	10,800	$	4,482	$	1,093	$	953	$	14,087	$	74,696
Nonperforming		11		17		67		53		1		4		1		154
Total	$	18,388	$	24,921	$	10,867	$	4,535	$	1,094	$	957	$	14,088	$	74,850
Current Period gross charge-offs	$	306	$	119	$	119	$	84	$	28	$	53	$	246	$	955

The Company originates residential, consumer, and commercial loans to customers located primarily in the southeastern areas of Ohio as well as the western counties of West Virginia. Approximately 4.16% of total loans were unsecured at December 31, 2024, down from 4.37% at December 31, 2023.

Modifications to Borrowers Experiencing Financial Difficulty:

Occasionally, the Company modifies loans to borrowers experiencing financial difficulty. These modifications may include one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; a reduction in the contractual principal and interest payments of the loan; or short-term interest-only payment terms. All modifications to borrowers experiencing financial difficulty are considered to be impaired.

During the years ended December 31, 2024 and 2023, the Company experienced no new modifications to borrowers experiencing financial difficulty.

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note C – Loans and Allowance for Credit Losses (continued)

The following table presents the activity in the ACL by portfolio segment for the years ended December 31, 2024 and 2023:

December 31, 2024	Residential<br><br> <br>Real Estate			Commercial<br><br> <br>Real Estate		Commercial<br><br> <br>& Industrial			Consumer			Total
Allowance for credit losses:
Beginning balance	$	2,213		$	3,047	$	1,275		$	2,232		$	8,767
Provision for credit losses		446			567		(3	)		1,570			2,580
Loans charged off		(42	)		—		(221	)		(2,224	)		(2,487	)
Recoveries		67			39		485			637			1,228
Total ending allowance balance	$	2,684		$	3,653	$	1,536		$	2,215		$	10,088
December 31, 2023	Residential<br><br> <br>Real Estate			Commercial<br><br> <br>Real Estate			Commercial<br><br> <br>& Industrial			Consumer			Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Allowance for credit losses:
Beginning balance	$	2,026		$	2,200		$	1,177		$	2,028		$	7,431
Provision for credit losses		251			824			(85	)		1,040			2,030
Loans charged off		(121	)		(132	)		(29	)		(1,410	)		(1,692	)
Recoveries		57			155			212			574			998
Total ending allowance balance	$	2,213		$	3,047		$	1,275		$	2,232		$	8,767

The following table presents the amortized cost basis of collateral dependent loans by class of loans as of December 31, 2024 and 2023:

	Collateral Type
December 31, 2024	Real Estate		Business Assets		Total
Residential real estate	$	569	$	—	$	569
Commercial real estate:
Owner-occupied		804		140		944
Non-Owner-occupied		110		—		110
Construction		637		—		637
Commercial & Industrial		285		3,044		3,329
Consumer:
Automobile		—		38		38
Home equity		50		26		76
Other		—		81		81
Total collateral dependent loans	$	2,455	$	3,329	$	5,784
	Collateral Type
---	---	---	---	---	---	---
December 31, 2023	Real Estate		Business Assets		Total
Residential real estate	$	1,663	$	—	$	1,663
Commercial real estate:
Owner-occupied		700		258		958
Consumer:
Home equity		27		—		27
Total collateral dependent loans	$	2,390	$	258	$	2,648

The recorded investment of a loan excludes accrued interest and net deferred origination fees and costs due to immateriality.

Nonaccrual loans and loans past due 90 days or more and still accruing include both smaller balance homogenous loans that are collectively evaluated for impairment and individually classified as impaired loans.

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note C - Loans and Allowance for Credit Losses (continued)

The Company transfers loans to other real estate owned (“OREO”), at fair value less cost to sell, in the period the Company obtains physical possession of the property (through legal title or through a deed in lieu). As of December 31, 2024, the Company had no OREO for residential real estate properties compared to $68 at December 31, 2023. In addition, nonaccrual residential mortgage loans that are in the process of foreclosure had a recorded investment of $342 and $348 as of December 31, 2024 and 2023, respectively.

Note D - Premises and Equipment

Following is a summary of premises and equipment at December 31:

	2024		2023
Land	$	2,645	$	2,568
Buildings		24,573		23,867
Leasehold improvements		1,583		1,555
Furniture and equipment		11,785		11,137
		40,586		39,127
Less accumulated depreciation		19,357		17,677
Total premises and equipment	$	21,229	$	21,450

Following is a summary of premises and equipment held for sale at December 31:

	2024		2023
Land	$	84	$	84
Buildings		520		594
		604		678
Less accumulated depreciation		97		105
Total premises and equipment held for sale	$	507	$	573

Note E – Leases

Balance sheet information related to leases at December 31 was as follows:

	2024		2023
Operating leases:
Operating lease right-of-use assets	$	1,024	$	1,205
Operating lease liabilities		1,024		1,205

The components of lease cost were as follows for the year ending December 31:

	2024		2023
Operating lease cost	$	189	$	204
Short-term lease expense		9		17

Future undiscounted lease payments for operating leases with initial terms of one year or more as of December 31, 2024 are as follows:

	Operating<br><br> <br>Leases
2025	$	195
2026		140
2027		109
2028		111
2029		111
Thereafter		653
Total lease payments		1,319
Less: Imputed Interest		(295	)
Total operating leases	$	1,024

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note E – Leases (continued)

Other information at December 31 was as follows:

	2024			2023
Weighted-average remaining lease term for operating leases	12.0 years			13.0 years
Weighted-average discount rate for operating leases		2.84	%		2.91	%

Note F – Goodwill and Intangible Assets

Goodwill: The change in goodwill during the year is as follows:

	Gross Carrying Amount
	2024		2023
Goodwill	$	7,319	$	7,319

Impairment exists when a reporting unit’s carrying value of goodwill exceeds its fair value. During 2024, the general economic conditions that the Company operates in had trended from generally stable to improving in select markets in relation to economic development. While asset levels continued to grow and capital levels remained strong, the Company’s stock price continued to trade below book value during 2023 and 2024. Given that the Company’s stock is thinly traded and has institutional ownership of less than 10%, the market price may not always be reflective of actual value. Furthermore, the Company’s stock price to book will typically trend below peers due to carrying higher capital levels than peers. Due to these factors, management could not conclude that evidence provided by a qualitative assessment would support that it is more likely than not that the fair value of goodwill is more than the carrying amount. Therefore, the Company proceeded to complete the quantitative impairment test using November 30, 2024 as the measurement date.

The

        quantitative impairment test includes comparing the carrying value of the reporting unit, including the existing goodwill and intangible assets, to the fair value of the reporting unit. If the carrying amount of the reporting unit exceeds its
        fair value, a goodwill impairment charge is recorded for the amount in which the carrying value of the reporting unit exceeds the fair value of the reporting unit, up to the amount of goodwill attributed to the reporting unit. After performing
        the quantitative testing, it was determined that the reporting unit’s fair value exceeded the reporting unit’s carrying value, as of November 30, 2024, resulting in no impairment for the year ended December 31, 2024.

At December 31, 2023, the Company’s reporting unit had positive equity and the Company elected to perform a qualitative assessment to determine if it was more likely than not that fair value of the reporting unit exceeded its carrying value, including goodwill. The qualitative assessment indicated that it is more likely than not that fair value of goodwill is more than the carrying value, resulting in no impairment for the year ended December 31, 2023. Therefore, the Company did not proceed to step one of the annual goodwill impairment testing requirement.

Acquired

            intangible assets:  Acquired intangible assets were as follows at year-end:

	2024				2023
	Gross Carrying<br><br> <br>Amount		Accumulated<br><br> <br>Amortization		Gross Carrying<br><br> <br>Amount		Accumulated<br><br> <br>Amortization
Amortized intangible assets:
Core deposit intangibles	$	738	$	738	$	738	$	730

Aggregate amortization expense was $8 for 2024 and $21 for 2023.

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note G - Deposits

Following is a summary of deposits at December 31:

		2023
Noninterest-bearing deposits	322,383	$	322,222
Interest-bearing deposits:
NOW accounts	272,941		170,422
Savings and Money Market	285,966		255,369
Time deposits of 250 or less	311,972		301,323
Time deposits of more than 250	81,916		77,800
Total time deposits	393,888		379,123
Total interest-bearing deposits	952,795		804,914
Total deposits	1,275,178	$	1,127,136

All values are in US Dollars.

Following is a summary of total time deposits by remaining maturity at December 31, 2024:

2025	$	333,932
2026		53,682
2027		4,516
2028		1,263
2029		362
Thereafter		133
Total	$	393,888

Brokered deposits, included in time deposits, were $48,395 and $64,893 at December 31, 2024 and 2023, respectively.

Note H - Interest Rate Swaps

The

        Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities. The Company utilizes interest rate swap agreements as part of its
        asset/liability management strategy to help manage its interest rate risk position. As part of this strategy, the Company provides its customer with a fixed-rate loan while creating a variable-rate asset for the Company by the customer entering
        into an interest rate swap with the Company on terms that match the loan. The Company offsets its risk exposure by entering into an offsetting interest rate swap with an unaffiliated institution. These interest rate swaps do not qualify as
        designated hedges; therefore, each swap is accounted for as a standalone derivative. At December 31, 2024, the Company had offsetting interest rate swaps associated with commercial loans with a notional value of $11,802 and a fair value asset of $657
        and a fair value liability for the same amount included in other assets and other liabilities, respectively. This is compared to offsetting interest rate swaps with a notional value of $12,515 and a fair value asset and liability of $1,147 at
        December 31, 2023. The notional amount of the interest rate swaps does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate
        swap agreement. To offset the risk exposure related to market value fluctuations of its interest rate swaps, the Company would normally maintain collateral deposits on hand with a third-party correspondent, however due to the increasing rate
        environment, risk exposure was reduced in both 2024 and 2023, respectively, resulting in no collateral deposits at December 31,
        2024 or December 31, 2023.

Note I - Other Borrowed Funds

Other

        borrowed funds at December 31, 2024 and 2023 are comprised of advances from the FHLB of Cincinnati and promissory notes.

	FHLB<br><br> <br>Borrowings		Promissory<br><br> <br>Notes		Totals
2024	$	37,239	$	2,501	$	39,740
2023	$	42,199	$	2,394	$	44,593

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note I - Other Borrowed Funds (continued)

Pursuant

        to collateral agreements with the FHLB, advances are secured by $365,491 in qualifying mortgage loans, $33,745 in commercial loans and $2,866
        in FHLB stock at December 31, 2024. Fixed-rate FHLB advances of $37,239 mature through 2042 and have interest rates ranging from 1.53% to 4.91% and a year-to-date
        weighted average cost of 4.02% and 3.50%
        at December 31, 2024 and 2023, respectively. There were no variable-rate FHLB borrowings at December 31, 2024.

At December 31, 2024, the Company had a cash management line of credit enabling it to borrow up to $100,000 from the FHLB, subject to the stock ownership and collateral limitations described below. All cash management advances have an original maturity of 90 days. The line of credit must be renewed on an annual basis. There was $100,000 available on this line of credit at December 31, 2024.

Based

        on the Company’s current FHLB stock ownership, total assets and pledgeable loans, the Company had the ability to obtain borrowings from the FHLB up to a maximum of $183,374 at December 31, 2024. Of this maximum borrowing capacity, the Company had $87,635
        available to use as additional borrowings, of which $87,635 could be used for short term, cash management advances, as mentioned
        above. Furthermore, the Company pledged collateral to the FRB to establish a borrowing line, which had availability of $54,156 at
        December 31, 2024.

At December 31, 2024, the Company had a federal funds line of credit with two correspondent banks totaling $25,000. The lines of credit are not committed and are provided at the discretion of the correspondent bank. No collateral has been pledged to the lines of credit. Any advance is due to be repaid the next business day. At December 31, 2024, there was $25,000 available on these lines of credit.

Promissory notes, issued primarily by Ohio Valley, are due at various dates through a final maturity date of July 18, 2025, and have fixed rates ranging from 4.65% to 5.25% and a year-to-date weighted average cost of 4.71% at December 31, 2024, as compared to 3.79% at December 31, 2023. At December 31, 2024 and 2023, there were six promissory notes payable by Ohio Valley to related parties totaling $2,501 and $2,394, respectively. See Note M for further discussion of related party transactions. There were no promissory notes payable to other banks at December 31, 2024 and 2023, respectively.

Letters of credit issued on the Bank’s behalf by the FHLB to collateralize certain public unit deposits as required by law totaled $58,500 at December 31, 2024 and $52,350 at December 31, 2023.

Scheduled principal payments over the next five years:

	FHLB<br><br> <br>Borrowings		Promissory<br><br> <br>Notes		Totals
2025	$	5,435	$	2,501	$	7,936
2026		12,908		—		12,908
2027		11,397		—		11,397
2028		1,349		—		1,349
2029		1,733		—		1,733
Thereafter		4,417		—		4,417
	$	37,239	$	2,501	$	39,740

Note J - Subordinated Debentures and Trust Preferred Securities

        March 22, 2007, a trust formed by Ohio Valley issued $8,500 of adjustable-rate trust preferred securities as part of a pooled
        offering of such securities. The rate on these trust preferred securities was fixed at 6.58% for five years and then converted to a floating-rate term on March 15, 2012, based on a rate equal to the 3-month LIBOR plus 1.68%. Beginning September 15, 2023, the
        rate converted from a 3-month LIBOR index to a 3-month CME Term SOFR index plus a spread adjustment of 0.26% and a margin of 1.68%. The interest rate on these trust preferred securities was 6.33% at December 31, 2024 and 7.33% at December 31, 2023. There were no debt issuance costs incurred with these trust preferred securities. The Company issued subordinated debentures to the trust in exchange for
        the proceeds of the offering. The subordinated debentures must be redeemed no later than June 15, 2037.

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note J - Subordinated Debentures and Trust Preferred Securities (continued)

Under

        the provisions of the related indenture agreements, the interest payable on the trust preferred securities is deferrable for up to five years
        and any such deferral is not considered a default. During any period of deferral, the Company would be precluded from declaring or paying dividends to shareholders or repurchasing any of the Company’s common stock. Under generally accepted
        accounting principles, the trusts are not consolidated with the Company. Accordingly, the Company does not report the securities issued by the trust as liabilities and instead reports as liabilities the subordinated debentures issued by the
        Company and held by the trust. Since the Company’s equity interest in the trusts cannot be received until the subordinated debentures are repaid, these amounts have been netted. The subordinated debentures may be included in Tier 1 capital
        \(with certain limitations applicable\) under current regulatory guidelines and interpretations.

Note K - Income Taxes

The

        provision for income taxes consists of the following components:

	2024			2023
Current tax expense	$	3,557		$	3,312
Deferred tax (benefit) expense		(1,180	)		(745	)
Total income tax expense	$	2,377		$	2,567

The source of deferred tax assets and deferred tax liabilities at December 31:

	2024			2023
Items giving rise to deferred tax assets:
Other reserves	$	130		$	152
Allowance for credit losses		2,240			1,916
Unrealized loss on securities available for sale		2,966			3,233
Deferred compensation		2,295			2,176
Deferred loan fees/costs		172			169
Accrued bonus		325			249
Purchase accounting adjustments		62			11
Net operating loss		32			49
Lease liability		293			332
Nonaccrual interest income		109			113
Other		58			43
Items giving rise to deferred tax liabilities:
Mortgage servicing rights		(79	)		(88	)
FHLB stock dividends		(434	)		(442	)
Prepaid expenses		(33	)		(35	)
Depreciation and amortization		(344	)		(841	)
Right-of-use asset		(293	)		(332	)
Other		(281	)		(399	)
Net deferred tax asset	$	7,218		$	6,306

The Company determined that it was not required to establish a valuation allowance for deferred tax assets since management believes that the deferred tax assets are likely to be realized through the future reversals of existing taxable temporary differences, deductions against forecasted income and tax planning strategies.

At

        December 31, 2024, the Company’s deferred tax asset related to Section 382 net operating loss carryforwards was $152, which will
        expire in 2026.

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note K - Income Taxes

(continued)

The

        difference between the financial statement tax provision and amounts computed by applying the statutory federal income tax rate of 21%
        to income before taxes is as follows:

	2024			2023
Statutory tax (21%)	$	2,809		$	3,192
Effect of nontaxable interest, net		(422	)		(468	)
Effect of nontaxable insurance premiums		—			(205	)
Income from bank owned life insurance, net		(186	)		(136	)
Effect of state income tax, net of federal benefit		119			170
Tax credits		(31	)		(25	)
Other		88			39
Total income taxes^(1)^	$	2,377		$	2,567

(1) Effective income tax rate was 17.8% for 2024 and 16.9% for 2023

        December 31, 2024 and December 31, 2023, the Company had no unrecognized tax benefits. The Company does not expect the amount of
        unrecognized tax benefits to significantly change within the next twelve months. The Company did not recognize any interest
        and/or penalties related to income tax matters for the periods presented.

The

        Company is subject to U.S. federal income tax as well as West Virginia state income tax. The Company is no longer subject to federal or state examination for years prior to 2021.

Note L - Commitments and Contingent Liabilities

The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit and financial guarantees. The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit, and financial guarantees written, is represented by the contractual amount of those instruments. The contract amounts of these instruments are not included in the consolidated financial statements. At December 31, 2024, the contract amounts of these instruments totaled approximately $203,019, compared to $206,128 at December 31, 2023. The Bank estimates expected credit losses over the contractual period in which the Bank is exposed to credit risk via a contractual obligation to extend credit. At December 31, 2024, the estimated ACL related to off-balance sheet commitments was $582, compared to $692 at December 31, 2023. This included a $110 recovery of provision expense during the year ended December 31, 2024, compared to $61 in provision expense during the year ended December 31, 2023. The Bank uses the same credit policies in making commitments and conditional obligations as it does for instruments recorded on the balance sheet. Since many of these instruments are expected to expire without being drawn upon, the total contract amounts do not necessarily represent future cash requirements.

