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))

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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 July 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 three and six-months ended June 30, 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_840679.htm

Exhibit 99.1

For Immediate Release

OAK VALLEY BANCORP REPORTS 2nd QUARTER RESULTS AND ANNOUNCES CASH DIVIDEND

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 three months ended June 30, 2025, consolidated net income was $5,588,000, or $0.67 per diluted share (EPS), as compared to $5,297,000, or $0.64 EPS, for the prior quarter and $5,889,000, or $0.71 EPS, for the same period a year ago. Consolidated net income for the six months ended June 30, 2025 was $10,885,000, or $1.31 EPS, compared to $11,616,000 or $1.41 EPS for the same period of 2024.

The increase in second quarter net income compared to the prior quarter was the result of loan growth, a rise in the yield of the loan portfolio, and the corresponding increase in interest income. The QTD and YTD decreases compared to the same periods of 2024 were related to an increase in deposit interest expense and general operating expenses.

Net interest income for the three-months ended June 30, 2025 was $18,154,000, compared to $17,807,000 in the prior quarter, and $17,292,000 in the same period a year ago. The increase in net interest income over the prior periods is attributed to an increase in average earning asset balances and loan yields. Gross loans grew by $18,903,000 and $39,820,000 during the second quarter and prior twelve months, respectively, while loans yields continue to trend upward. The cost of funds increased throughout 2024, but began to decline during the first six months of 2025, ending at 0.77% during the second quarter of 2025, as compared to 0.79% for the prior quarter, and 0.73% for the same period of 2024. Net interest margin for the three months ended June 30, 2025 was 4.11%, compared to 4.09% for the prior quarter and 4.11% for the same period last year.

"Our solid earnings results reflect our steady and cautious approach to managing our business. The increase in net interest income due to loan growth and stable interest margins demonstrates our ability to navigate changing market conditions. Our commitment to relationship-based deposit growth remains strong, enabling us to maintain a competitive lending strategy and manage profitability,” stated Rick McCarty, President and Chief Operating Officer.

Non-interest income was $1,703,000 for the three-months ended June 30, 2025, compared to $1,613,000 for the prior quarter and $1,760,000 for the same period last year. The increase over the prior period was mainly due to fair value adjustments on a limited partner equity investment and increased production from our investment advisory service and related fee income. The decrease compared to the same period a year ago was the result of the same investment advisory service fee income.

Non-interest expense totaled $12,688,000 for the three-months ended June 30, 2025, compared to $12,624,000 in the prior quarter and $11,616,000 in the same quarter a year ago. The increases compared to prior periods are due to general operating costs related to servicing the growing loan and deposit portfolios.

Total assets were $1.92 billion at June 30, 2025, a decrease of $3.5 million from March 31, 2025 and an increase of $80.4 million over June 30, 2024. Gross loans were $1.11 billion at June 30, 2025, an increase of $18.9 million over March 31, 2025 and $39.8 million over June 30, 2024. The Company’s total deposits were $1.71 billion as of June 30, 2025, a decrease of $2.4 million from March 31, 2025 and an increase of $66.5 million over June 30, 2024. Our liquidity position remains strong, as evidenced by $198.9 million in cash and cash equivalents balances at June 30, 2025.

“We are pleased with the continued expansion of our loan portfolio and the overall strength of our balance sheet. While deposits declined marginally from the previous quarter, our year-over-year deposit trajectory remains on an upward trend,” stated Chris Courtney, CEO. “Our growth is a testament to the unwavering dedication and collaboration of our team members. Their commitment to providing outstanding service to our clients has been instrumental in driving our steady growth and ability to exceed client expectations.”

Non-performing assets (“NPA”) remained at zero as of June 30, 2025, as they were for all of 2025 and 2024. The allowance for credit losses (“ACL”) as a percentage of gross loans decreased slightly to 1.03% at June 30, 2025, compared to 1.05% at March 31, 2025 and 1.04% at June 30, 2024. The decrease in the ACL as a percentage of gross loans from the prior periods is mainly due to the growth in the loan portfolio. Management has performed a thorough analysis of credit risk as part of the CECL model’s ACL computation, concluding that the credit loss reserves relative to gross loans remains at acceptable levels, and credit quality remains stable. As a result, the Company did not record a provision for credit losses during the second quarter.

The Board of Directors of Oak Valley Bancorp at their July 15, 2025, meeting declared the payment of a cash dividend of $0.30 per share of common stock to its shareholders of record at the close of business on July 28, 2025. The payment date will be August 8, 2025 and will amount to approximately $2,515,000. This is the second dividend payment made by the Company in 2025.

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 19th branch location later this year in Lodi.

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.