Oak Valley Bancorp Director Don Barton Sells 375 Shares at $32.72 Per Share

Director's Stock Disposition Under Pre-Planned Trading Agreement

The disclosure filed with the Securities and Exchange Commission on July 27, 2026, documents the sale of Oak Valley Bancorp shares by Don Barton, identified in the filing as a director of the financial institution. The transaction involved the disposal of 375 shares of common stock at a price of $32.72 per share, representing a standard equity market transaction by a company insider. The filing indicates that Barton executed this sale as the sole reporting person, and the transaction was conducted directly, meaning Barton held beneficial ownership of the shares sold and transacted in his individual capacity rather than through any intermediary entity or arrangement.

The timing and structure of this sale reflect adherence to a Rule 10b5-1(c) trading plan, a regulatory framework established under securities law to permit insiders to engage in predetermined share sales without concerns about potential violations of insider trading prohibitions. The filing notes that Barton's plan was adopted on November 5, 2024, approximately eight months before the July 2026 transaction. This advance establishment of trading parameters demonstrates that the sale was not discretionary or timed based on current market conditions or access to material nonpublic information, but rather executed according to a schedule determined substantially in advance of any knowledge of significant corporate developments.

Beneficial Ownership Position Before and After the Transaction

Prior to the July 27, 2026 sale, the disclosure does not explicitly state Barton's total beneficial ownership. However, the filing documents that following completion of the 375-share sale, Barton's beneficial ownership of Oak Valley Bancorp common stock totaled 29,975 shares held directly. This means that before the transaction, Barton beneficially owned 30,350 shares (29,975 plus the 375 shares sold), indicating that the sale reduced his direct holdings by slightly more than one percent. The filing confirms this beneficial ownership was held in direct form, meaning Barton had no indirect beneficial ownership arrangements or holdings through other entities, trusts, or family members recorded in this transaction.

The magnitude of Barton's remaining beneficial ownership following the sale—29,975 shares—indicates a substantial continuing equity stake in Oak Valley Bancorp. Insider share sales of this nature are routine corporate governance events and are disclosed to provide transparency to shareholders regarding changes in beneficial ownership among company directors and officers. The filing provides no information regarding whether this sale represents part of a larger divestment strategy by Barton or reflects his ongoing confidence in the company's prospects, as such subjective assessments are outside the scope of factual transaction reporting.

Rule 10b5-1 Plan Framework and Insider Trading Compliance

Barton's transaction was structured under Rule 10b5-1(c), a provision of federal securities regulations that permits company insiders to establish binding trading plans during periods when they may not be in possession of material nonpublic information. Once adopted, such a plan operates according to its predetermined terms regardless of subsequent changes in the insider's knowledge of company developments or market conditions. The plan adopted by Barton on November 5, 2024, established the terms and timing under which share sales would occur, effectively creating an affirmative defense against potential claims of improper insider trading based on the execution of the plan.

The use of Rule 10b5-1 plans is common among corporate insiders, including directors, officers, and significant shareholders, as these arrangements provide legal certainty and demonstrate good faith compliance with insider trading laws. By establishing such a plan during a period when no material nonpublic information was possessed, Barton's July 2026 sale can be executed without regard to whether the company subsequently learned of significant developments between the plan's adoption date and the sale date. The filing indicates that the box for Rule 10b5-1 plan compliance was checked, confirming that the transaction was intended to satisfy the affirmative defense conditions established under the regulation.

Transaction Pricing and Market Context

The shares were sold at a price of $32.72 per share, the market price at which the transaction executed on July 27, 2026. The filing provides no commentary on whether this price reflects a gain or loss relative to Barton's original acquisition cost or purchase basis, nor does it compare the sale price to historical or forward-looking price targets. The sale price is presented as a factual element of the transaction without accompanying analysis regarding the relative valuation of Oak Valley Bancorp shares at the time of sale. Investors analyzing insider transactions often monitor the prices at which insiders buy and sell shares as potential indicators of sentiment, though such sales under pre-established trading plans may carry less predictive weight than discretionary sales.

The filing does not disclose the aggregate dollar amount realized from the sale (though this can be calculated as approximately $12,270 based on the disclosed share quantity and price), nor does it provide context regarding trading volume, market conditions, or shareholder sentiment on the transaction date. The immediate share price impact was not clear from available public information contained in the filing. Investors seeking to understand Oak Valley Bancorp's trading activity and capital markets activity on July 27, 2026, would need to consult external market data sources rather than relying solely on this insider transaction disclosure.