Following is a summary of such commitments at December 31:

	2024		2023
Fixed rate	$	211	$	1,331
Variable rate		194,865		195,587
Standby letters of credit		7,943		9,210

        December 31, 2024, the fixed-rate commitments have interest rates ranging from 4.75% to 7.38% and maturities of 30 years.

Commitments

        to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a
        fee. Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Since many of the commitments are expected to expire without being drawn upon, the total commitment
        amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based
        on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment and income-producing commercial properties.

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note L - Commitments and Contingent Liabilities (continued)

There

        are various contingent liabilities that are not reflected in the financial statements, including claims and legal actions arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the
        ultimate disposition of these matters is not expected to have a material effect on financial condition or results of operations.

Note M - Related Party Transactions

Certain directors, executive officers and companies with which they are affiliated were loan customers during 2024. A summary of activity on these borrower relationships with aggregate debt greater than $120 is as follows:

Total loans at January 1, 2024	$	16,486
New loans		884
Repayments		(1,239	)
Other changes		—
Total loans at December 31, 2024	$	16,131

Other

        changes include adjustments for loans applicable to one reporting period that are excludable from the other reporting period, such
        as changes in persons classified as directors, executive officers and companies’ affiliates.

Deposits

        from principal officers, directors, and their affiliates at year-end 2024 and 2023 were $22,847 and $20,123, respectively.  In addition, the Company had promissory notes outstanding with directors and their affiliates totaling $2,501 at year-end 2024 and $2,394 at
        year-end 2023. The interest rates ranged from 3.15% to 5.25%, with terms ranging from 8 to 24 months.

Note N - Employee Benefits

The

        Bank has a profit-sharing plan for the benefit of its employees and their beneficiaries. Contributions to the plan are determined by the Board of Directors of Ohio Valley. Contributions charged to expense were $267 and $270 for 2024 and 2023.

Ohio Valley maintains an Employee Stock Ownership Plan (“ESOP”) covering substantially all employees of the Company. Ohio Valley issues shares to the ESOP, purchased by the ESOP with subsidiary cash contributions, which are allocated to ESOP participants based on relative compensation. The total number of shares held by the ESOP, all of which have been allocated to participant accounts, were 340,562 and 317,860 at December 31, 2024 and 2023, respectively. In addition, the subsidiaries made contributions to the ESOP as follows:

	Years ended December 31
	2024		2023
Number of shares issued		20,542		4,746
Fair value of stock contributed	$	500	$	125
Cash contributed		55		473
Total expense	$	555	$	598

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note N - Employee Benefits (continued)

Life

        insurance contracts with a cash surrender value of $40,127 and annuity assets of $1,921 at December 31, 2024 have been purchased by the Company, the owner of the policies. The purpose of these contracts was to replace a current group life insurance
        program for executive officers, implement a deferred compensation plan for directors and executive officers, implement a director retirement plan and implement supplemental retirement plans for certain officers.  Under the deferred compensation
        plan, Ohio Valley pays each participant the amount of fees deferred plus interest over the participant’s desired term, upon termination of service.  Under the director retirement plan, participants are eligible to receive ongoing compensation
        payments upon retirement subject to length of service.  The supplemental retirement plans provide payments to select executive officers upon retirement based upon a compensation formula determined by Ohio Valley’s Board of Directors. The
        present value of payments expected to be provided are accrued during the service period of the covered individuals and amounted to $10,054
        and $9,716 at December 31, 2024 and 2023, respectively. Expenses related to the plans for each of the last two years amounted to $707 and $807, respectively. In
        association with the split-dollar life insurance plan, the present value of the postretirement benefit totaled $3,570 at December 31,
        2024 and $3,526 at December 31, 2023.

Note O - Fair Value of Financial Instruments

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The

        following is a description of the Company’s valuation methodologies used to measure and disclose the fair values of its financial assets and liabilities on a recurring or nonrecurring basis:

Securities: The fair values for securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market

          prices of similar securities \(Level 2\). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators \(Level 3\). During times
          when trading is more liquid, broker quotes are used \(if available\) to validate the model. Rating agency and industry research reports as well as defaults and deferrals on individual securities are reviewed and incorporated into the
          calculations.

Individually Evaluated Collateral Dependent Loans: The fair value of individually evaluated collateral dependent loans is generally based on the fair value of collateral, less costs to sell. When carried at fair value, individually evaluated collateral dependent loans generally receive specific allocations of the ACL. For collateral dependent loans, fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. In some instances, fair value adjustments can be made based on a quoted price from an observable input, such as a purchase agreement. Such adjustments would be classified as a Level 2 classification. Individually evaluated collateral dependent loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

Other Real Estate Owned: Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are

          subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches
          including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are
          usually significant and typically result in a Level 3 classification of the inputs for determining fair value. In some instances, fair value adjustments can be made based on a quoted price from an observable input, such as a purchase
          agreement.  Such adjustments would be classified as a Level 2 classification.

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note O - Fair Value of Financial Instruments (continued)

Appraisals

        for both individually evaluated collateral dependent loans and OREO are performed by certified general appraisers \(for commercial properties\) or certified residential appraisers \(for residential properties\) whose qualifications and licenses
        have been reviewed and verified by the Company. Once received, a member of management reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with management’s own assumptions
        of fair value based on factors that include recent market data or industry-wide statistics.

        an as-needed basis, the Company reviews the fair value of collateral, taking into consideration current market data, as well as all selling costs, which typically amount to approximately 10%.

Interest Rate Swap Agreements: The fair value of interest rate swap agreements is determined using the market standard methodology of netting the discounted future fixed cash payments (or receipts) and the

          discounted expected variable cash receipts \(or payments\).  The variable cash receipts \(or payments\) are based on the expectation of future interest rates \(forward curves\) derived from observed market interest rate curves \(Level 2\).

Assets and Liabilities Measured on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis are summarized below:

	Fair Value Measurements at December 31, 2024, Using
	Quoted Prices in<br><br> <br>Active Markets<br><br> <br>for Identical<br><br> <br>Assets<br><br> <br>(Level 1)		Significant Other<br><br> <br>Observable<br><br> <br>Inputs<br><br> <br>(Level 2)			Significant<br><br> <br>Unobservable<br><br> <br>Inputs<br><br> <br>(Level 3)
Assets:
U.S. Government securities	$	168,030	$	—		$	—
U.S. Government sponsored entity securities		—		5,888			—
Agency mortgage-backed securities, residential		—		94,202			—
Interest rate swap derivatives		—		657			—
Liabilities:
Interest rate swap derivatives		—		(657	)		—
	Fair Value Measurements at December 31, 2023, Using
---	---	---	---	---	---	---	---
	Quoted Prices in<br><br> <br>Active Markets<br><br> <br>for Identical<br><br> <br>Assets<br><br> <br>(Level 1)		Significant Other<br><br> <br>Observable<br><br> <br>Inputs<br><br> <br>(Level 2)			Significant<br><br> <br>Unobservable<br><br> <br>Inputs<br><br> <br>(Level 3)
Assets:
U.S. Government securities	$	50,297	$	—		$	—
U.S. Government sponsored entity securities		—		5,877			—
Agency mortgage-backed securities, residential		—		106,084			—
Interest rate swap derivatives		—		1,147			—
Liabilities:
Interest rate swap derivatives		—		(1,147	)		—

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note O - Fair Value of Financial Instruments (continued)

Assets and Liabilities Measured on a Nonrecurring Basis

There were no assets or liabilities measured at fair value on a nonrecurring basis at December 31, 2024 or 2023.

There

        was no OREO that was measured at fair value less costs to sell at December 31, 2024 or 2023. Furthermore, there were no corresponding write downs during the years ended December 31, 2024 or 2023.

There was no quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at December 31, 2024 or 2023.

The carrying amounts and estimated fair values of financial instruments at December 31, 2024 and December 31, 2023 are as follows:

			Fair Value Measurements at December 31, 2024 Using:
	Carrying<br><br> <br>Value		Level 1		Level 2		Level 3		Total
Financial Assets:
Cash and cash equivalents	$	83,107	$	83,107	$	—	$	—	$	83,107
Securities available for sale		268,120		168,030		100,090		—		268,120
Securities held to maturity		7,049		—		3,651		2,769		6,420
Loans, net		1,051,737		—		—		1,037,349		1,037,349
Interest rate swap derivatives		656		—		656		—		656
Accrued interest receivable		4,805		—		1,540		3,265		4,805
Financial Liabilities:
Deposits		1,275,178		881,290		394,470		—		1,275,760
Other borrowed funds		39,740		—		38,815		—		38,815
Subordinated debentures		8,500		—		8,500		—		8,500
Interest rate swap derivatives		657		—		657		—		657
Accrued interest payable		5,234		1		5,233		—		5,234
			Fair Value Measurements at December 31, 2023 Using:
---	---	---	---	---	---	---	---	---	---	---
	Carrying<br><br> <br>Value		Level 1		Level 2		Level 3		Total
Financial Assets:
Cash and cash equivalents	$	128,126	$	128,126	$	—	$	—	$	128,126
Securities available for sale		162,258		50,297		111,961		—		162,258
Securities held to maturity		7,986		—		4,281		3,109		7,390
Loans, net		963,133		—		—		944,544		944,544
Interest rate swap derivatives		1,147		—		1,147		—		1,147
Accrued interest receivable		3,606		—		466		3,140		3,606
Financial Liabilities:
Deposits		1,127,136		748,013		379,455		—		1,127,468
Other borrowed funds		44,593		—		45,799		—		45,799
Subordinated debentures		8,500		—		8,500		—		8,500
Interest rate swap derivatives		1,147		—		1,147		—		1,147
Accrued interest payable		6,597		1		6,596		—		6,597

Fair

        value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one
        time the Company’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss
        experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be
        determined with precision. Changes in assumptions could significantly affect the estimates.

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note P - Regulatory Matters

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgements by regulators. Failure to meet capital requirements can initiate regulatory action. The net unrealized gain or loss on AFS securities is not included in computing regulatory capital. Management believes as of December 31, 2024, the Bank met all capital adequacy requirements to which they are subject.

Prompt corrective action regulations applicable to insured depository institutions provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At year-end 2024 and 2023, the Bank met the capital requirements to be deemed well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since year-end 2024 or 2023 that management believes have changed the institution’s well capitalized category.

In 2019, the federal banking agencies jointly issued a final rule that provides for an optional, simplified measure of capital adequacy, the community bank leverage ratio (“CBLR”) framework, for qualifying community banking organizations (banks and holding companies), consistent with Section 201 of the Economic Growth, Regulatory Relief, and Consumer Protection Act. The final rule became effective on January 1, 2020 and was elected by the Bank as of March 31, 2020. In April 2020, the federal banking agencies issued an interim final rule that made temporary changes to the CBLR framework, pursuant to Section 4012 of the CARES Act, and a second interim final rule that provided a graduated increase in the CBLR requirement after the expiration of the temporary changes implemented pursuant to Section 4012 of the CARES Act.

The CBLR removes the requirement for qualifying banking organizations to calculate and report risk-based capital and only requires a Tier 1 to average assets (“leverage”) ratio. Qualifying banking organizations that elect to use the CBLR framework and that maintain a leverage ratio of greater than required minimums are considered to have satisfied the generally applicable risk based and leverage capital requirements in the agencies’ capital rules and, if applicable, are considered to have met the well capitalized ratio requirements for purposes of Section 38 of the Federal Deposit Insurance Act. Under the interim final rules, the CBLR minimum requirement was 8% as of December 31, 2020, 8.5% for calendar year 2021, and 9% for calendar year 2022 and beyond. The interim rule allowed for a two-quarter grace period to correct a ratio that fell below the required amount, provided that the Bank maintained a leverage ratio of 7% as of December 31, 2020, 7.5% for calendar year 2021, and 8% for calendar year 2022 and beyond.

Under the final rule, an eligible banking organization can opt out of the CBLR framework and revert back to the risk-weighting framework without restriction. As of December 31, 2024 and 2023, the Bank qualified as a community banking organization as defined by the federal banking agencies and elected to measure capital adequacy under the CBLR framework.

The current rules were impacted by the Company’s adoption of ASC 326 and its election to apply the 3-year CECL transition provision on January 1, 2023. By making this election, the Bank, in accordance with Section 301 of the regulatory capital rules, will increase it retained earnings (Tier 1 Capital) and average assets by 75% of its CECL transition amount during the first year of the transition period, 50% of its CECL transition amount during the second year, and 25% of its CECL transitional amount during the third year of the transition period. The Bank’s transition amount from the adoption of CECL totaled $2,276, which resulted in the add-back of $1,138 and $1,707 to both Tier 1 capital and average assets as part of the CBLR calculation for December 31, 2024 and 2023, respectively.

The

        following tables summarize the actual and required capital amounts of the Bank as of year-end.

	Actual					To Be Well Capitalized<br><br> <br>Under Prompt Corrective<br><br> <br>Action Regulations
Bank	Amount		Ratio			Amount		Ratio
Tier 1 capital (to average assets)
December 31, 2024	$	148,509		9.9	%	$	134,678		9.0	%
December 31, 2023		142,895		10.8			118,910		9.0

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note P - Regulatory Matters (continued)

Dividends

        paid by the subsidiaries are the primary source of funds available to Ohio Valley for payment of dividends to shareholders and for other working capital needs. The payment of dividends by the subsidiaries to Ohio Valley is subject to
        restrictions by regulatory authorities and state law. These restrictions generally limit dividends to the current and prior two years retained earnings of the Bank and Loan Central, Inc. At January 1, 2025 approximately $15,175 of the subsidiaries’ retained earnings were available for dividends under these guidelines. The ability of Ohio Valley to borrow funds from
        the Bank is limited as to amount and terms by banking regulations. The Board of Governors of the Federal Reserve System also has a policy requiring Ohio Valley to provide notice to the FRB in advance of the payment of a dividend to Ohio
        Valley’s shareholders under certain circumstances, and the FRB may disapprove of such dividend payment if the FRB determines the payment would be an unsafe or unsound practice.

Note Q - Parent Company Only Condensed Financial Information

Below

        is condensed financial information of Ohio Valley. In this information, Ohio Valley’s investment in its subsidiaries is stated at cost plus equity in undistributed earnings of the subsidiaries since acquisition. This information should be read
        in conjunction with the consolidated financial statements of the Company.

CONDENSED STATEMENTS OF CONDITION

	Years ended December 31:
Assets	2024		2023
Cash and cash equivalents	$	2,741	$	6,248
Investment in subsidiaries		156,348		148,597
Notes receivable – subsidiaries		2,251		2,683
Other assets		270		293
Total assets	$	161,610	$	157,821
Liabilities
Notes payable	$	2,501	$	2,394
Subordinated debentures		8,500		8,500
Other liabilities		281		2,920
Total liabilities		11,282		13,814
Shareholders’ Equity
Total shareholders’ equity		150,328		144,007
Total liabilities and shareholders’ equity	$	161,610	$	157,821

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

	Years ended December 31:
Income:	2024		2023
Interest on notes	$	108	$	91
Dividends from subsidiaries		5,000		5,020
Expenses:
Interest on notes		115		91
Interest on subordinated debentures		618		598
Operating expenses		390		369
Income before income taxes and equity in undistributed earnings of subsidiaries		3,985		4,053
Income tax benefit		207		196
Equity in undistributed earnings of subsidiaries		6,807		8,382
Net Income	$	10,999	$	12,631
Other comprehensive income (loss), net of tax		944		3,385
Comprehensive Income	$	11,943	$	16,016

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note Q - Parent Company Only Condensed Financial Information (continued)

CONDENSED STATEMENTS OF CASH FLOWS

	Years ended December 31:
Cash flows from operating activities:	2024			2023
Net Income	$	10,999		$	12,631
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed earnings of subsidiaries		(6,807	)		(8,382	)
Common stock issued to ESOP		500			124
Change in other assets		23			(34	)
Change in other liabilities		(2,639	)		101
Net cash provided by operating activities		2,076			4,440
Cash flows from investing activities:
Proceeds from closing of OVBC Captive		—			2,364
Change in notes receivable		432			(318	)
Net cash provided by (used in) investing activities		432			2,046
Cash flows from financing activities:
Change in notes payable		107			18
Purchases of treasury stock		(1,945	)		(82	)
Cash dividends paid		(4,177	)		(4,871	)
Net cash used in financing activities		(6,015	)		(4,935	)
Cash and cash equivalents:
Change in cash and cash equivalents		(3,507	)		1,551
Cash and cash equivalents at beginning of year		6,248			4,697
Cash and cash equivalents at end of year	$	2,741		$	6,248

Note

      R – Revenue From Contracts With Customers

Revenue

    is segregated based on the nature of products and services offered as part of contractual arrangements. Revenue from contracts with customers within the scope of ASC 606 is broadly segregated within the following noninterest income categories:

• Service charges on deposit accounts – These include general service fees charged for deposit account maintenance and activity and transaction-based fees charged for certain services, such as debit card, wire transfer, or overdraft activities. Revenue is recognized when the performance obligation is completed, which is generally after a transaction is completed or monthly for account maintenance services.

