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

~~FORM~~Date ~~8-K~~of Report: January 26, 2026 (Date of earliest event reported)

~~CURRENT~~Oak ~~REPORT~~Valley Bancorp (Exact name of registrant as specified in its charter)

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

CA (State or other jurisdiction of incorporation)	001-34142 (Commission File Number)	26-2326676 (IRS Employer Identification Number)

125 N. Third Ave. Oakdale, CA (Address of principal executive offices)	95361 (Zip Code)

Date of Report: January 23, 2026 (Date of earliest event reported)
Oak Valley Bancorp (Exact name of registrant as specified in its charter)
CA (State or other jurisdiction of incorporation)	001-34142 (Commission File Number)	26-2326676 (IRS Employer Identification Number)
125 N. Third Ave. Oakdale, CA (Address of principal executive offices)	95361 (Zip Code)
(209) 848-2265 (Registrant's telephone number, including area code)
Not Applicable (Former Name or Former Address, if changed since last report)

(209) 848-2265
(Registrant's telephone number, including area code)

~~Securities~~Not ~~registered~~Applicable (Former ~~pursuant~~Name toor ~~Section~~Former ~~12(b)~~Address, ofif ~~the~~changed ~~Act:~~since last report)

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

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))

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. ☐

~~Item~~Section ~~2.02.~~5 ~~Results~~— ofCorporate ~~Operations~~Governance and Financial Condition On January 23, 2026, 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 twelve-months ended December 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.Management

Item 75.0102. ~~Regulation~~Departure FDof ~~Disclosure~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~See~~(b) On ~~“Item~~January 226, 2026, Oak Valley Bancorp (the "Company") issued a press release announcing that Christopher M.~~02.~~ ~~Results~~Courtney, Chief Executive Officer ("CEO") of ~~Operations~~the Company and ~~Financial~~of ~~Condition~~its wholly owned subsidiary Oak Valley Community Bank (the “Bank” ~~which~~), iswill ~~incorporated~~retire byas ~~reference~~CEO ineffective ~~this~~as ~~Item~~June 730, 2026.01 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 23, 2026

	99.1	Press Release of Oak Valley Bancorp dated January 26, 2026

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 26, 2026
Dated: January 27, 2026
	OAK VALLEY BANCORP
	By:	/s/ Jeffrey A. Gall
	Jeffrey A. Gall	~~Jeffrey A. Gall~~
		Executive Vice President and Chief Financial Officer (Principal Financial Officer and duly authorized signatory)
	Executive Vice President, Chief Financial Officer
	and Corporate Secretary
	(Principal Financial Officer and duly authorized signatory)

Exhibit Index
Exhibit No.	Description
99.1	Press Release of Oak Valley Bancorp dated January 23, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit Index

ExhibitNo.	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)

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