8-K

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 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. ☐

Item 2.02. Results of Operations and Financial Condition

On April 18, 2025, Oak Valley Bancorp issued a press release, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference. The press release announced the Company’s operating results for the quarter ended March 31, 2025.

The information in this Item 2.02 in this Form 8-K and the Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure.

See “Item 2.02. Results of Operations and Financial Condition” which is incorporated by reference in this Item 7.01.

Item 9.01. Financial Statements and Exhibits

(a) Financial statements:

None

(b) Pro forma financial information:

None

(c) Shell company transactions:

None

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ex_803878.htm

Exhibit 99.1

For Immediate Release

OAK VALLEY BANCORP REPORTS 1 ^st^ QUARTER RESULTS

OAKDALE, CA – Oak Valley Bancorp (NASDAQ: OVLY) (the “Company”), the bank holding company for Oak Valley Community Bank and their Eastern Sierra Community Bank division, recently reported unaudited consolidated financial results for the first quarter of 2025. For the three months ended March 31, 2025, consolidated net income was $5,297,000, or $0.64 per diluted share (EPS). This compared to consolidated net income of $6,008,000, or $0.73 EPS, for the prior quarter and $5,727,000, or $0.69 EPS, for the same period a year ago. The net income decrease compared to prior periods was primarily due to an increase in operating expenses.

Net interest income for the three months ended March 31, 2025 was $17,807,000, compared to $17,846,000 in the prior quarter, and $17,241,000 in the same period a year ago. The decrease from the prior quarter is attributable to a Federal Open Market Committee (“FOMC”) rate cut in December-2024 that lowered the yield on certain variable rate assets, and there were 2 fewer days of interest accruals. In spite of the December-2024 FOMC rate cut, the net interest margin increased to 4.09% for the three months ended March 31, 2025 compared to 4.00% for the prior quarter and 4.09% for the same period last year, partially due to a decline in deposit interest expense. Average cost of funds decreased to 0.79% as of March 31, 2025, compared to 0.86% for the prior quarter and increased from 0.68% for the first quarter of 2024. The higher average gross loan balance, and upward repricing of loan yields also contributed to the increase in earning asset yield and net interest margin.

Non-interest income was $1,613,000 for the quarter ended March 31, 2025, compared to $1,430,000 for the prior quarter and $1,519,000 for the same period last year. The increase compared to prior periods was mainly due to positive changes in the fair value of equity securities.

Non-interest expense totaled $12,624,000 for the quarter ended March 31, 2025, compared to $11,548,000 in the previous quarter and $11,529,000 in the same quarter a year ago. The increase in non-interest expense compared to prior periods corresponds primarily to staffing expenses and general operating costs related to servicing the growing loan and deposit portfolios.

Total assets were $1.92 billion at March 31, 2025, an increase of $23.8 million and $118.6 million from December 31, 2024 and March 31, 2024, respectively. Gross loans were $1.09 billion at March 31, 2025, a decrease of $15.6 million and an increase of $51.4 million over December 31, 2024 and March 31, 2024, respectively. The Company’s total deposits were $1.71 billion at March 31, 2025, an increase of $17.9 million and $101.2 million from December 31, 2024 and March 31, 2024, respectively. Our liquidity position remains strong, as evidenced by $209.3 million in cash and cash equivalents balances at March 31, 2025, representing an increase of $40.5 million over December 31, 2024.

“Our balance sheet remains strong and although we’ve seen modest loan paydowns this quarter, it represents a very small reduction in gross loans and compares favorably to what we generally expect for the beginning of the year,” stated Chris Courtney, CEO. "We remain committed to delivering steady growth while maintaining a conservative approach to risk management."

Non-performing assets (“NPA”) remained at zero as of March 31, 2025, as they were as of December 31, 2024, and March 31, 2024. The allowance for credit losses (“ACL”) as a percentage of gross loans was 1.05% at March 31, 2025, compared to 1.04% at December 31, 2024 and 1.05% at March 31, 2024. Given industry concerns of credit risk specific to commercial real estate, management has performed a thorough analysis of this segment as part of the CECL credit risk model’s ACL computation, concluding that the credit loss reserve relative to gross loans remains at acceptable levels, and credit quality remains stable.

Oak Valley Bancorp operates Oak Valley Community Bank & their Eastern Sierra Community Bank division, through which it offers a variety of loan and deposit products to individuals and small businesses. They currently operate through 18 conveniently located branches: Oakdale, Turlock, Stockton, Patterson, Ripon, Escalon, Manteca, Tracy, Sacramento, Roseville, two branches in Sonora, three branches in Modesto, and three branches in their Eastern Sierra division, which includes Bridgeport, Mammoth Lakes, and Bishop. The Company will open its 19^th^ branch location in Lodi later this year.

For more information, call 1-866-844-7500 or visit www.ovcb.com.

This press release includes forward-looking statements about the corporation for which the corporation claims the protection of safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995.

Forward-looking statements are based on management's knowledge and belief as of today and include information concerning the corporation's possible or assumed future financial condition, and its results of operations and business. Forward-looking statements are subject to risks and uncertainties. A number of important factors could cause actual results to differ materially from those in the forward-looking statements. Those factors include fluctuations in interest rates, government policies and regulations (including monetary and fiscal policies), legislation, economic conditions, including increased energy costs in California, credit quality of borrowers, operational factors and competition in the geographic and business areas in which the company conducts its operations. All forward-looking statements included in this press release are based on information available at the time of the release, and the Company assumes no obligation to update any forward-looking statement.

All values are in US Dollars.

(1)  This is a non-GAAP measure because its computed on a fully tax equivalent basis using a marginal federal tax rate of 21%.

(2)  This ratio was changed to GAAP basis as of the quarter ended December 31, 2024, and all prior periods have been restated accordingly.