• Trust fees - This includes periodic fees due from trust customers for managing the customers' financial assets. Fees are generally charged on a quarterly or annual basis and are recognized ratably throughout the period, as the services are provided on an ongoing basis.

• Electronic refund check/deposit fees – A tax refund clearing agreement between the Bank and a tax refund processor requires the Bank to process electronic refund checks and electronic refund deposits presented for payment on behalf of taxpayers through accounts containing taxpayer refunds. The Bank, in turn, receives a fee paid by the third-party tax refund processor for each transaction that is processed. The amount of fees received are tiered based on the tax refund product selected. Since the Bank acts as a sub servicer in the tax process relationship, a portion of the fee collected is passed on to the tax refund processor.

• Debit/credit card interchange income – This includes interchange income from cardholder transactions conducted with merchants, throughout various interchange networks with which the Company participates. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, as transaction processing services are provided to the deposit customer. Gross fees from interchange are recorded in operating income separately from gross network costs, which are recorded in operating expense.

notes to the consolidated financial statements

Amounts are in thousands, except share and per share data.

Note R – Revenue From Contracts With Customers (continued)

• Tax preparation fees – This includes fees received by tax preparation customers of Loan Central as part of the Bank’s TAL business. After Loan Central prepares a customer’s tax return, the customer is offered the opportunity to have immediate access to a portion of the anticipated tax refund by entering into a TAL with the Bank. As part of the process, the tax customer completes a loan application and authorizes the expected tax refund to be deposited with the Bank once it is issued by the IRS. Once the Bank receives the tax refund, the refund is used to repay the TAL and Loan Central’s tax preparation fees, then the remainder of the refund is remitted to Loan Central’s tax customer.

• Float income from tax product processor – This is associated with the tax refund clearing agreement between the Bank and a third-party tax refund processor. The revenue earned is based on the estimated compensating balances associated with processing the contractual minimum number of check items multiplied by the interest rate paid by the Federal Reserve on reserves for the respective period. The float income is paid by the tax refund product processor at the end of each year of the tax agreement, which is to expire in 2025.

Note S - Risks and Uncertainties

The risks pertinent to the Bank regarding liquidity and rising deposit costs have increased due to an elevated interest rate environment and increased deposit competition within our markets. Our liquidity position is supported by the management of liquid assets such as cash and interest-bearing deposits with banks, and liabilities such as core deposits. The Bank can also access other sources of funds such as brokered deposits and FHLB advances. With the present economic conditions putting a strain on liquidity and higher borrowing costs, the Company believes it has sufficient liquid assets and funding sources should there be a liquidity need.

report of independent registered

public accounting firm

To the Shareholders and Board of Directors

Ohio Valley Banc Corp.

Gallipolis, Ohio

Opinion on the Financial Statements

We have audited the accompanying consolidated statement of condition of Ohio Valley Banc Corp. and its subsidiaries (the “Company”) as of December 31, 2024, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for Credit Losses on Collectively Evaluated Loans - Refer to Notes A and C to the Financial Statements

Critical Audit Matter Description

Management’s estimate of the allowance for credit losses (the “ACL”) includes a reserve on collectively evaluated loans. The reserve on collectively evaluated loans is based on peer group historical credit loss experience which is adjusted for qualitative and forecast factors over the expected remaining lives of the collectively evaluated loans. Significant assumptions in management’s estimate of the reserve on collectively evaluated loans include (i) the peer group utilized to determine historic loss rates; (ii) the loss drivers utilized to project losses during the forecast period; and (iii) qualitative factor adjustments. In evaluating whether qualitative factor adjustments are necessary, management considers internal and external qualitative and credit risk factors.

Significant judgment was required by management in the selection and application of subjective assumptions used to derive the quantitative portion of the ACL. Accordingly, performing audit procedures to evaluate the Company’s estimated ACL involved a high degree of auditor judgment and required significant effort, including the involvement of professionals with specialized skill and knowledge.

report of independent registered

public accounting firm

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s estimate of the ACL included, but were not limited to, the following:

•	Obtaining<br><br><br> an understanding of the Company’s process for establishing the ACL on collectively evaluated loans.
•	Evaluating<br><br><br><br><br><br><br><br> the appropriateness of management’s methodology used for estimating the ACL on collectively evaluated loans.
---	---
•	Testing<br><br><br> the completeness and accuracy of data utilized by management.
---	---
•	Evaluating<br><br><br><br><br><br><br><br> the relevance and reliability of information used by management in the development of the estimate.
---	---
•	Evaluating<br><br><br><br><br><br><br><br> the reasonableness of significant assumptions used in management’s estimate, including consideration of whether assumptions used were reasonable given portfolio composition; relevant external factors, including economic<br> conditions; and consideration of historical or recent experience and conditions and events affecting the Company.
---	---

/s/Plante & Moran, PLLC

Plante & Moran, PLLC

We have served as the Company’s auditor since 2024.

Cleveland, Ohio

March 14, 2025

report of independent registered

public accounting firm

Shareholders and the Board of Directors of Ohio Valley Banc Corp.

Gallipolis, Ohio

Opinion on the Financial Statements

We have audited the accompanying consolidated statement of condition of Ohio Valley Banc Corp. (the "Company") as of December 31, 2023, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Crowe, LLP

Crowe, LLP

We served as the Company's auditor from 1992 to 2024.

Cleveland, Ohio

March 15, 2024

management’s report on internal control

over financial reporting

Board of Directors and Shareholders

Ohio Valley Banc Corp.

The management of Ohio Valley Banc Corp. (the Company) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

The system of internal control over financial reporting as it relates to the consolidated financial statements is evaluated for effectiveness by management. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the Company’s system of internal control over financial reporting as of December 31, 2024, in relation to criteria for effective internal control over financial reporting as described in the 2013 “Internal Control Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management concluded that, as of December 31, 2024, its system of internal control over financial reporting is effective and meets the criteria of the “Internal Control Integrated Framework.”

Ohio Valley Banc Corp.

Larry E. Miller, II<br><br> <br>President and Chief Executive Officer	Scott W. Shockey<br><br> <br>Senior Vice President, CFO
March 14, 2025

management’s discussion and analysis of

financial condition and results of operations

FORWARD LOOKING STATEMENTS

Certain statements contained in this report and other publicly available documents incorporated herein by reference constitute “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended (the “Exchange Act”), and as defined in the Private Securities Litigation Reform Act of 1995. Such statements are often, but not always, identified by the use of such words as “believes,” “anticipates,” “expects,” “intends,” “plan,” “goal,” “seek,” “project,” “estimate,” “strategy,” “future,” “likely,” “may,” “should,” “will,” and other similar expressions. Such statements involve various important assumptions, risks, uncertainties, and other factors, many of which are beyond our control, particularly with regard to developments related to the current economic and geopolitical landscape, and which could cause actual results to differ materially from those expressed in such forward looking statements. However, it is difficult to predict the effect of known factors, and Ohio Valley Banc Corp. (“Ohio Valley”) cannot anticipate all factors that could affect future operating results. Important factors that could cause actual results to differ materially from expectations expressed in or implied in forward looking statements include, but are not limited to: the effects of fluctuating interest rates on our customers’ operations and financial condition; changes in political, economic or other factors, such as inflation rates, recessionary or expansive trends, taxes, the effects of implementation of legislation and the continuing economic uncertainty in various parts of the world; competitive pressures; the level of defaults and prepayment on loans made by Ohio Valley and its direct and indirect subsidiaries (collectively, the “Company”); unanticipated litigation, claims, or assessments; fluctuations in the cost of obtaining funds to make loans; and regulatory changes. Additional detailed information concerning such factors is available in the Company’s filings with the Securities and Exchange Commission, under the Exchange Act, including the disclosure under the heading “Item 1A. Risk Factors” of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and elsewhere in this document (including, without limitation, in conjunction with the forward looking statements themselves and under the heading “Critical Accounting Estimates”). All forward looking statements are qualified in their entirety by these and other cautionary statements that the Company makes from time to time in its other SEC filings and public communications. Readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. The Company undertakes no obligation and disclaims any duty to update or revise any forward looking statements, whether as a result of new information, unanticipated future events or otherwise, except as required by applicable law.

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The purpose of this discussion is to provide an analysis of the financial condition and results of operations of the Company that is not otherwise apparent from the audited consolidated financial statements included in this report. The accompanying consolidated financial information has been prepared by management in conformity with U.S. generally accepted accounting principles (“US GAAP”) and is consistent with that reported in the consolidated financial statements. Reference should be made to those statements and the selected financial data presented elsewhere in this report for an understanding of the following tables and related discussion. All dollars are reported in thousands, except share and per share data.

management’s discussion and analysis of

financial condition and results of operations

BUSINESS OVERVIEW:

The following discussion on consolidated financial statements include the accounts of Ohio Valley and its wholly-owned subsidiaries, The Ohio Valley Bank Company (the “Bank”), Loan Central, Inc., a consumer finance company (“Loan Central”), and Ohio Valley Financial Services Agency, LLC, an insurance agency. The Bank has one wholly-owned subsidiary, Ohio Valley REO, LLC, an Ohio limited liability company. In December 2023, Ohio Valley ceased operating Race Day Mortgage, Inc. (“Race Day”), which had been a wholly-owned subsidiary of the Bank since April 2021. The decision to cease operating Race Day was made due to low loan demand, poor employee retention, and lack of profitability. In December 2023, Ohio Valley also ceased operating OVBC Captive, Inc. (the “Captive”), which had been a subsidiary of Ohio Valley since July 2014. The decision to cease operating the Captive was the result of proposed IRS regulations that adversely impacted the taxation of small captives and severely limited the Captive’s ability to operate.

The Company is primarily engaged in commercial and retail banking, offering a blend of commercial and consumer banking services within southeastern Ohio as well as western West Virginia. The banking services offered by the Bank include the acceptance of deposits in checking, savings, time and money market accounts; the making and servicing of personal and commercial loans; the making of construction and real estate loans; and credit card services. The Bank also offers individual retirement accounts, safe deposit boxes, wire transfers and other standard banking products and services. Furthermore, the Bank offers Tax Refund Advance Loans (“TALs”) to Loan Central tax customers. A TAL represents a short-term loan offered by the Bank to tax preparation customers of Loan Central.

IMPACT OF PARTICIPATING IN THE OHIO HOMEBUYER PLUS PROGRAM:

During the third quarter of 2024, the Company began participating in a program offered by the Ohio Treasurer (the “Treasurer”) called the Ohio Homebuyer Plus. The program is designed to encourage Ohio residents to save for the purchase of a home. As a participant in the program, the Company developed the “Sweet Home Ohio” deposit account to offer participants an above-market interest rate of 5.83%, along with a deposit bonus to assist customers in achieving their home savings goals. For each account that was opened, the Company received a deposit from the Treasurer at a subsidized interest rate of 0.86%. Accounts connected with Ohio Homebuyer Plus must be used within five years and the corresponding balance of Treasurer deposits will fluctuate based upon active customer accounts. At December 31, 2024, the balance of Sweet Home Ohio accounts totaled $6,775 and the amount deposited by the Treasurer totaled $100,000. This contributed to a $148,042 increase in total deposits from year-end 2023. Since the Treasurer deposits are classified as public funds, which are required to be collateralized, the Company invested the funds in securities to be pledged as collateral to the Treasurer. A total of $100,497 in U.S. Government securities were purchased at a weighted average yield of 4.7% with maturity terms ranging from 6 months to 18 months. This contributed to a $104,925 increase in securities from year-end 2023. The Company is expected to generate a net interest spread of 3.52% from its participation in the Ohio Homebuyer Plus Program when considering the $100,497 investment in 4.7% yielding securities, which will be partially offset by $106,775 in deposits at a weighted average cost of 1.18%.

management’s discussion and analysis of

financial condition and results of operations

RESULTS OF OPERATIONS:

SUMMARY

2024 v. 2023

Ohio Valley generated net income of $10,999 for 2024, a decrease of $1,632, or 12.9%, from 2023. Earnings per share were $2.32 for 2024, a decrease of 12.5% from 2023. The decrease in net income and earnings per share for 2024 was largely impacted by increases in provision for credit losses and noninterest expense, completely offsetting increases in both net interest and noninterest income.

The Company’s net interest income in 2024 was $48,804, representing an increase of $2,777, or 6.0%, from 2023. Net interest income during 2024 was positively impacted by a $148,686 increase in average earning assets, with higher relative balances being maintained in loans, as opposed to interest-bearing deposits with banks or securities, which generally yield less than loans. This led to an $86,448 increase in average loans, while average securities and interest-bearing deposits with banks increased $35,591 and $26,647, respectively, from year-end 2023. The benefits of higher earning assets were partially offset by a year-to-date decrease in the Company’s fully tax-equivalent net interest income as a percentage of average earning assets (“net interest margin”), which decreased 23 basis points to 3.71% at December 31, 2024. The decrease in the net interest margin was related to the cost of interest-bearing liabilities increasing more than the yield on earning assets.

Net interest income increased $2,777, or 6.0%, during 2024, compared to 2023. Growth in net interest earnings was mostly impacted by growth in average earning assets, which increased 12.6% during 2024. This was partially offset by a lower net interest margin, decreasing 23 basis points during 2024. The growth in average earning assets came primarily from loans, securities, and interest-bearing deposits with banks. Loan increases were led by the commercial and residential real estate loan segments, while interest-bearing deposits with banks consisted mostly of average balances maintained at the Company’s interest-bearing Federal Reserve Bank (“FRB”) clearing account. Average securities grew in large part to the increased pledging requirements on public fund deposits as part of the Ohio Homebuyer Plus program. Decreases to the net interest margin were largely related to the cost of funding sources increasing more than the yield on earning assets. This increase in the cost of funding was partially linked to the Company’s decision to increase rates on deposit accounts to attract deposits amidst heightened market competition for such funds during 2023. In addition, the composition of funding sources have trended toward certificates of deposit (“CDs”), and wholesale funding sources, which generally cost more than other funding sources, such as checking, negotiable order of withdrawal (“NOW”), savings and money market deposit products.

Provision for credit losses during 2024 increased $379, or 18.1%, from 2023. The increase was primarily due to additional reserves associated with certain qualitative risk factors, a $565 increase in net charge-offs, and an $89,925 increase in loan balances.

The Company’s noninterest income increased $542, or 4.3%, from 2023. The year-to-date increase in noninterest income came largely from service charges on deposit accounts and interchange income earned on debit and credit card transactions, which collectively increased $447 from 2023. During 2024, the increase in service charges on deposit accounts was related to an increase in the volume of overdraft transactions, while debit and credit card interchange income benefited from an increase in the number of transactions. Other increases in noninterest income came from trust fee income and income from bank owned life insurance (“BOLI”), which collectively increased $147 from 2023.

management’s discussion and analysis of

financial condition and results of operations

The Company’s noninterest expenses during 2024 increased $4,762, or 11.5%, from 2023. This increase was mostly impacted by salary and employee benefit expense, which grew $4,391, or 18.8%, during 2024, as compared to 2023. The increase was largely the result of a voluntary severance package offered to employees meeting certain criteria during the fourth quarter of 2024. Offering this severance package resulted in a one-time expense of $3,338 in 2024. The increase in salaries and employee benefit expense was also impacted by annual merit increases and higher health insurance premiums, partially offset by the elimination of staffing for Race Day by April 2023, which resulted in expense savings during 2024, when compared to 2023. Further contributing to higher noninterest expense in 2024 were increases in customer rewards for new accounts, data processing and professional fees. The data processing expense increased $285 due to debit card processing costs associated with higher transaction volume and higher costs associated with enhancements to the Company’s digital banking platform. Professional fees increased $217 due to higher director fees and a general increase in legal and accounting fees. During the fourth quarter of 2024, the Company also paid account bonuses totaling $496 to new Sweet Home Ohio deposit customers. These increases were partially offset by a decrease in software expense and marketing expense. For 2024, software expense decreased $389 from 2023 due to the closure of Race Day, which eliminated certain processing platforms. Marketing expense for 2024 decreased $190 from 2023 due to a reduction in select marketing campaigns.

The Company’s provision for income taxes decreased $190 during 2024, largely due to the changes in taxable income affected by the factors mentioned above.

NET INTEREST INCOME

The most significant portion of the Company’s revenue, net interest income, results from properly managing the spread between interest income on earning assets and interest expense incurred on interest-bearing liabilities. The Company earns interest and dividend income from loans, investment securities and short-term investments while incurring interest expense on interest-bearing deposits and short- and long-term borrowings. Net interest income is affected by changes in both the average volume and mix of assets and liabilities and the level of interest rates for financial instruments. Changes in net interest income are measured by net interest margin and net interest spread. Net interest margin is expressed as the percentage of net interest income to average interest-earning assets. Net interest spread is the difference between the average yield earned on interest-earning assets and the average rate paid on interest-bearing liabilities. Both of these are reported on a fully tax-equivalent (“FTE”) basis. Net interest margin exceeds the net interest rate spread because noninterest-bearing sources of funds, principally noninterest-bearing demand deposits and stockholders’ equity, also support interest-earning assets. The following is a discussion of changes in interest-earning assets, interest-bearing liabilities and the associated impact on interest income and interest expense for the two years ended December 31, 2024 and 2023. Tables I and II have been prepared to summarize the significant changes outlined in this analysis.