Director Status and Governance Implications

Don Barton is identified in the filing as holding the status of director of Oak Valley Bancorp, indicating he serves on the company's board of directors. The filing confirms this relationship by checking the "Director" box in the relationship section; it also confirms that Barton is not an officer of the company (the "Officer" box is not checked) and is not a ten-percent owner (the "10% Owner" box is not checked). This status as director means Barton is a member of the board of directors responsible for oversight of the company's management and strategic direction, and his transactions in company shares are subject to mandatory disclosure under Section 16(a) of the Securities Exchange Act of 1934.

The disclosure of director share transactions serves an important governance function by providing shareholders with visibility into the equity stakes held by board members and changes in those stakes over time. Directors' ownership positions and trading activity can be relevant to shareholders evaluating potential conflicts of interest, board member alignment with shareholder interests, and the broader governance structure of the organization. Barton's continued beneficial ownership of nearly 30,000 shares following the July 2026 sale demonstrates a material ongoing equity interest in Oak Valley Bancorp's performance and prospects.

Regulatory Filing Requirements and Reporting Timeline

The disclosure was filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934, which requires directors, officers, and significant shareholders to report changes in beneficial ownership of company securities within specified timeframes. The filing date of July 27, 2026, indicates that the transaction was reported promptly following execution, consistent with regulatory requirements for timely disclosure of insider transactions. The form indicates that this is a single-filer report by one reporting person rather than a joint or group filing, meaning no other insiders reported related transactions contemporaneously.

The document includes standard SEC compliance language and references to the Paperwork Reduction Act, along with a certification that the filing constitutes a true and accurate statement of the changes in beneficial ownership. The signature line is dated July 27, 2026, matching the transaction date, and the form was executed by Barton himself or his authorized representative. This filing becomes a matter of public record and is available through the SEC's EDGAR database for review by investors, analysts, and other market participants seeking to monitor insider trading activity at Oak Valley Bancorp.

Nature of Beneficial Ownership and Direct Holdings

The filing documents that Barton's 29,975 shares are held in direct beneficial ownership form, designated as "D" in the ownership form column. Direct beneficial ownership means that Barton has the power to vote the shares and receive dividends directly, and the shares are not held in trust, through a spouse, through a family entity, or through any other indirect arrangement. The absence of any entry in the "Nature of Indirect Beneficial Ownership" column confirms that no special ownership arrangement applies to these shares. This structure is straightforward and typical for an individual director's personal shareholding in a company.

Direct beneficial ownership is distinct from indirect beneficial ownership, which might occur if shares were held in a trust or family entity, through a spouse's account, or through other arrangements where the insider retains voting and economic control but does not hold the shares in his individual name. The filing provides no indication of any such indirect beneficial ownership positions held by Barton in Oak Valley Bancorp, suggesting that his equity interest in the company is limited to the directly held shares disclosed. The simplicity of this ownership structure may facilitate easier management of trading compliance and reduces complexity in tracking beneficial ownership changes over time.

Information Not Disclosed in the Filing

The filing does not disclose several categories of information that investors might seek regarding Barton's transaction or his relationship with Oak Valley Bancorp. The company did not disclose the specific reason or rationale for Barton's decision to sell shares, though the pre-established nature of the Rule 10b5-1 plan indicates the sale was not made in response to current market conditions or recent corporate developments. The filing provides no information regarding whether Barton has engaged in other purchases of Oak Valley Bancorp shares during recent periods or whether he intends to acquire additional shares in the future. Additionally, the filing does not disclose Barton's age, tenure on the board, committee assignments, or other biographical or governance-related details that might provide context for understanding his role and equity interests in the company.

The aggregate dollar amount of the transaction—approximately $12,270—is not explicitly stated in the filing, though it can be calculated from the disclosed share quantity and price. The filing does not disclose whether this represents a partial liquidation of Barton's position or a routine periodic rebalancing under the terms of his trading plan. The document does not indicate whether other directors or officers executed similar sales on the same date or whether the company was aware of any specific catalysts or expectations regarding the transaction. These limitations are typical of Form 4 filings, which are designed to report factual transaction details rather to provide subjective analysis or broader context regarding insider motivation or market implications.