8-K

UNITED STATES<br> SECURITIES AND EXCHANGE COMMISSION<br> Washington, D.C. 20549<br><br> <br>* * *<br> <br><br><br> <br>FORM 8-K<br><br> <br>CURRENT REPORT<br><br> <br>Pursuant to Section 13 or 15(d) of the<br> Securities Exchange Act of 1934.

Date of Report: January 26, 2026

(Date of earliest event reported)

Oak Valley Bancorp

(Exact name of registrant as specified in its charter)

CA<br> (State or other jurisdiction<br> of incorporation)	001-34142<br> (Commission File Number)	26-2326676<br> (IRS Employer<br> Identification Number)
125 N. Third Ave. Oakdale, CA<br> (Address of principal executive offices)	95361<br> (Zip Code)

(209) 848-2265

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if changed since last report)

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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	OVLY	The Nasdaq Stock Market, LLC

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.  ☐

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Section 5 — Corporate Governance and Management

Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)            On January 26, 2026, Oak Valley Bancorp (the "Company") issued a press release announcing that Christopher M. Courtney, Chief Executive Officer ("CEO") of the Company and of its wholly owned subsidiary Oak Valley Community Bank (the “Bank”), will retire as CEO effective as June 30, 2026.  Mr. Courtney plans to continue to serve the Company and the Bank as a member of their respective Boards of Directors (each, a "Board") after his retirement as Chief Executive Officer of each entity.

A copy of the press release announcing Mr. Courtney's retirement as CEO of each entity is filed as Exhibit 99.1 hereto, which is incorporated herein by reference.

(c)            On January 26, 2026, the Company announced in the same press release that the Boards of the Company and the Bank have selected Richard A. McCarty to succeed Mr. Courtney as CEO of the Company and the Bank, respectively.  Mr. McCarty, age 54, currently the Company's and the Bank’s President and Chief Operating Officer, is expected to assume his new role as President and CEO on June 30, 2026.

A copy of the press release announcing Mr. McCarty’s selection to succeed Mr. Courtney as CEO of each entity is filed as Exhibit 99.1 hereto, which is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(a) Financial statements:

None

(b) Pro forma financial information:

None

(c) Shell company transactions:

None

(d) Exhibits

99.1	Press Release of Oak Valley Bancorp dated January 26, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

Dated: January 27, 2026
	OAK VALLEY BANCORP
	By:	/s/ Jeffrey A. Gall
	Jeffrey A. Gall
	Executive Vice President, Chief Financial Officer
	and Corporate Secretary
	(Principal Financial Officer and duly authorized signatory)

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Exhibit Index

Exhibit No.	Description
99.1	Press Release of Oak Valley Bancorp dated January 26, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

ex_912194.htm

Exhibit 99.1

PRESS RELEASE

For Immediate Release

Date:               January 26, 2026

Contact:         Chris Courtney/Rick McCarty

Phone:            (209) 848-BANK (2265)

Toll Free (866) 844-7500

www.ovcb.com

OAK VALLEY BANCORP AND OAK VALLEY COMMUNITY BANK

CHIEF EXECUTIVE OFFICER TO RETIRE

OAKDALE, CA – Oak Valley Bancorp (NASDAQ: OVLY), the bank holding company for Oak Valley Community Bank and Eastern Sierra Community Bank, announced that Christopher M. Courtney has notified the Boards of his intention to retire as Chief Executive Officer of both entities on June 30, 2026.

Courtney joined Oak Valley Community Bank in 1996 and served in several executive leadership roles, including EVP Chief Operating Officer and EVP Chief Credit Officer. He became President in 2004 and Chief Executive Officer in 2013. He will continue to serve on the Boards of Directors, providing guidance to support Oak Valley’s continued success.

During his tenure, Courtney helped lead the Bank’s expansion from a two branch de novo institution with $45 million in assets to a full service, nineteen branch community bank with more than $2 billion in assets. He played a key role in establishing strong standards for credit quality, service, community engagement, employee support, and long-term sustainability.

Board Chair, Daniel J. Leonard, recognized Courtney’s longstanding leadership, noting his commitment to exceptional client service, employee development, and community investment. He emphasized that his thoughtful approach to growth has strengthened the Bank and positioned it for continued long term success. Leonard also highlighted the strength of the executive team Courtney has built, ensuring a smooth leadership transition.

In conjunction with the announcement, the Boards confirmed that Richard A. McCarty, current President and Chief Operating Officer, will assume the role of President and Chief Executive Officer upon Courtney’s retirement. McCarty has been with the Bank for over 26 years and has held key leadership roles including Chief Financial Officer, Chief Administrative Officer, and Senior Executive Vice President and Chief Operating Officer. He has served on the Boards of Directors since 2024.

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- to medium-sized businesses. They currently operate through 19 conveniently located branches: Oakdale, Turlock, Stockton, Patterson, Ripon, Escalon, Manteca, Tracy, Sacramento, Roseville, Lodi, two branches in Sonora, three branches in Modesto, and three branches in the Eastern Sierra division which includes Bridgeport, Mammoth Lakes, and Bishop.

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