Net interest income in 2024 totaled $49,340 on an FTE basis, up $2,722, or 5.8%, from 2023. This increase reflects a positive contribution from a 12.6% increase in average earning assets, which was partially offset by a 23 basis point decrease in the net interest margin. The increase in average earning assets came mostly from a 9.2% increase in loans, a 19.0% increase in securities, and a 44.8% increase in interest-bearing balances with banks during 2024, as compared to the same period in 2023. The decrease in the net interest margin was related to the cost of funding sources increasing more than the yield on earning assets. The earning asset yield increased 45 basis points in large part due to rate increases of 100 basis points from the FRB during 2023 that impacted the repricings of loans and interest-bearing FRB clearing account. The increases in the cost of funding was partially linked to the Company’s decision to increase rates on deposit accounts at the end of 2022 and during 2023 to attract deposits amidst heightened market competition for such funds. In addition, the composition of funding sources trended toward CDs, and wholesale funding sources, which generally cost more than other funding sources, such as checking, NOW, savings and money market deposit products. These factors contributed to an increase in the Company’s average interest-bearing liability costs by 88 basis points during 2024. As a result, the net interest margin decreased 23 basis points from 3.94% in 2023 to 3.71% in 2024. The net interest margin decrease of 23 basis points reflects the 88 basis point increase in funding costs impacted by market rate increases and a composition shift to a greater number of higher-costing deposits and wholesale funding sources. These negative effects were partially offset by both a 45 basis point increase from the mix and yield on earning assets and a 20 basis point increase from the use of noninterest-bearing funding (i.e., demand deposits and shareholders’ equity).

management’s discussion and analysis of

financial condition and results of operations

Net interest income increased in 2024 primarily due to the increase in both the average volume and yield of earning assets partially offset by the increase in both the average volume and cost of interest-bearing liabilities. The volume increase in average earning assets contributed to a $7,591 increase in FTE interest income during 2024 compared to 2023, while the yield increase in average earning assets was responsible for increasing FTE interest income by $6,252 during the same period. These positive impacts were partially offset by an increase in average interest-bearing liability costs that contributed to a $5,906 increase in interest expense during 2024 compared to 2023, and a volume increase in average interest-bearing liabilities that contributed to a $5,215 increase in interest expense during the same period. The volume increase in average earning assets was led by loans, which increased $86,448, or 9.2%, during 2024, which contributed to $5,338 in additional FTE interest income during 2024 compared to 2023. Average balance growth occurred within all of the Company’s loan portfolio segments in residential real estate, commercial real estate, commercial and industrial, and consumer loans. While average loans increased in 2024, both average securities and interest-bearing deposits with banks experienced more accelerated growth in 2024. As a result, the Company’s average loan composition decreased to 76.8% of average earning assets at year-end 2024, as compared to 79.2% for 2023. The increase in average earning asset yield for 2024 was largely impacted by loans. The action of the FRB to increase short-term rates during 2023 had a direct impact on the repricing of a portion of the Company’s loan portfolio, while also increasing the market rates on loan product offerings during 2023, which had a positive impact going into 2024. As a result, the average loan yield grew to 6.40% at year-end 2024, as compared to 5.92% at year-end 2023, which contributed to $4,733 in additional FTE interest income during 2024 compared to 2023.

Securities also had a positive impact to net interest income, with average balances of $222,499 at year-end 2024, representing a 19.0% increase from the $186,908 in average securities at year-end 2023. The $35,591 increase came primarily from average taxable securities and was largely impacted by the Company’s participation in the Treasurer’s Ohio Homebuyer Plus program in 2024. Proceeds of $100,000 received by the Treasurer were deposited into a public fund deposit account during the third quarter of 2024. Since public funds are required to be collateralized, the Company invested the funds in securities to be pledged as collateral to the Treasurer. A total of $100,497 in U.S. Government taxable securities were purchased at a “higher-than-portfolio” weighted average yield of 4.7%. The impact from this purchase of higher-yielding securities expanded its composition of earning assets and improved the overall yield of the securities portfolio in 2024. As a result, the average yield for taxable securities grew to 2.89% at year-end 2024, as compared to 2.23% at year-end 2023, which contributed to $1,329 in additional FTE interest income during 2024 compared to 2023. Furthermore, the composition of average taxable securities increased to 16.2% of average earning assets at year-end 2024, as compared to 15.2% at year-end 2023, which contributed to a $915 increase in FTE interest income during 2024. Average tax exempt securities were down 14.2% from the prior year, largely related to maturities of state and municipal investments. As a result, the composition of average state and municipal investments trended down to 0.5% of average earning assets at year-end 2024, as compared to 0.6% at year-end 2023. Management continues to focus on generating loan growth as loans provide the greatest return to the Company. Management also maintains securities at a dollar level adequate enough to provide ample liquidity and cover pledging requirements.

management’s discussion and analysis of

financial condition and results of operations

Interest-bearing balances with banks also contributed to the growth in net interest income, particularly from the average volume factor, which contributed to a $1,365 increase in interest income during 2024, as compared to 2023. The majority of average interest-bearing balances with banks consist of the Company’s interest-bearing FRB clearing account. The change in average volume was impacted by an increase in excess deposits within the FRB clearing account during 2024, coming primarily from growth in interest-bearing deposit liabilities. The Company utilizes its interest-bearing FRB clearing account to manage excess funds, as well as to assist in funding earning asset growth. During 2024, excess funds from the FRB account were used to fund the growth in loans and securities. The excess funds generated from the growth in interest-bearing deposit liabilities more than covered the funding needs for loans and securities. This led to a $26,647, or 44.8%, increase in average interest-bearing balances with other banks, and led to a higher composition of average interest-bearing balances with banks, finishing at 6.5% of average earning assets in 2024 compared to 5.0% in 2023. Short-term rate increases during 2023 also had a positive impact to interest income growth during 2024. The rate associated with the FRB clearing account increased 100 basis points between February and July of 2023 due to continued rising inflationary concerns at that time, resulting in a target federal funds rate of 5.25% to 5.50%. The rate remained at this level until the FRB took action in reducing short-term rates by 100 basis points between September and December of 2024 due in large part to the improvement in the inflationary pressures that had negatively impacted the economy in 2022 and 2023. While the rate reductions in 2024 had an immediate effect in lowering the rate tied to the FRB clearing account, the negative impact was only for a smaller portion of the year. As a result, the average yield factor on interest-bearing balances with banks increased interest income by $202 during 2024.

Net interest income was negatively impacted by increases in both the average volume and cost of interest-bearing liabilities. The volume increase in average interest-bearing liabilities contributed to a $5,215 increase in interest expense during 2024 compared to 2023, while the cost increase in average interest-bearing liabilities was responsible for increasing interest expense by $5,906 during the same period. The majority of the increases were impacted by the Company’s time deposits. As market competition for deposits continued to increase, rate offerings on CDs continued to adjust up in 2023. The Company increased CD rates during this time to attract and retain deposits, which led to more of a consumer demand to reinvest from lower-cost NOW, savings and money market account deposit products and into more higher-cost time deposit products. Furthermore, the Company also utilized higher-cost wholesale time deposits (brokered CDs) to help fund earning asset growth in 2024. As a result of consumer preference for higher-cost deposit products and the need to fund earning asset growth, the average balance of time deposits increased $107,999, or 38.7%, during 2024, contributing to a $4,511 increase in interest expense. This growth led to an increase in the composition of average time deposits from 35.4% at year-end 2023 to 41.6% at year-end 2024. The negative effects of higher CD rates and a deposit composition shift from lower-cost deposit sources to higher-cost time deposits also led to an increase in the average cost of time deposits from 3.57% at year-end 2023 to 4.65% at year-end 2024. This contributed to a $3,522 increase in interest expense.

This trend of higher market rates and a growing consumer preference for higher cost retail deposits also had a significant impact on core deposit segments that include NOW, savings and money market accounts. Interest expense on these accounts were largely impacted by steady rate increases during 2023 that impacted 2024, particularly with higher rates on NOW accounts and a new tiered money market product that offered competitive rates. This also included $6,775 in Sweet Home Ohio savings accounts at an above-market rate of 5.83% as part of the Ohio Homebuyer Plus program. As a result, the Company’s average cost of savings and money market accounts increased from 0.81% in 2023 to 1.50% in 2024, while the average cost of NOW accounts increased from 1.01% in 2023 to 1.16% in 2024. Collectively, this contributed to a $2,432 increase to interest expense during 2024. While customer deposits continued to increase during 2024 within these core deposit segments, the consumer preference was largely weighted towards time deposits, which generated a composition shift to a greater number of higher-priced retail CD products. Average balances during 2024 increased 14.8% within NOW accounts and decreased 1.8% within savings and money market accounts, altogether representing 52.9% of average interest-bearing liabilities in 2024, as compared to 59.4% in 2023.

management’s discussion and analysis of

financial condition and results of operations

The Company’s average other borrowings and subordinated debentures collectively increased $11,481, or 36.0%, during 2024. The increase was related to the issuance of new FHLB advances that were used to help fund earning asset growth. Borrowings and subordinated debentures continue to represent the smallest composition of average interest-bearing liabilities, finishing at 5.6% and 5.1% at the end of 2024 and 2023, respectively. The elevated rate environment also impacted the average costs on other borrowings, which increased from 3.35% at year-end 2023 to 3.93% at year-end 2024, and subordinated debentures, which increased from 7.03% at year-end 2023 to 7.27% at year-end 2024.

Total interest and fee income on average earning assets increased $13,843, or 22.2%, during 2024, and $14,354, or 29.8%, during 2023. The increase was primarily due to average net loan and securities growth, and the benefits of a rising interest rate environment that had a significant impact on loan offerings/repricings during 2023 that benefited higher earnings during the majority of 2024.

The Company’s interest income from its interest-bearing balances with banks increased $1,567 and $1,373 during 2024 and 2023, respectively. Higher earnings during 2024 were impacted primarily by increases in the average balances of interest-bearing deposits with banks, increasing 44.8%. Balance growth in 2024 came mostly from the interest-bearing FRB clearing account. Higher earnings during 2023 were impacted primarily by increases in market rates during 2023, which caused the rate associated with the interest-bearing FRB clearing account to increase, as well.

The Company’s interest and fees from its commercial loan portfolio increased $5,833, or 21.8%, during 2024. The increase came primarily from commercial loan interest, which was positively impacted by commercial loan demand, which was successful in generating a 10.6% increase in average balances within the Company’s commercial real estate and commercial and industrial portfolios. Also contributing to higher interest income were elevated market rate adjustments from 2023 that contributed to higher earnings in 2024. During 2023, the Company’s interest and fees from its commercial loan portfolio increased $5,938, or 28.5%. The increase came primarily from commercial loan interest, which was positively impacted by elevated market rate adjustments during 2023. Also contributing to higher interest income was commercial loan demand, which was successful in generating an 8.6% increase in average balances within the Company’s commercial real estate and commercial and industrial portfolios.

The Company’s interest and fees from its residential real estate loan portfolio increased $3,011, or 22.6%, during 2024, and increased $2,501, or 23.1%, during 2023. The increases were impacted by higher yields, as well as a 12.0% and 9.8% increase in average residential real estate loan balances during 2024 and 2023, respectively. With mortgage rates increasing in 2022 and 2023, the demand for in-house variable rate mortgage products continued to increase during 2023 and 2024 while long-term fixed rate products decreased. A portion of the growth in the residential real estate segment was associated with the higher utilization of a warehouse line of credit extended to another mortgage lender. As a result, interest income on residential real estate loans increased $3,021 and $2,526 during 2024 and 2023, respectively.

management’s discussion and analysis of

financial condition and results of operations

The Company’s interest and fees from its consumer loan portfolio increased $1,273, or 8.7%, during 2024, and increased $4,109, or 38.8%, during 2023. The increase during 2024 was primarily the result of higher consumer loan yields, and to a lesser extent, a 0.2% increase in average consumer loan balances. The elevated market rate adjustments from 2023 contributed to higher interest earnings in 2024 within the consumer portfolio. Average consumer loan growth during 2024 came primarily from higher consumer capital line loan balances, which were up $8,760, or 28.3%. This balance increase was almost completely offset by decreases in average automobile and other consumer loan balances, which were collectively down $8,485, or 6.3%, during 2024. The Company has deemphasized the consumer loan segment due to other loan portfolio segments being more profitable. In the fourth quarter of 2024, the Company exited the indirect lending business for automobiles and recreational vehicles to focus on growing the more profitable loan segments within the commercial and residential real estate portfolios. The increase during 2023 was primarily the result of higher consumer loan yields and a 19.8% increase in average consumer loan balances. Average consumer loans were largely impacted by the purchase of a pool of unsecured loans in January 2023 that carried an average balance of $12,322 for the year. Other contributions to higher consumer loans in 2023 came from increases in average automobile and consumer capital line loan balances.

The Company’s interest income from taxable investment securities increased $2,244, or 56.1%, in 2024. The increase was primarily due to the purchase of $100,497 in higher-yielding U.S. Government securities in July and August of 2024 from the Company’s participation in the Ohio Homebuyer Plus program. As part of the program, the Company received $100,000 in funds from the Treasurer that were deposited into a special public fund NOW account. Since public funds are required to be collateralized, the Company invested the funds in securities that were pledged as collateral to this Treasurer deposit account. This large securities purchase had a positive impact on generating higher average balances in taxable securities, which increased $36,645, or 20.4%, during 2024. These securities were purchased at a weighted average yield of 4.7%, which had a positive impact on increasing the yield on taxable securities to 2.89% in 2024 from 2.23% in 2023. During 2023, the Company’s interest income from taxable investment securities increased $346, or 9.5%, in 2023. This was primarily due to the reinvestment of maturities at market rates higher than the average portfolio yield. The average securities yield was also positively impacted by the Company’s decision to sell $12,500 of lower-yielding taxable securities at the end of 2022 and reinvest them in similar higher-yielding securities. These factors had a positive impact on increasing the yield on taxable securities, which increased from 1.83% in 2022 to 2.23% in 2023. However, with the Company’s focus on reinvesting excess funds into a greater number of higher-yielding loans, average taxable security balances decreased 10.0% during 2023, partially offsetting the benefits of increasing yields.

Total interest expense incurred on the Company’s interest-bearing liabilities totaled $26,959 during 2024, an increase of $11,121, or 70.2%. The increase in interest expense was largely the result of an increase in rates on CDs, NOW, savings and money market account products during 2023 that contributed to higher expenses during 2024. The combination of higher CD volume and upward repricing of CD rates in 2024 had a negative effect on earnings by elevating interest expenses. As a result, the weighted average cost of interest-bearing liabilities increased from 2.01% in 2023 to 2.89% in 2024. During 2023, total interest expense incurred on the Company’s interest-bearing liabilities increased to $13,000 compared to $2,838 in interest expense during 2022. The significant increase in interest expense during 2023 was largely the result of a lagging effect to deposit rate increases during the time that the FRB took action to aggressively move short-term rates up in 2022. At that time, the Company was able to maintain a large amount of excess deposit balances within its core segment of interest-bearing NOW, savings, and money market accounts with little to no change to their respective deposit product rates during 2022. Competition for deposits began to increase during the end of 2022 and continued into 2023, leading to an increase in the rates on several of the Company’s deposit products, such as CDs, NOW and money market accounts. In addition, deposit customers were looking to reinvest their funds into a greater number of higher-costing products such as CDs instead of lower-costing products such as savings, NOW and money market accounts. Furthermore, the Company utilized a greater number of higher-costing brokered CDs to assist in funding the growth in earning assets. This combination of higher CD volume, upward repricing of CD rates, and utilization of higher-cost wholesale funding had a negative effect on earnings by elevating interest expenses in 2023. As a result, the weighted average cost of interest-bearing liabilities increased from 0.38% in 2022 to 2.01% in 2023.

management’s discussion and analysis of

financial condition and results of operations

The Company’s interest expenses were also impacted by other borrowed money and subordinated debentures, which were up collectively by $656 during the year ended 2024. The increase was primarily the result of an average balance increase in FHLB borrowings to assist in funding earning asset growth during 2024. As a result, the average balance of other borrowed money and subordinated debentures collectively increased $11,481, or 28.4%, during 2024. Interest expense during 2024 was also impacted by an increase in market rates that had a corresponding effect to the rates tied to FHLB borrowings and subordinated debentures. This resulted in the average costs of other borrowed money and subordinated debentures collectively increasing from 4.12% in 2023 to 4.48% in 2024. During 2023, interest expenses from other borrowed money and subordinated debentures were up collectively by $956. The increase came primarily from the average cost of both liabilities collectively increasing from 2.48% in 2022 to 4.12% in 2023. This impact came primarily from the rise in market rates during 2023 that had a corresponding effect to the rate tied to FHLB borrowings and subordinated debentures. Interest expense was also impacted by an average balance increase in FHLB borrowings to assist in funding earning asset growth during 2023.

During 2024, the Company’s net interest margin decreased from 3.94% in 2023 to 3.71% in 2024. The margin decrease was impacted by higher average costs associated with the Company’s interest-bearing liabilities due to customer pricing pressures, deposit competition, and a higher utilization of wholesale funding sources. Furthermore, the Company continued to experience a deposit composition shift into more higher-cost retail CDs and less lower-cost NOW, savings, money market, and checking account deposits, which put increased pressure on margin growth during most of 2024. Although the net interest margin decreased from the prior year’s results, there was margin improvement throughout most of 2024 when comparing linked quarters. The quarterly net interest margin during the first, second, third, and fourth quarter periods finished at 3.61%, 3.74%, 3.76%, and 3.70%, respectively. The margin improvements were related to the increases in earning asset yields and a higher composition of average loan balances due to the 9.2% increase in average year-to-date loans. Positive contributions to the margin have also come from an average deposit mix that is trending back towards checking, NOW, savings and money market deposit accounts during the second, third, and fourth quarters of 2024. This, along with the benefits of higher-yielding loan growth, contributed to the increase in net interest income during 2024. The Company’s primary focus is to invest its funds into higher-yielding assets, particularly loans, as opportunities arise. However, if loan balances do not continue to expand and remain a larger component of overall earning assets, the Company will face pressure within its net interest income and margin improvement.

management’s discussion and analysis of

financial condition and results of operations

CONSOLIDATED AVERAGE BALANCE SHEET & ANALYSIS OF NET INTEREST INCOME

	December 31
Table I	2024								2023
(dollars in thousands)	Average Balance			Income/<br><br> <br>Expense		Yield/<br><br> <br>Average			Average Balance			Income/<br><br> <br>Expense		Yield/<br><br> <br>Average
Assets
Interest-earning assets:
Interest-bearing balances with banks	$	86,122		$	4,447		5.16	%	$	59,475		$	2,880		4.84	%
Securities:
Taxable		216,146			6,246		2.89			179,501			4,002		2.23
Tax exempt		6,353			161		2.53			7,407			200		2.70
Loans		1,022,220			65,445		6.40			935,772			55,374		5.92
Total interest-earning assets		1,330,841			76,299		5.73	%		1,182,155			62,456		5.28	%
Noninterest-earning assets:
Cash and due from banks		15,839								15,024
Other nonearning assets		87,883								86,077
Allowance for credit losses		(9,411	)							(7,749	)
Total noninterest-earning assets		94,311								93,352
Total assets	$	1,425,152							$	1,275,507
Liabilities and Shareholders’ Equity
Interest-bearing liabilities:
NOW accounts	$	225,088		$	2,614		1.16	%	$	196,086		$	1,988		1.01	%
Savings and money market		267,344			4,019		1.50			272,217			2,213		0.81
Time deposits		387,259			18,006		4.65			279,260			9,973		3.57
Other borrowed money		43,346			1,702		3.93			31,865			1,067		3.35
Subordinated debentures		8,500			618		7.27			8,500			597		7.03
Total int.-bearing liabilities		931,537			26,959		2.89	%		787,928			15,838		2.01	%
Noninterest-bearing liabilities:
Demand deposit accounts		320,681								328,573
Other liabilities		26,217								22,237
Total noninterest-bearing liabilities		346,898								350,810
Shareholders’ equity		146,717								136,769
Total liabilities and shareholders’ equity	$	1,425,152							$	1,275,507
Net interest earnings				$	49,340							$	46,618
Net interest margin							3.71	%							3.94	%
Net interest rate spread							2.84	%							3.27	%
Average interest-bearing liabilities to average earning assets							70.00	%							66.65	%

Fully taxable equivalent yields are reported for tax exempt securities and loans and calculated assuming a 21% tax rate, net of nondeductible interest expense. Tax-equivalent adjustments for securities during the years ended December 31, 2024 and 2023 totaled $29 and $38, respectively. Tax-equivalent adjustments for loans during the years ended December 31, 2024 and 2023 totaled $507 and $553, respectively. Average balances are computed on an average daily basis. The average balance for AFS securities includes the market value adjustment. However, the calculated yield is based on the securities’ amortized cost. Average loan balances include nonaccruing loans. Loan income includes cash received on nonaccruing loans.

management’s discussion and analysis of

financial condition and results of operations

RATE VOLUME ANALYSIS OF CHANGES IN INTEREST INCOME & EXPENSE<br><br> <br>Table II
(dollars in thousands)	2024									2023
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Increase (Decrease)<br><br> <br>From Previous Year Due to									Increase (Decrease)<br><br> <br>From Previous Year Due to
	Volume			Yield/Rate			Total			Volume			Yield/Rate			Total
Interest income
Interest-bearing balances with banks	$	1,365		$	202		$	1,567		$	(989	)	$	2,362		$	1,373
Securities:
Taxable		915			1,329			2,244			(391	)		737			346
Tax exempt		(27	)		(12	)		(39	)		(17	)		(10	)		(27	)
Loans		5,338			4,733			10,071			4,927			7,735			12,662
Total interest income		7,591			6,252			13,843			3,530			10,824			14,354
Interest expense
NOW accounts		316			310			626			(118	)		1,328			1,210
Savings and money market		(41	)		1,847			1,806			(43	)		2,014			1,971
Time deposits		4,511			3,522			8,033			1,121			7,742			8,863
Other borrowed money		429			206			635			321			334			655
Subordinated debentures		----			21			21			----			301			301
Total interest expense		5,215			5,906			11,121			1,281			11,719			13,000
Net interest earnings	$	2,376		$	346		$	2,722		$	2,249		$	(895	)	$	1,354

The change in interest due to volume and rate is determined as follows: Volume Variance - change in volume multiplied by the previous year’s rate; Yield/Rate Variance - change in rate multiplied by the previous year’s volume; Total Variance change in volume multiplied by the change in rate. The change in interest due to both volume and rate has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each. The tax exempt securities and loan income is presented on an FTE basis. FTE yield assumes a 21% tax rate, net of related nondeductible interest expense.

PROVISION EXPENSE

The Company sets aside an ACL through charges to income, which are reflected in the consolidated statement of income as the provision for credit losses. Provision for credit loss is recorded to achieve an ACL that is adequate to absorb estimated losses inherent in the Company’s loan portfolio, unfunded loans, and held to maturity debt securities. Management performs, on a quarterly basis, a detailed analysis of the ACL that encompasses asset portfolio composition, asset quality, loss experience and other relevant economic factors.

During 2024, the Company recorded $2,469 in provision expense, an increase of $379, or 18.1%, from the provision expense in 2023. Total provision expense during 2024 consisted of $2,580 in provision expense from loans, partially offset by recoveries of provision expense from both unfunded commitments and HTM securities that totaled $110 and $1, respectively.

Provision expense on loans during 2024 was impacted primarily by net loan charge-offs, which totaled $1,259 for the year. Net loan charge-offs came mostly from the consumer loan portfolio, which totaled $1,587, and required a corresponding increase to provision expense during 2024.

management’s discussion and analysis of

financial condition and results of operations

Provision expense on loans during 2024 was also impacted by increases in loan balances generally allocated for during 2024. The risk associated with an $89,925 increase in loans generated higher general reserves and a corresponding increase to provision expense.

Provision expense on loans during 2024 was further impacted by reserves associated with certain qualitative risk factors. The loss drivers within these factors, including unemployment, inflation, and gross domestic product, which all regressed during 2024. This contributed to additional provision expense during 2024, primarily within the commercial real estate loan segment.

Credit loss expense during 2024 was also impacted by unfunded commitments on off-balance sheet liabilities. The Company re-evaluated its unfunded commitments to extend credit at December 31, 2024 and determined a reserve of $582 was required, which resulted in the recovery of provision expense of $110 during the year ended 2024. The impact came mostly from the commercial real estate construction segment.

Credit loss expense during 2024 was further impacted by HTM debt securities. The Company re-evaluated its reserve for HTM debt securities at December 31, 2024 and determined a reserve of $1 was required, which resulted in a $1 recovery of provision expense during the year ended 2024.

During 2023, the Company recorded $2,090 in provision expense, consisting of $2,030 in provision expense from loans and $61 in provision expense from unfunded commitments, partially offset by a $1 recovery of provision expense from HTM securities.

Provision expense on loans during 2023 was impacted primarily by net loan charge-offs, which totaled $694 for the year. Net loan charge-offs came mostly from the consumer loan portfolio, which totaled $836, and required a corresponding increase to provision expense during 2024.

Provision expense on loans during 2023 was also impacted by increases in loan balances generally allocated for during 2023. The risk associated with an $86,851 increase in loans generated higher general reserves and a corresponding increase to provision expense.

Provision expense on loans during 2023 was further impacted by reserves associated with certain qualitative risk factors that incorporated a national trend of higher loan delinquencies and charge offs, particularly within commercial real estate and construction loans. This contributed to additional provision expense during the year ended 2023.

Credit loss expense during 2023 was also impacted by unfunded commitments on off-balance sheet liabilities. The Company re-evaluated its unfunded commitments to extend credit at December 31, 2023 and determined a reserve of $692 was required, which resulted in provision expense of $61 during the year ended 2023. The impact came mostly from the commercial real estate construction segment.

Credit loss expense during 2023 was further impacted by HTM debt securities. The Company re-evaluated its reserve for HTM debt securities at December 31, 2023 and determined a reserve of $2 was required, which resulted in a $1 recovery of provision expense during the year ended 2023.

Future provisions to the ACL will continue to be based on management’s quarterly in-depth evaluation that is discussed in further detail below under the caption “Critical Accounting Policies - Allowance for Credit Losses” within this Management’s Discussion and Analysis.

NONINTEREST INCOME

During 2024, total noninterest income increased $542, or 4.3%, as compared to 2023. The increase in noninterest revenue was primarily impacted by service charges on deposit accounts, which increased $339, or 12.6%, from 2023 to 2024. This was primarily from an increase in the volume of overdraft transactions during 2024.

management’s discussion and analysis of

financial condition and results of operations

Noninterest income was also impacted by a $108, or 2.2%, increase in debit and credit card income from 2023 to 2024. This was primarily due to an increase in the number of transactions during 2024.

Further impacting noninterest income were increases in both trust fee income and BOLI income, which increased $78, or 23.9%, and $69, or 8.0%, during 2024, respectively. Trust fees were impacted by higher quarterly trustee revenues, while BOLI earnings were positively impacted by an elevated rate environment and an increase in BOLI plan assets.

The Company’s remaining noninterest income categories decreased $52, or 1.3%, during the year ended 2024, as compared to 2023. This was in large part due to lower earnings from tax preparation fees and mortgage banking income.

NONINTEREST EXPENSE

Management continues to work diligently to minimize noninterest expense. For 2024, total noninterest expense increased $4,762, or 11.5%, as compared to 2023. The Company’s largest noninterest expense item, salaries and employee benefits, increased $4,391, or 18.8%, during 2024. The increase was largely the result of a voluntary severance package offered to employees meeting certain criteria during the fourth quarter of 2024. Based on the number of employees that accepted the severance package, the Company incurred an expense of $3,338. The early retirement program is expected to reduce salary and employee benefit expense on a go-forward basis. Higher salaries and employee benefit costs also came from annual performance-based merit increases and higher health insurance premiums from 2023 to 2024. Partially offsetting these increases were lower salary and employee benefit expenses related to the elimination of staffing for Race Day by April 2023. Race Day was officially closed in December 2023, which resulted in a $200 savings in salary and employee benefit expense.

The Company’s other noninterest expense activity increased $379, or 6.3%, during 2024. This was primarily due to increases in customer rewards for new accounts from the Company’s facilitation of the Sweet Home Ohio program. During the fourth quarter of 2024, the Company paid account bonuses totaling $496 to the new Sweet Home Ohio deposit customers. This increase was partially offset by decreases in various overhead expenses associated with Race Day resulting from the unwinding of business operations mentioned above.

Further impacting higher noninterest expense was data processing expense, which increased $285, or 10.2%, during 2024. Data processing costs were impacted by a higher transaction volume of debit cards which increased the associated processing costs of that platform. Higher costs also were associated with various enhancements to the Company’s digital banking platform.

Professional fees also increased $217, or 13.1%, during 2024, primarily from increases in director fees and general increases in legal and accounting fees.

Partially offsetting these increases was less software and marketing expenses during 2024. Software expense decreased $389, or 14.7%, from the year ended 2023. The decrease was largely from the closure of Race Day which had eliminated various processing platforms in 2023 that resulted in $404 of expense savings. Marketing expense decreased $190, or 18.8%, primarily due to a reduction in select marketing campaigns.

The remaining noninterest expense categories increased $69, or 1.8%, during the year-ended 2024, as compared to 2023. The increase came primarily from higher FDIC premium costs, which increased $79, or 13.9%, during the year ended 2024. The expense was mostly related to an increase in the Company’s assessment base during 2024 which was impacted by the growth in average assets.

management’s discussion and analysis of

financial condition and results of operations

The Company’s efficiency ratio is defined as noninterest expense as a percentage of fully tax-equivalent net interest income plus noninterest income. The effects from provision expense are excluded from the efficiency ratio. Management continues to place emphasis on managing its balance sheet mix and interest rate sensitivity as well as developing more innovative ways to generate noninterest revenue. During 2024, the Company benefited from an increase in earning asset yields due to previous market rate increases by the Federal Reserve, and a higher composition of higher-yielding loans. Average loans continued to grow, increasing 9.2% during 2024, having a positive impact to net interest income. Earnings also benefited from the $100,497 purchase of securities during the third quarter of 2024 due to the Company’s participation in the Ohio Homebuyer Plus program. However, the trend of increasing deposit rates, a deposit composition shift to higher-cost time deposit balances, and the increased use of higher-cost wholesale funding sources led to margin compression during 2024, which had a negative impact to net interest income. As the repricing effects from CD rates continues to subside, the net interest margin has continued to improve. However, contributions from noninterest income were limited to a 4.3% increase during 2024, while overhead expense increased 11.5% during 2024, in large part to the severance package expense. While management anticipates the expense savings from the early retirement package offering, the one-time severance expense of $3,338 in 2024 completely offset the net interest income growth in 2024. As a result, the Company’s efficiency number increased (regressed) from 69.82% at December 31, 2023, to 73.79% at December 31, 2024.

PROVISION FOR INCOME TAXES

The provision for income taxes during 2024 totaled $2,377, compared to $2,567 in 2023. The effective tax rate for 2024 was 17.8%, compared to 16.9% in 2023. The effective tax rate for 2023 was below 2024’s effective tax rate as a result of a lump sum adjustment that reduced costs associated with certain nondeductible retirement benefit plans during 2023, which lowered tax expense.

FINANCIAL CONDITION:

CASH AND CASH EQUIVALENTS

The Company’s cash and cash equivalents consist of cash, as well as interest- and noninterest- bearing balances due from other banks. The amounts of cash and cash equivalents fluctuate on a daily basis due to customer activity and liquidity needs. At December 31, 2024, cash and cash equivalents decreased $45,019 to $83,107, compared to $128,126 at December 31, 2023. The decrease in cash and cash equivalents came mostly from lower interest-bearing deposits on hand with correspondent banks. At December 31, 2024, the Company’s interest-bearing FRB clearing account represented over 80% of cash and cash equivalents. The Company utilizes its interest-bearing FRB clearing account to manage excess funds, as well as to assist in funding earning asset growth. During 2024, the growth in loans and securities exceeded the growth in deposits. As a result, the balance in the FRB clearing account decreased to cover the funding requirement. The interest rate paid on both the required and excess reserve balances of the FRB account is based on the targeted federal funds rate established by the Federal Open Market Committee (“FOMC”). During 2024, the rate associated with the Company’s FRB clearing account decreased 100 basis points due to actions taken by the FOMC to reduce the target federal funds rate to a range of 4.25% to 4.50%. The interest-bearing deposit balances in the FRB are 100% secured by the U.S. Government.

As liquidity levels continuously vary based on consumer activities, amounts of cash and cash equivalents can vary widely at any given point in time. The Company’s focus during periods of heightened liquidity will be to invest excess funds into longer-term, higher-yielding assets, primarily loans, when the opportunities arise. Further information regarding the Company’s liquidity can be found below under the caption “Liquidity” in this Management’s Discussion and Analysis.

management’s discussion and analysis of

financial condition and results of operations

SECURITIES

Management’s goal in structuring its investment securities portfolio is to maintain a prudent level of liquidity and to provide an acceptable rate of return without sacrificing asset quality. During 2024, the balance of total securities increased $104,925, or 61.6%, compared to year-end 2023. The increase was related to an increase of U.S. Government securities of $117,733. The growth in this portfolio sector was related to the Company participating in the Treasurer’s Ohio Homebuyer Plus program. As part of this program, the Treasurer deposited $100,000 at a subsidized interest rate in relation to qualifying deposit accounts opened under the terms of the program. Since the Treasurer deposits are classified as public funds, which are required to be collateralized, the Company invested the Treasurer’s funds in U.S. Government securities to be pledged as collateral to the Treasurer. The Company’s investment securities portfolio is now made up mostly of U.S. Government securities, representing 61.1% of total investments at December 31, 2024. During the year ended 2024, the Company utilized a portion of its proceeds from maturities and principal repayments of Agency mortgage-backed securities to fund additional purchases in U.S. Government securities. This reallocation of securities was based on the expected decrease in interest rates and the desire to limit the prepayment risk associated with mortgage-backed securities. This resulted in an $11,884, or 11.2%, decrease in Agency mortgage-backed securities.

Investment Portfolio Composition
at December 31, 2024	at December 31, 2023

During 2024, a decrease in long-term market rates led to a $1,212 increase in the fair value associated with the Company’s AFS securities at December 31, 2024. The fair value of an investment security moves inversely to interest rates, so as rates decreased, the fair value increased, causing the unrealized loss in the portfolio to decrease. These changes in rates are typical and do not impact earnings of the Company as long as the securities are held to full maturity.

management’s discussion and analysis of

financial condition and results of operations

SECURITIES<br><br> <br>Table III
	MATURING
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
As of December 31, 2024	Within<br><br> <br>One Year						After One but Within Five Years						After Five but Within Ten Years						After Ten Years
(dollars in thousands)	Amount			Yield			Amount			Yield			Amount			Yield			Amount			Yield
U.S. Government securities		$	103,074		4.40	%		$	64,956		3.50	%		$	----		----			$	----		----
U.S. Government sponsored entity securities			----		----				5,889		1.55	%			----		----				----		----
Obligations of states and political subdivisions			1,317		3.85	%			2,566		2.34	%			834		2.19	%			1,702		2.82	%
Agency mortgage-backed securities, residential			28		3.43	%			2,556		2.43	%			32,333		2.09	%			59,285		1.76	%
Total securities		$	104,419		4.39	%		$	75,967		3.28	%		$	33,167		2.09	%		$	60,987		1.79	%

Tax-equivalent adjustments of $29 have been made in calculating yields on obligations of states and political subdivisions using a 21% rate. Weighted average yields are calculated on the basis of the cost and effective yields weighted for the scheduled maturity of each security. Mortgage-backed securities, which have prepayment provisions, are assigned to a maturity category based on estimated average lives. Securities are shown at their fair values, which include the market value adjustments for AFS securities.

The Company’s focus will be to continue generating interest revenue primarily through loan growth, as loans generate the highest yields of total earning assets. Table III provides a summary of the securities portfolio by category and remaining contractual maturity. Issues classified as equity securities have no stated maturity date and are not included in Table III.

LOANS

In 2024, the Company’s primary category of earning assets and most significant source of interest income, total loans, increased $89,925, or 9.3%, to $1,061,825. The increase in loan balances came from real estate and commercial lending, which was partially reduced by consumer lending.

Management continues to place emphasis on its commercial lending, which generally yields a higher return on investment as compared to other types of loans. The commercial lending segment increased $51,235, or 10.7%, from year-end 2023, which came mostly from commercial real estate loans. The commercial real estate loan segment comprised 35.1% of the Company’s total loan portfolio at December 31, 2024. Commercial real estate consists of owner-occupied, nonowner-occupied and construction loans. Owner-occupied loans consist of nonfarm, nonresidential properties. A commercial owner-occupied loan is a borrower purchased building or space for which the repayment of principal is dependent upon cash flows from the ongoing operations conducted by the party, or an affiliate of the party, who owns the property. Owner-occupied loans of the Company include loans secured by hospitals, churches, and hardware and convenience stores. Nonowner-occupied loans are property loans for which the repayment of principal is dependent upon rental income associated with the property or the subsequent sale of the property, such as apartment buildings, condominiums, hotels, and motels. These loans are primarily impacted by the level of interest rates associated with the debt and to local economic conditions, which dictate occupancy rates and the amount of rent charged. The increase in debt service due to higher interest rates may not be able to be passed on to tenants. As part of the origination process, loan interest rates and occupancy rates are stressed to determine the impact on the borrower’s ability to maintain adequate debt service under different economic conditions. Furthermore, the Company monitors the concentration in any one industry and has established limits relative to capital. In addition, credit quality trends are monitored by industry to determine if a change in the risk exposure to a certain industry may warrant a change in our underwriting standards. Table IV has been provided to illustrate the industry composition of the commercial real estate portfolio. Commercial construction loans are extended to individuals as well as corporations for the construction of an individual property or multiple properties and are secured by raw land and the subsequent improvements. Commercial real estate also includes loan participations with other banks outside the Company’s primary market area. Although the Company is not actively seeking to participate in loans originated outside its primary market area, it has taken advantage of the relationships it has with certain lenders in those areas where the Company believes it can profitably participate with an acceptable level of risk. Commercial real estate loans totaled $372,987 at December 31, 2024, an increase of $50,093, or 15.5%, over the balance of commercial real estate loans at year-end 2023. Most of this growth came from larger originations from nonowner-occupied loans, with balances increasing $28,646, or 16.1%, from year-end 2023. Also, contributing to growth was the construction loan portfolio, which increased $17,332, or 27.8%, from year-end 2023. Lastly, the owner-occupied commercial loan portfolio increased $4,115, or 5.0%, from year-end 2023.

management’s discussion and analysis of

financial condition and results of operations

Commercial loans were also positively impacted by growth in commercial and industrial loans. Commercial and industrial loans consist of loans to corporate borrowers primarily in small to mid-sized industrial and commercial companies that include service, retail, and wholesale merchants. Collateral securing these loans includes equipment, inventory, and stock. During 2024, the commercial and industrial loan portfolio increased $1,142 from year-end 2023.

Generating residential real estate loans remains a significant focus of the Company’s lending efforts. The residential real estate loan portfolio segment represented 35.2% of the Company’s overall loan portfolio in 2024, consists primarily of one- to four-family residential mortgages, and carries many of the same customer and industry risks as the commercial loan portfolio. During 2024, mortgage rates remained elevated, which provided the Company with less opportunities to originate and sell long-term fixed-rate residential mortgages to the Federal Home Loan Mortgage Corporation. Due to the elevated mortgage rates, mortgage customers were selecting more in-house variable rate mortgage products than long-term fixed rate products, which enhanced the growth in the portfolio. As a result, residential real estate loans increased $54,030, or 16.9%, during 2024 as compared to year-end 2023. This was led by a higher loan volume of short-term adjustable-rate loans (up $38,124) and long-term fixed-rate loans (up $12,360) at year-end 2024.

Loan Portfolio Composition
at December 31, 2024	at December 31, 2023

management’s discussion and analysis of

financial condition and results of operations

The Company’s loan balances were impacted by a decrease in the consumer loan portfolio, which was down $15,340, or 8.9%, from year-end 2023. The Company’s consumer loans are primarily secured by automobiles, mobile homes, recreational vehicles, and other personal property. Personal loans and unsecured credit card receivables are also included as consumer loans. Leading the decline in consumer loans was a decrease in auto loans of $11,215, or 18.2%, and a decrease in other consumer loans of $10,705, or 14.3%, from year-end 2023. The decrease in these portfolio segments is consistent with the Company’s strategy to deemphasize consumer loans in 2024 as other loan portfolio segments are more profitable. In line with its decision to deemphasize consumer loans, the Company exited the indirect lending business for automobiles and recreational vehicles effective October 11, 2024. As a result, these portfolio segments are expected to decrease going forward. Partially offsetting the decrease in these portfolios was the $6,580, or 18.3%, increase in home equity lines of credit. The growth was related to the Company’s home equity line product with no closing costs that was introduced in 2022.

While management believes lending opportunities exist in the Company’s markets, future commercial lending activities will depend upon economic and related conditions, such as general demand for loans in the Company’s primary markets, interest rates offered by the Company, and the effects of competitive pressure and normal underwriting considerations. Management will continue to place emphasis on its commercial lending, which generally yields a higher return on investment as compared to other types of loans.

COMMERCIAL REAL ESTATE BY INDUSTRY<br><br> <br>As of December 31, 2024<br><br> <br>Table IV<br><br> <br><br><br> <br>The following table provides the composition of commercial real estate loans by industry classification (as defined by the North American Industry Classification System).
(dollars in thousands)
---	---	---	---	---	---
	Amount		% of Total
Real Estate Rental and Leasing	$	172,157		46.16	%
Accommodation and Food Services		65,263		17.50	%
Retail Trade		28,438		7.62	%
Health Care and Social Assistance		23,846		6.39	%
Manufacturing		19,437		5.21	%
Construction		16,158		4.33	%
All Other		47,688		12.79	%
Total	$	372,987		100.00	%

management’s discussion and analysis of

financial condition and results of operations

MATURITY AND REPRICING DATA OF LOANS

As of December 31, 2024

Table V

(dollars in thousands)
	Within One Year		After One<br><br> <br>but Within<br><br> <br>Five Years		After Five<br><br> <br>but Within<br><br> <br>Fifteen Years		After<br><br> <br>Fifteen Years		Total
Residential real estate loans	$	107,754	$	214,385	$	48,061	$	3,334	$	373,534
Commercial real estate loans		114,391		227,267		30,511		818		372,987
Commercial and industrial loans		55,012		40,671		32,510		30,247		158,440
Consumer loans ^(1)^		70,930		69,195		16,723		16		156,864
Total loans	$	348,087	$	551,518	$	127,805	$	34,415	$	1,061,825
Loans maturing or repricing after one year with:	Variable Interest<br><br> <br>Rates		Fixed Interest Rates		Total
---	---	---	---	---	---	---
Residential real estate loans	$	222,715	$	43,065	$	265,780
Commercial real estate loans		216,081		42,515		258,596
Commercial and industrial loans		16,571		86,857		103,428
Consumer loans ^(1)^		30		85,904		85,934
Total loans	$	455,397	$	258,341	$	713,738

(1) Includes automobile, home equity and other consumer loans.

The Company will continue to sell a portion of its long-term fixed-rate loans to the secondary market even though there is no significant demand for such loans under the current rate environment. Furthermore, the Company will continue to monitor the pace of its loan volume and will remain consistent in its approach to sound underwriting practices with a focus on asset quality.

ALLOWANCE FOR CREDIT LOSSES

Tables VI and VII have been provided to enhance the understanding of the loan portfolio and the ACL. The Company maintains an ACL that represents management’s best estimate of the appropriate level of losses and risks inherent in our applicable financial assets under the CECL model. The amount of the ACL should not be interpreted as an indication that charge-offs in future periods will necessarily occur in those amounts, or at all. The determination of the ACL involves a high degree of judgement and subjectivity. Please refer to Note A – Summary of Significant Accounting Policies of the notes to the financial statements for discussion regarding our ACL methodologies for securities and loans.

For AFS debt securities, the Company evaluates the securities at each measurement date to determine whether the decline in the fair value below the amortized costs basis is due to credit-related factors or noncredit-related factors. Upon adoption of ASC 326 on January 1, 2023, and as of December 31, 2024, the Company determined that all AFS securities that experienced a decline in fair value below the amortized cost basis were due to non-credit related factors. Therefore, no ACL was recorded, and no provision expense was recognized during the year ended December 31, 2024.

management’s discussion and analysis of

financial condition and results of operations

For held to maturity (“HTM”) debt securities, the Company evaluates the securities collectively by major security type at each measurement date to determine expected credit losses based on issuer’s bond rating, historical loss, financial condition, and timely principal and interest payments. At December 31, 2024, the ACL for HTM debt securities was $1 based on a .02% cumulative default rate taken from the S&P and Moody’s bond rating index. This compares to an ACL of $2 at December 31, 2023.

For loans, the Company’s ACL is management’s estimate of expected lifetime credit losses, measured over the contractual life of a loan, that considers historical loss experience, current conditions, and forecasts of future economic conditions. The ACL on loans is established through a provision for credit losses recognized in earnings. The ACL on loans is reduced by charge-offs on loans and is increased by recoveries of amounts previously charged off. Management employs a process and methodology to estimate the ACL on loans that evaluates both quantitative and qualitative factors within two main components. The first component involves pooling loans into portfolio segments for loans that share similar risk characteristics. The second component involves individually analyzed loans that do no share similar risk characteristics with loans that are pooled into portfolio segments. The ACL for loans with similar risk characteristics are collectively evaluated for expected credit losses based on certain quantitative information that include historical loss rates, prepayment rates, and curtailment rates. Expected credit losses on loans with similar characteristics are also determined by certain qualitative factors that include national unemployment rates, national gross domestic product forecasts, changes in lending policy, quality of loan review, and delinquency status. The ACL for loans that do not share similar risk characteristics are individually evaluated for expected credit losses primarily based on foreclosure status and whether a loan is collateral-dependent. Expected credit losses on individually evaluated loans are then determined using the present value of expected future cash flows based upon the loan’s original effective interest rate, at the loan’s observable market price, or if the loan was collateral dependent, at the fair value of the collateral.

As of December 31, 2024, the ACL for loans totaled $10,088, or 0.95%, of total loans. As of December 31, 2023, the ACL for loans totaled $8,767, or 0.90%, of total loans. The increase in the ACL was mostly impacted by additional reserves associated with certain qualitative risk factors and by higher expected loss rates in relation to a worsened unemployment and gross domestic product forecast. In addition, the ACL reserve balance was impacted by an $87,798 increase in collectively evaluated loan balances during 2024, primarily from the real estate and commercial real estate loan segments.

The Company experienced higher delinquency levels from year-end 2023. Nonperforming loans to total loans increased to 0.46% at December 31, 2024, compared to 0.26% at December 31, 2023, and nonperforming assets to total assets increased to 0.33% at December 31, 2024, compared to 0.19% at December 31, 2023.

During 2024, the Company individually evaluated several loans for expected credit loss. The fair value of the loans’ collateral was measured to the loans’ recorded investment and no expected losses were identified as part of that review. As a result, there were no specific reserves recorded as of December 31, 2024. In addition, there were no specific reserves recorded as of December 31, 2023.

Management believes that the ACL at December 31, 2024, was appropriate to absorb expected losses in the loan portfolio. Changes in the circumstances of particular borrowers, as well as adverse developments in the economy, are factors that could change, and management will make adjustments to the ACL as needed. Asset quality will continue to remain a key focus of the Company as management continues to stress not just loan growth, but quality in loan underwriting.

management’s discussion and analysis of

financial condition and results of operations

ALLOCATION OF THE ALLOWANCE FOR CREDIT LOSSES

Table VI

(dollars in thousands)
	Years Ended December 31
	2024			2023
Residential real estate loans	$	2,684		$	2.213
Percentage of loans to total loans		35.18	%		32.87	%
Percentage of net charge-offs to average loans		-.01	%		.02	%
Commercial real estate loans		3,653			3,047
Percentage of loans to total loans		35.13	%		33.22	%
Percentage of net charge-offs to average loans		-.01	%		-.01	%
Commercial and industrial loans		1,536			1,275
Percentage of loans to total loans		14.92	%		16.18	%
Percentage of net charge-offs to average loans		-.16	%		-.12	%
Consumer loans ^(1)^		2,215			2,232
Percentage of loans to total loans		14.77	%		17.72	%
Percentage of net charge-offs to average loans		.96	%		.51	%
Allowance for credit losses	$	10,088		$	8,767
Total loans percentage		100.00	%		100.00	%
Net charge-offs to average loans		.12	%		.07	%

The above allocation is based on estimates and subjective judgments and is not necessarily indicative of the specific amounts or loan categories in which losses may ultimately occur.

(1) Includes automobile, home equity and other consumer loans.

CREDIT RATIOS

Table VII

(dollars in thousands)
	Years Ended December 31
	2024			2023
Loans	$	1,061,825		$	971,900
Allowance for credit losses		10,088			8,767
Past due 90 days or more and still accruing		116			119
Nonaccrual		4,817			2,392
Allowance for credit losses to total loans		.95	%		.90	%
Nonaccrual loans to total loans		.45	%		.25	%
Allowance for credit losses to nonaccrual loans		209.42	%		366.51	%

Management formally considers placing a loan on nonaccrual status when collection of principal or interest has become doubtful. Furthermore, generally, a loan is not returned to accrual status unless either all delinquent principal or interest has been brought current or the loan becomes well secured and is in the process of collection.

management’s discussion and analysis of

financial condition and results of operations

DEPOSITS

Deposits are used as part of the Company’s liquidity management strategy to meet obligations for depositor withdrawals, to fund the borrowing needs of loan customers, and to fund ongoing operations. Deposits, both interest- and noninterest-bearing, continue to be the most significant source of funds used by the Company to support earning assets. Deposits are attractive sources of funding because of their stability and general low cost as compared to other funding sources. The Company seeks to maintain a proper balance of core deposit relationships on hand while also utilizing various wholesale deposit sources, such as brokered and internet CD balances, as an alternative funding source to manage efficiently the net interest margin. Deposits are influenced by changes in interest rates, economic conditions, and competition from other banks.

Total deposits consist mostly of “core” deposits, which include noninterest-bearing deposits, as well as interest-bearing demand, savings, and money market deposits. The Bank focuses on core deposit relationships with consumers from local markets who can maintain multiple accounts and services at the Bank. The Company believes such core deposits are more stable and less sensitive to changing interest rates and other economic factors. Total deposits increased $148,042, or 13.1%, from year-end 2023 to $1,275,178 at December 31, 2024. The increase was largely related to higher interest-bearing deposit balances, which were up $147,881, or 18.4%, from year-end 2023.

Composition of Total Deposits
at December 31,2024	at December 31,2023

The increase in interest-bearing deposits came primarily from NOW, money market and time deposits, which include CDs and individual retirement accounts. NOW accounts increased $102,519 from year-end 2023. This increase was primarily related to the funds deposited by the Treasurer in relation to the Company’s participation in the Ohio Homebuyer Plus program, which totaled $97 million at December 31, 2024. The Treasurer’s deposit balance is subject to the participating customers’ account being open. As the accounts close, which the account must be used within five years of the opening date, the Treasurer will withdraw $100 per account. Furthermore, the balance of the customers’ accounts participating in the Ohio Homebuyer program totaled $6,775 at December 31, 2024. Money market accounts increased $31,718 from year-end 2023. This increase was related to the continued growth in the new tiered money market product that was introduced in January 2023 (Money Fund) that offered higher rates on tiered deposit balances. Total time deposits increased $14,765, or 3.9%, from year-end 2023. This increase came from the Company’s retail time deposits, which increased $31,876, or 10.4%, from year-end 2023. During 2024, the Company targeted growth in retail CDs to assist in funding loan growth and replace maturing wholesale CDs, which are brokered and internet CDs. The balance of wholesale CDs decreased $16,544 during 2024 to end at $61,004 at year-end 2024. While the Company’s preference is to fund earning asset demand with retail core deposits, wholesale deposits are utilized to help satisfy earning asset growth. The Company will continue to evaluate its use of wholesale deposits to manage the Company’s liquidity position and interest rate risk associated with longer-term, fixed-rate asset loan demand.

management’s discussion and analysis of

financial condition and results of operations

The Company’s noninterest-bearing balances at year-end 2024 remained stable when compared to year-end 2023 and represented 25.3% of total deposits. The stability of consumer and business checking accounts is important as these type of accounts are typically considered the foundation of the customers’ relationship with the bank.

The Company expects to continue to experience increased competition for deposits in its market areas, which could challenge its net growth. The Company will continue to emphasize growth and retention within its core deposit relationships during 2025, reflecting the Company’s efforts to reduce its reliance on higher cost funding and improving net interest income.

OTHER BORROWED FUNDS

The Company also accesses other funding sources, including short-term and long-term borrowings, to fund potential asset growth and satisfy short-term liquidity needs. Other borrowed funds consist primarily of FHLB advances and promissory notes. During 2024, other borrowed funds decreased from $44,593 at year-end 2023 to $39,740, a decrease of $4,853. The decrease was related to the scheduled principal amortization for applicable FHLB advances. While deposits continue to be the primary source of funding for growth in earning assets, management will continue to utilize FHLB advances and promissory notes to help manage interest rate sensitivity and liquidity.

SUBORDINATED DEBENTURES

The Company received proceeds from the issuance of one trust preferred security on March 22, 2007, totaling $8,500 at a fixed rate of 6.58%. The trust preferred security is now at an adjustable rate equal to the 3-month CME Term SOFR index plus a spread adjustment of 0.26% and a margin of 1.68%. The Company does not report the securities issued by the trust as a liability, but instead, reports as a liability the subordinated debenture issued by the Company and held by the trust.

OFF-BALANCE SHEET ARRANGEMENTS

As discussed in Notes I and L to the financial statements at December 31, 2024 and 2023, the Company engages in certain off-balance sheet credit-related activities, including commitments to extend credit and standby letters of credit, which could require the Company to make cash payments in the event that specified future events occur. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Standby letters of credit are conditional commitments to guarantee the performance of a customer to a third party. While these commitments are necessary to meet the financing needs of the Company’s customers, many of these commitments are expected to expire without being drawn upon. Therefore, the total amount of commitments does not necessarily represent future cash requirements. Management does not anticipate that the Company’s current off-balance sheet activities will have a material impact on the results of operations or financial condition. The Bank estimates expected credit losses over the contractual period in which the Bank is exposed to credit risk via a contractual obligation to extend credit. At December 31, 2024, the estimated ACL related to off-balance sheet commitments was $582, which included the release of $110 in provision expense during the year ended December 31, 2024. The Bank uses the same credit policies in making commitments and conditional obligations as it does for instruments recorded on the balance sheet.

management’s discussion and analysis of

financial condition and results of operations

CAPITAL RESOURCES

Federal regulators have classified and defined capital into the following components: (i) Tier 1 capital, which includes tangible shareholders’ equity for common stock, qualifying preferred stock and certain qualifying hybrid instruments, and (ii) Tier 2 capital, which includes a portion of the allowance for credit losses, certain qualifying long-term debt, preferred stock and hybrid instruments which do not qualify as Tier 1 capital.

In September 2019, consistent with Section 201 of the Economic Growth, Regulatory Relief, and Consumer Protection Act, the federal banking agencies issued a final rule providing simplified capital requirements for certain community banking organizations (banks and holding companies). Under the rule, a qualifying community banking organization (“QCBO”) is eligible to opt into the Community Bank Leverage Ratio (“CBLR”) framework in lieu of the Basel III capital requirements if it has less than $10 billion in total consolidated assets, limited amounts of certain trading assets and liabilities, limited amounts of off-balance sheet exposure and a leverage ratio greater than 9.0%. The new rule took effect January 1, 2020, and QCBOs were allowed to opt into the new CBLR framework in their Call Report beginning the first quarter of 2020.

A QCBO opting into the CBLR framework must maintain a CBLR of 9.0%, subject to a two quarter grace period to come back into compliance, provided that the QCBO maintains a leverage ratio of more than 8.0% during the grace period. A QCBO failing to satisfy these requirements must comply with the existing Basel III capital requirements as implemented by the banking regulators in July 2013.

The Bank opted into the CBLR, and therefore, is not required to comply with the Basel III capital requirements. The numerator of the CBLR is Tier 1 capital, as calculated under present rules. The denominator of the CBLR is the QCBO’s average assets, calculated in accordance with the QCBO’s Call Report instructions and less assets deducted from Tier 1 capital. The current rules and Call Report instructions were impacted by the Company’s adoption of ASC 326 and its election to apply the 3-year CECL transition provision on January 1, 2023. By making this election, the Bank, in accordance with Section 301 of the regulatory capital rules, will increase it retained earnings (Tier 1 Capital) and average assets by 75% of its CECL transition amount during the first year of the transition period, 50% of its CECL transition amount during the second year, and 25% of its CECL transitional amount during the third year of the transition period. The Bank’s transition amount from the adoption of CECL totaled $2,276, which resulted in the add-back of $1,138 to both Tier 1 capital and average assets as part of the CBLR calculation for December 31, 2024. As of December 31, 2024, the Bank’s CBLR was 9.9%.

As detailed in Note P to the financial statements, at December 31, 2024, the Bank was deemed to be “well capitalized” under applicable prompt corrective action regulations. The Company’s total shareholders’ equity at December 31, 2024 of $150,328 increased $6,321, or 4.4%, as compared to $144,007 at December 31, 2023. Capital grew during 2024 primarily from year-to-date net income of $10,999, less dividends paid of $4,177. This net growth was further impacted by a $944 after-tax increase in net unrealized gains on AFS securities from year-end 2023. During 2024, long-term market rates decreased, which caused an increase in the fair value of the Company’s available for sale investment portfolio. Lastly, the Company issued $500 in common shares to the ESOP plan. Partially offsetting these growth factors was the purchase of $1,945 in common shares during 2024 under the announced stock buyback plan. At December 31, 2024, the cumulative amount of common shares purchased under the plan totaled $2,967 of the $5,000 permitted.

management’s discussion and analysis of

financial condition and results of operations

LIQUIDITY

Liquidity relates to the Company’s ability to meet the cash demands and credit needs of its customers and is provided by the ability to readily convert assets to cash and raise funds in the marketplace. The Company manages funding and liquidity based on point-in-time metrics as well as forward-looking projections, which incorporate different sources and uses of funds under base and stress scenarios. Liquidity risk is monitored and managed by the Asset Liability Committee using a series of policy limits and key risk indicators are established to ensure risks are managed within the Company’s risk tolerance. The Company maintains a contingency funding plan that provides for liquidity stress testing, which assesses the liquidity needs under varying market conditions, time horizons and other events. The stress testing provides for ongoing monitoring of unused borrowing capacity and available sources of contingent liquidity to prepare for unexpected liquidity needs and to cover unanticipated events that could affect liquidity.

Total cash and cash equivalents, HTM securities maturing within one year, and AFS securities, which totaled $352,563, represented 23.5% of total assets at December 31, 2024 compared to $290,781 and 21.5% of total assets at December 31, 2023. This growth in liquid funds came primarily from the $104,925 increase in securities in relation to the implementation of the Ohio Homebuyer Plus program. The growth in securities was partially offset by the $45,019 decrease in cash and cash equivalents, which was utilized to fund growth in earning assets.

In addition to the on-balance sheet liquidity discussed above, the Bank has established multiple sources of funding to further enhance the Bank’s ability to meet liquidity demands. The Bank has pledged collateral to the FHLB and the FRB to establish committed borrowing lines. At December 31, 2024, the Bank could borrow an additional $87,635 from the FHLB and the borrowing line with the FRB had availability of $54,156. For each of these sources, the Bank has established an internal limit of 85% of our borrowing capacity. In addition to the committed borrowing lines, the Bank has access to several wholesale funding sources, such as, brokered CDs, a $25 million federal funds purchase limit with two correspondent banks, and the ability to bid on available funds from select deposit placement services. The Bank has established limits for each respective funding source and a collective limit on all wholesale funding sources. The Bank’s internal limit on brokered CDs is 10% of total assets. At December 31, 2024, the amount of brokered CDs outstanding was 3.25% of total assets, a decrease from 4.86% at December 31, 2023. At December 31, 2024, the Bank had utilized 52.21% of our FHLB capacity, an increase from 51.74% at December 31, 2023. The collective internal limit on all wholesale funding sources is 40% of total assets. At December 31, 2024, the Bank’s total wholesale funding sources represented 11.62% of total assets, a decrease from 14.02% at December 31, 2023. Based on the collective internal wholesale funding limit, the Bank had the capacity to borrow an additional $422 million in wholesale funds and the available funding from the respective wholesale funding sources exceeded this amount, which provides the flexibility to utilize one source more than another due to pricing or availability.

As part of performing liquidity stress tests, the Bank monitors and evaluates the exposure to uninsured deposits. Of the Company’s $1,275,178 in total deposit balances at December 31, 2024, only 39.6%, or $504,903, were deemed uninsured as per the $250 FDIC threshold. A portion of these deposits were related to public entities, which require the Bank to pledge securities or FHLB letters of credit to cover the amount of the deposit balance that is deemed uninsured. To the extent these deposits left the Bank, the level of unpledged securities and the borrowing capacity at the FHLB would increase or could be utilized to fund the deposit outflow. The sum of current on-balance sheet liquidity and available wholesale funding sources exceeded the balance of uninsured deposits at December 31, 2024. Included in on-balance sheet liquidity are AFS securities in an unrealized loss position. Although management does not intend to sell the securities before the recovery of its cost basis, they are a contingent resource from a liquidity perspective.

management’s discussion and analysis of

financial condition and results of operations

KEY RATIOS<br><br> <br>Table VIII
	2024			2023			2022			2021			2020
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Return on average assets		.77	%		.99	%		1.06	%		.95	%		.94	%
Return on average equity		7.50	%		9.24	%		9.86	%		8.45	%		7.83	%
Dividend payout ratio		37.98	%		38.56	%		35.39	%		34.25	%		39.20	%
Average equity to average assets		10.29	%		10.72	%		10.78	%		11.25	%		11.95	%

As our liquidity position dictates, the preceding funding sources may be utilized to supplement our liquidity position. If the utilization of wholesale funding increases to fund asset growth or for liquidity management purposes, the net interest margin may be negatively impacted due to the higher relative cost of these sources as compared to core deposits. For further cash flow information, see the consolidated statement of cash flows. Management does not rely on any single source of liquidity and monitors the level of liquidity based on many factors affecting the Company’s financial condition.

INFLATION

Consolidated financial data included herein has been prepared in accordance with US GAAP. Presently, US GAAP requires the Company to measure financial position and operating results in terms of historical dollars with the exception of securities AFS, which are carried at fair value. Changes in the relative value of money due to inflation or deflation are generally not considered.

In management’s opinion, changes in interest rates affect the financial institution to a far greater degree than changes in the inflation rate. While interest rates are greatly influenced by changes in the inflation rate, they do not change at the same rate or in the same manner as the inflation rate. Rather, interest rate volatility is based on changes in the expected rate of inflation, as well as monetary and fiscal policies. A financial institution’s ability to be relatively unaffected by changes in interest rates is a good indicator of its capability to perform in today’s volatile economic environment. The Company seeks to insulate itself from interest rate volatility by ensuring that rate sensitive assets and rate sensitive liabilities respond to changes in interest rates in a similar time frame and to a similar degree.

CRITICAL ACCOUNTING ESTIMATES

The Company believes the determination of the ACL involves a higher degree of judgment and complexity than its other significant accounting estimates. The ACL is calculated with the objective of maintaining a reserve level believed by management to be sufficient to absorb estimated credit losses over the life of an asset or off-balance sheet credit exposure. Management’s determination of the adequacy of the ACL is based on periodic evaluations of past events, including historical credit loss experience on financial assets with similar risk characteristics, current conditions, and reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the contractual term of the financial assets. However, this evaluation has subjective components requiring material estimates, including expected default probabilities, the expected loss given default, the amounts and timing of expected future cash flows on individually evaluated loans, and estimated losses based on historical loss experience and forecasted economic conditions. All of these factors may be susceptible to significant change. To the extent that actual results differ from management estimates, additional provisions for credit losses may be required that would adversely impact earnings in future periods. Refer to “Allowance for Credit Losses” and “Provision for Credit Losses” sections within this MD&A for additional discussion.

management’s discussion and analysis of

financial condition and results of operations

CONCENTRATIONS OF CREDIT RISK

The Company maintains a diversified credit portfolio, with residential real estate loans currently comprising the most significant portion. Credit risk is primarily subject to loans made to businesses and individuals in southeastern Ohio and western West Virginia. Management believes this risk to be general in nature, as there are no material concentrations of loans to any industry or consumer group. To the extent possible, the Company diversifies its loan portfolio to limit credit risk by avoiding industry concentrations.

Exhibit 19

Insider Trading Policy

GENERAL INFORMATION

The securities laws and regulations enforced and promulgated by the Securities and Exchange Commission (the "SEC"), which are applicable to the common shares of Ohio Valley Banc Corp. (the "Company"), seek to ensure that all buyers and sellers of securities have the same amount of information regarding such securities by establishing strict anti-fraud standards, including the prohibition of "insider trading." "Insider trading" is the term used to refer to trading (buying or selling) securities while in possession of "material" information that is not available to the general public. Because the principal business of the Company is owning the stock of The Ohio Valley Bank Company (the "Bank") and its other subsidiaries, the market price of the common shares of the Company ("Company Stock") is significantly dependent upon the operations and affairs of its subsidiaries. As a result, the market price of Company Stock is affected not only by the existence of willing buyers and sellers, but also by the nature and extent of information available about the Company and its subsidiaries. Due to the relationship between the Company and its subsidiaries, the directors, officers and employees of the subsidiaries may have (or may be deemed to have) material non-public information about the Company.

POLICY STATEMENTS

Persons Subject to the Policy

This Policy applies to all officers of the Company and its subsidiaries, all members of the Company's Board of Directors, and all employees of the Company and its subsidiaries. The Company may also determine that other persons should be subject to this Policy, such as contractors or consultants who have access to material non-public information.

This Policy also applies to your family members who reside with you (including a spouse, a child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws), anyone else who lives in your household, and any family members who do not live in your household but whose transactions in Company Stock are directed by you or are subject to your influence or control, such as parents or children who consult with you before they trade in Company Stock (collectively referred to as "Family Members"). You are responsible for the transactions of these other persons and therefore should make them aware of the need to confer with you before they trade in Company Stock, and you should treat all such transactions for the purposes of this Policy and applicable securities laws as if the transactions were for your own account. This Policy does not, however, apply to personal securities transactions of Family Members where the purchase of sale decision is made by a third party not controlled by, influenced by, or related to you or your Family Members.

In addition, this Policy applies to any entities that you influence or control, including any corporations, partnerships, or trusts (collectively referred to as "Controlled Entities"), and transactions by these Controlled Entities should be treated for the purposes of this Policy and applicable securities laws as if they were for your own account.

Individual Responsibility

Persons subject to this policy have ethical and legal obligations to maintain the confidentiality of information about the Company and to not engage in transactions in Company Stock while in possession of material non-public information. Persons subject to this Policy must not engage in illegal trading and must avoid the appearance of improper trading. Each individual is responsible for making sure that he or she complies with this Policy, and that any Family Member or Controlled Entities also comply with this Policy. In all cases, the responsibility for determining whether an individual is in possession of material non-public information rests with that individual, and any action on the part of the Company or any other employee or director pursuant to this Policy (or otherwise) does not in any way constitute legal advice or insulate an individual from liability under applicable securities laws. You could be subject to severe legal penalties and disciplinary action by the Company for any conduct prohibited by this Policy or applicable securities laws, as described below in more detail under the heading "Consequences of Violations."

Material Information Defined

Information is considered "material" if a reasonable investor would consider that information important in making a decision to buy, hold or sell securities. Any information that could be expected to affect a company's stock price, whether it is positive or negative, should be considered material. There is no bright-line standard for assessing materiality; rather, materiality is based on an assessment of all of the facts and circumstances and is often evaluated by enforcement authorities with the benefit of hindsight. While it is not possible to define all categories of material information, some examples of information that ordinarily would be regarded as material are:

•	Projections of future earnings or losses, or other earnings guidance;
•	Changes to previously announced earnings guidance, or the decision to suspend earnings guidance;
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•	A pending or proposed merger, acquisition, joint venture, or tender offer;
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•	A pending or proposed acquisition or disposition of a significant asset;
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•	Significant related party transactions;
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•	A change in dividend policy, the declaration of a stock split, or an offering of additional securities;
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•	Bank borrowings or other financing transactions out of the ordinary course;
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•	The establishment of a repurchase program for Company Stock;
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•	A change in management;
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•	A change in auditors or notification that the auditor's reports may no longer be relied upon;
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•	Pending or threatened significant litigation, or the resolution of such litigation;
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•	Impending bankruptcy or the existence of severe liquidity problems;
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•	A cybersecurity incident, including, but not limited to, a breach of our information systems; a discovered vulnerability of our<br> information systems; an accidental release of confidential information; a disruption of our system due to malware, ransomware or a distributed denial-of-service attack; or a cyber-incident suffered by a third party that affects the Company;<br> or
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•	The imposition of an event-specific restriction on trading in Company Stock or the securities of another company.
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Even after initial public disclosure of material information, further developments may give rise to additional non-public material information requiring you to refrain from activities in Company Stock. If in doubt about whether information of which you are aware is material or whether all material information of which you are aware has been made public, you should ask Larry Miller or Tom Shepherd.

When Information is Considered Public

Information that has not been disclosed to the public is generally considered to be non-public information. In order to establish that the information has been disclosed to the public, it may be necessary to demonstrate that the information has been widely disseminated. Information generally would be considered widely disseminated if it has been disclosed through the Dow Jones "broad tape," newswire services, a broadcast on widely-available radio or television programs, publication in a widely-available newspaper, magazine or news website, or public disclosure documents filed with the SEC that are available on the SEC's website. By contrast, information would likely not be considered widely disseminated if it is available only to the Company's employees, or if it is only available to a select group of analysts, brokers and institutional investors.

Once information is widely disseminated, it is still necessary to provide the investing public with sufficient time to absorb the information. As a general rule, information should not be considered fully absorbed by the marketplace until after the

  second business day after the day on which the information is released. If, for example, the Company were to make an announcement on a Monday, you should not trade in Company Stock until Thursday. Depending on the particular circumstances, the
  Company may determine that a longer or shorter period should apply to the release of specific material non-public information.

You May Not Act on Material Non-Public Information

If a director, an officer or an employee of the Company or any of its subsidiaries has material non-public information pertaining to the Company or any of its subsidiaries, that person is prohibited from buying, selling or pledging Company Stock or engaging in any other transaction or action to take advantage of that information, including activities described herein with respect to the dividend reinvestment plan.

While in possession of material non-public information, no director, officer or employee of the Company or any of its subsidiaries may pass that information on to any other person.

Whether the information is proprietary information about the Company or a subsidiary or other non-public information that could have an impact on the price of Company Stock, employees, officers and directors must not pass the information on to others. Please remember that information received in your capacity as a director, officer or employee of the Company or a subsidiary is confidential. Penalties for "tipping" information apply whether or not you derive any benefit from another's actions.

You should not discuss non-public Company information with the press, analysts or other persons outside the Company and the Bank. Public announcements or other public disclosure of Company or subsidiary information may only be made by persons specifically authorized by the Company to make such announcements or disclosures. If you receive inquiries by any third party about Company information, you should notify the Senior Vice President of Corporate Communications.

Your participation in social media or other on-line dialogues or discussions involving the Company, its subsidiaries, the business of the Company or its subsidiaries, or Company Stock should be conducted in accordance with the Bank's Social Media Policy and Guidelines, as amended from time to time, or unless you are the Chairman, CEO, President, or Senior Vice President of Corporate Communications of the Company or the Bank or are permitted by one of such individuals to make a specific communication in such manner. The Social Media Policy and Guidelines shall be deemed to cover information disclosed or statements made about the Company as well as the Bank.

Transactions Subject to the Policy

This Policy applies to transactions in the Company's securities, including Company Stock, options to purchase Company Stock, or any other type of securities that the Company may issue. The restriction on insider trading is not limited to trading in Company Stock. It also includes trading in the securities of other firms, such as those with which the Company may be negotiating a significant transaction, with respect to which a person may have knowledge.

The Company has determined that there is a heightened legal risk and/or the appearance of improper or inappropriate conduct if the persons subject to this Policy engage in certain types of transactions. It therefore is the Company's policy that any persons covered by this Policy may not engage in any of the following transactions, or should otherwise consider the Company's preferences as described below:

•	Short-Term<br> Trading. Short-term trading of Company Stock may be distracting to the person and may unduly focus the person on the Company's short-term stock market performance instead of the Company's long-term business objectives. For<br> these reasons, any director, officer, or other employee of the Company who purchases Company Stock in the open market may not sell any Company Stock of the same class during the six months following the purchase (or vice versa). This<br> prohibition applies only to purchases in the open market and does not apply to stock option exercises or other employee benefit plan transactions.
•	Short<br> Sales. Short sales of Company Stock (i.e., the sale of a security that the seller does not own) may evidence an<br> expectation on the part of the seller that the securities will decline in value and therefore have the potential to signal to the market that the seller lacks confidence in the Company's prospects. In addition, short sales may reduce a<br> seller's incentive to seek to improve the Company's performance. For these reasons, short sales of Company Stock are prohibited. In addition, Section 16(c) of the Exchange Act prohibits officers and directors from engaging in short sales.<br> (Short sales arising from certain types of hedging transactions are governed by the paragraph below captioned "Hedging Transactions.")
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•	Publicly-Traded<br><br><br><br><br> Options. Given the relatively short term of publicly-traded options, transactions in options may create the appearance that a director, officer, or employee is trading based on material non-public information and focus a<br> director's, officer's, or other employee's attention on short-term performance at the expense of the Company's long-term objectives. Accordingly, transactions in put options, call options or other derivative securities, on an exchange or in<br> any other organized market, are prohibited by this Policy. (Option positions arising from certain types of hedging transactions are governed by the next paragraph below.)
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•	Hedging<br> Transactions. Hedging or monetization transactions can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and<br> exchange funds. Such transactions may permit a director, officer or employee to continue to own Company Stock obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the<br> director, officer, or employee may no longer have the same objectives as the Company's other shareholders. Therefore, the Company strongly discourages you from engaging in such transactions. The Company requires that any such transaction be<br> reviewed by Larry Miller or Tom Shepherd prior to the time you enter into it. Such officer will assess the proposed transaction and, in light of the facts and circumstances, make a determination as to whether the proposed transaction may be<br> completed or would violate this Policy.
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•

Margin Accounts and Pledged Securities. Securities held in a margin account as collateral for a margin loan may be sold by the broker without the customer's consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material non-public information or otherwise is not permitted to trade in Company Stock, directors, officers, and other employees are, except as otherwise noted herein, prohibited from holding Company Stock in a margin account or otherwise pledging Company Stock as collateral for a loan. (Pledges of Company Stock arising from certain types of hedging transactions are governed by the paragraph above captioned "Hedging Transactions.") If you wish to pursue any such transaction, the Company requires that the transaction be approved by Larry Miller or Tom Shepherd prior to the time you enter into it. Such officer will assess the proposed transaction and, in light of the facts and circumstances, make a determination as to whether the proposed transaction may be completed or would violate this Policy.

•

Standing and Limit Orders. Standing and limit orders (except standing and limit orders under approved Rule 10b5-1 Plans) create heightened risks for insider trading violations similar to the use of margin accounts. There is no control over the timing of purchases or sales that result from standing instructions to a broker, and as a result, the broker could execute a transaction when a director, officer, or other employee is in possession of material non-public information. The Company therefore discourages placing standing or limit orders on Company Stock. If a person subject to this Policy determines that they must use a standing order or limit order, the order should be limited to short duration and should be approved by Larry Miller or Tom Shepherd prior to the time you enter into it.

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The restrictions of this Policy do not apply to the following transactions, except as specifically noted:

•	Stock<br> Option Exercises. This Policy does not apply to the exercise of an employee stock option acquired pursuant to the Company's plans, or to the exercise of a tax withholding right pursuant to which a person has elected to<br> have the Company withhold shares subject to an option to satisfy tax withholding requirements. This Policy does apply, however, to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale<br> for the purpose of generating the cash needed to pay the exercise price of an option.
•	Restricted<br><br><br><br> Stock Awards. This Policy does not apply to the vesting of restricted stock, or the exercise of a tax withholding right pursuant to which you elect to have the Company withhold shares of stock to satisfy tax withholding<br> requirements upon the vesting of any restricted stock. The Policy does apply, however, to any market sale of restricted stock.
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•	Dividend<br><br><br><br> Reinvestment Plan. This Policy does not apply to purchases of Company Stock under the Company's dividend reinvestment plan resulting from your reinvestment of dividends paid on Company Stock. This Policy does apply,<br> however, to voluntary purchases of Company Stock resulting from additional contributions you choose to make to the dividend reinvestment plan, and to your election to participate in the plan or increase your level of participation in<br> the plan. This Policy also applies to your sale of any Company Stock purchased pursuant to the plan.
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Additional Trading Restrictions for Directors, Executive Officers, and Other Designated Employees

Directors, executive officers and certain employees of the Company and its subsidiaries who regularly have access to, or general material non-public information, are subject to additional restrictions on trading in Company Stock. Claims of insider trading are investigated with twenty-twenty hindsight, and even the appearance of impropriety can damage both the executive and the Company. These additional trading restrictions represent an effort to guard against even the appearance of impropriety and to protect the individuals who are subject to the additional restrictions. Therefore, in addition to the broad prohibitions on insider trading that apply to all Company and subsidiary personnel, the following additional trading restrictions will apply to you:

•

Closed Window. Except as otherwise provided herein, neither you or any Family Member, nor any Controlled Entity, may buy, sell or pledge Company Stock or engage in any other transaction involving Company Stock for a period beginning after the close of business on the 15th day prior to the end of each fiscal quarter and ending the third business day following the public release by the Company of the prior quarter's or prior year's financial results.

•

Pre-Clearance. All transactions involving Company Stock (including pledging, option, hedging and margin account transactions) by you, any Family Member, or any Controlled Entity must be pre-cleared by Larry Miller or Tom Shepherd. You must also pre-clear gifts of Company Stock. If a transaction is contemplated, please contact one of such people in advance. Prior clearance is required for all purchases, sales and inclusion of Company Stock in a margin account. Each proposed transaction will be evaluated to determine if it raises insider trading concerns or other concerns under the federal or state securities or banking laws and regulations or compliance with the Company's Code of Ethics. Any advice will relate solely to the restraints imposed by law and will not constitute advice regarding the investment aspects of any transaction. Clearance of a transaction is valid only for a 48-hour period. If the transaction does not occur within that 48-hour period, clearance of the transaction must be re-requested. If clearance is denied, the fact of such denial must be kept confidential by the person requesting such clearance.

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The limited exceptions to the Policy for certain stock benefit plan transactions and transactions involving "blind trusts" or Rule 10b5-1(c) plans may also apply to the additional trading restrictions set forth above.

You Must Honor Black-Out Periods

If a director, officer or employee is informed that the Company has implemented a special black-out period, such individual may not trade during that black-out period and may not disclose that trading has been suspended to anyone, including other Company or subsidiary employees (who may themselves not be subject to the black-out).

Directors, Exec Officers and Certain Other Employees Must Follow Supplemental Trading Restrictions

To avoid even the appearance of impropriety, additional restrictions on trading Company Stock apply to (i) all directors of the Company and the Bank, (ii) all executive officers of the Company, and (iii) certain other officers and employees who regularly have access to, or generate, material non-public information relating to the Company or its subsidiaries and who have been notified by management that they are subject to such restrictions. The additional restrictions are set forth in the Supplemental Information section of the policy. Each such director, executive officer or other designated officer or employee should carefully review this information.

This Policy Continues after Termination of Affiliation with the Company

This Policy continues to apply to your transactions even after you have ceased to be an employee or director. If you are in possession of material non-public information when your affiliation with the Company terminates, you may not trade in Company Stock (or the securities of any other company about which you obtained material non-public information due to your affiliation with the Company) until that information has become public or is no longer material.

The Board Must Approve Sales of Company Stock to the Company

Sales of Company Stock by a director, officer or employee to the Company must be approved in advance by the Board of Directors of the Company. In addition, such transactions may be subject to approval by the Ohio Valley Banc Corp. Audit Committee under the Ohio Valley Banc Corp. Statement of Policy with Respect to Related Party Transactions.

Consequences of Violations

The purchase or sale of securities while aware of material non-public information, or the disclosure of material non-public information to others who then trade in the Company's securities, is prohibited by the federal and state laws. Insider trading violations are pursued vigorously by the SEC, U.S. Attorneys, and state enforcement authorities as well as the laws of foreign jurisdictions. Punishment for insider trading violations is severe and could include significant fines and imprisonment. While the regulatory authorities concentrate their efforts on the individuals who trade, or who tip inside information to others who trade, the federal securities laws also impose potential liability on companies and other "controlling persons" if they fail to take reasonable steps to prevent insider trading by company personnel.

In addition, an individual's failure to comply with this Policy may subject the individual to Company-imposed sanctions, including dismissal for cause, whether or not the employee's failure to comply results in a violation of law. As a result, a violation of law, or even an SEC investigation that does not result in prosecution, can tarnish a person's reputation and irreparably damage a career.

SUPPLEMENTAL INFORMATION

Covered Parties Must Follow Policy No Matter the Circumstance

Even the appearance of an improper transaction must be avoided to preserve our reputation for adhering to the highest standards of conduct. Strict adherence to this Policy is essential. Consequently, even transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) cannot be an exception to compliance. You must consider this Policy carefully when contemplating any transaction involving Company Stock. In connection with a contemplated sale in particular, we urge you to take all possible precautions to avoid a situation where your inability to obtain pre-clearance of a sale will create a personal financial crisis. Because of the regulatory restrictions that have created the need for this Policy, your Company Stock should not be considered a liquid asset that can be easily converted into cash.

Limited Exceptions to Insider Trading Policy

SEC Rule 10b5-1(c) provides an affirmative defense against insider trading liability under the federal securities laws for a transaction done pursuant to a "blind trust" (generally, a trust or other arrangement in which investment control has been completely delegated to a third party) or pursuant to a written plan, or a binding contract or instruction, entered into in good faith at a time when the insider was not aware of material non-public information, even though the transaction in question may occur at a time when the person is aware of material non-public information. Once the plan is adopted, the person must not exercise any influence over the amount of securities to be traded, the price at which they are to be traded, or the date of the trade. The plan must either specify the amount, pricing, and timing of transactions in advance or delegate discretion on these matters to an independent third party. The Company may, in appropriate circumstances, permit transactions pursuant to a blind trust or a pre-arranged trading program that complies with Rule 10b5-1 that has been submitted to and acknowledged by the Chief Executive Officer.

Notwithstanding any other provisions of this Policy, certain transactions between the Company and any director, officer or employee, including transactions pursuant to stock benefit plans pursuant to which Company Stock has been or may be awarded to or purchased by a director, officer or employee, may not be subject to the provisions of this Policy. All transactions with respect to stock benefit plan awards shall be governed by such stock benefit plans or award agreements under such plans. You should consult with Larry Miller or Tom Shepherd if you are in possession of material non-public information about the Company and wish to make an election to diversify your account under the Ohio Valley Banc Corp. Employees' Stock Ownership Plan and Trust.

Gifts generally are not subject to the restrictions of this Policy, unless you have reason to believe that the recipient intends to sell the shares while you are in possession of material non-public information or you expect to derive a personal benefit from the gift. No gift of Company stock may be made with a purpose or effect of violating the Company's Code of Ethics. Further, transactions in mutual funds that are invested in Company Stock are not transactions subject to this Policy.

Additional Guidance

Any person who has any questions about this Policy or questions about specific transactions may obtain guidance from Larry Miller or Tom Shepherd. Remember, however, the ultimate responsibility for adhering to this Policy and avoiding improper transactions rests with you. In this regard, it is imperative that you use your best judgment.

This policy will be reviewed and approved annually by either the Board of Directors or the Executive Committee.

EXHIBIT 21

SUBSIDIARIES OF THE REGISTRANT

NAME	STATE OF<br><br> <br>INCORPORATION	PERCENTAGE<br><br> <br>OF OWNERSHIP
The Ohio Valley Bank Company	Ohio	100%
Loan Central, Inc.	Ohio	100%
Ohio Valley Financial Services Agency, LLC	Ohio	100%
Ohio Valley Statutory Trust III	Delaware	100%

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-178575 on Form S-3 of Ohio Valley Banc Corp. of our report dated March 14, 2025 relating to the financial statements appearing in this Annual Report on Form 10-K.

/s/Plante & Moran, PLLC
Plante & Moran, PLLC

Cleveland, Ohio

March 14, 2025

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-178575 on Form S-3 of Ohio Valley Banc Corp. of our report dated March 15, 2024 relating to the 2023 consolidated financial statements of Ohio Valley Banc Corp., appearing in this Annual Report on Form 10-K.

/s/Crowe LLP
Crowe LLP

Cleveland, Ohio

March 14, 2025

Exhibit 31.1

Rule 13a-14(a)/15d-14(a) Certification

I, Larry E. Miller, II, certify that:

I have reviewed this Annual Report on Form 10-K of Ohio Valley Banc Corp.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the<br> effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal<br> control over financial reporting.
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Date: March 14, 2025	By:	/s/Larry E. Miller, II
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		Larry E. Miller, II, President and CEO
		(Principal Executive Officer)

Exhibit 31.2

Rule 13a-14(a)/15d-14(a) Certification

I, Scott W. Shockey, certify that:

I have reviewed this Annual Report on Form 10-K of Ohio Valley Banc Corp.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the<br> effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial<br> reporting.
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Date: March 14, 2025	By:	/s/Scott W. Shockey
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		Scott W. Shockey, Senior Vice President and CFO
		(Principal Financial Officer)

Exhibit 32

SECTION 1350 CERTIFICATION

In connection with the Annual Report of Ohio Valley Banc Corp. (the “Corporation”) on Form 10‑K for the fiscal year ended December 31, 2024 (the “Report”), the undersigned Larry E. Miller, II, President and Chief Executive Officer of the Corporation, and Scott W. Shockey, Senior Vice President and Chief Financial Officer of the Corporation, each certify, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of their knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
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*/s/Larry E. Miller, II	*/s/Scott W. Shockey
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Larry E. Miller, II	Scott W. Shockey
President and Chief Executive Officer	Senior Vice President and Chief Financial Officer
Dated: March 14, 2025	Dated: March 14, 2025
*	This certification is being furnished as required by Rule 13a-14(b) under the Securities Exchange Act of 1934 (the<br> “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. This certification<br> shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the Corporation specifically incorporates it by reference in any such filing.
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