Ohio Valley Banc SEC Filings

Ohio Valley Banc Corp. reported leadership and governance changes alongside routine shareholder voting results. The board appointed K. Ryan Smith as the company’s first independent chairman, succeeding long-time chairman Thomas E. Wiseman, who remains a director. Ryan J. Jones was elected president of OVBC and The Ohio Valley Bank Company and added to both boards, while Larry E. Miller II continues as chief executive officer.

The board amended OVBC’s Code of Regulations to clarify that the chairman serves at the board’s pleasure and is not automatically an officer. At the 2026 annual meeting, shareholders elected three directors for terms expiring in 2029, approved executive compensation in an advisory vote, and ratified Plante & Moran, PLLC as independent auditor for 2026. OVBC also highlighted plans for expansion, including a new loan office in Charleston, West Virginia, and early-stage planning for locations in South Bloomfield and Ironton, Ohio.

Ohio Valley Banc Corp director Michael Seth Isaac increased his direct holdings of Common Shares. He completed an open-market purchase of 65.4453 shares at $45.8398 per share and a separate 3.7586-share acquisition labeled as “Voluntary Cash for DRIP,” reflecting additional investment through the company’s dividend reinvestment plan.

Ohio Valley Banc Corp director Anna P. Barnitz increased her stake in company stock. On 2026-05-12, she made an open-market purchase of 32.7226 common shares at $45.8398 per share, bringing her direct holdings to 8,942.2731 common shares.

She also completed several small additional acquisitions totaling 49.0118 common shares coded as restructuring transactions, including shares held as custodian for two sons. Footnotes state these were acquisitions under the Ohio Valley Banc Corp Dividend Reinvestment Plan, including voluntary cash contributions.

Ohio Valley Banc Corp. reported first-quarter 2026 net income of $4.3 million, down 2.5% from the prior year, with earnings per share of $0.91 versus $0.94 a year earlier. Return on average assets was 1.08% and return on average equity was 10.17%.

Core banking performance was solid, as net interest income rose 13.3% to $14.9 million, driven by $121 million growth in average earning assets, led by higher commercial loans, and a wider net interest margin of 4.01% versus 3.85%. However, provision for credit losses increased to $1.6 million, primarily from specific allocations on two collateral-dependent loans, and the nonperforming loan ratio climbed to 1.64%. Total assets reached $1.68 billion, with deposits rising $94 million and shareholders’ equity at $171.3 million.

Ohio Valley Banc Corp. is asking shareholders to vote at its May 13, 2026 annual meeting in Gallipolis, Ohio, with 4,711,001 common shares outstanding as of March 20, 2026. Holders will elect three directors for terms expiring in 2029, consider an advisory vote on named executive officer pay, and ratify Plante & Moran, PLLC as independent auditor.

The board highlights its committee structure, risk oversight and director independence, noting that all directors except the Chairman and CEO are independent under Nasdaq rules. It also details executive and director compensation, including salary, cash bonuses, retirement and deferred compensation plans, and reports that a 2025 say‑on‑pay vote received 82% support.

The proxy describes board succession moves, including the planned retirement of director David W. Thomas, who also serves as Lead Independent Director, and the retirement of Chairman Thomas E. Wiseman from the chairman role at the meeting while remaining on the board. It also discloses significant beneficial owners, with the largest individual holder owning 7.62% of shares.

Ohio Valley Banc Corp. files its Annual Report describing its community banking operations and risks for 2025. The Ohio-based financial holding company, traded on the NASDAQ Global Market as OVBC, operates mainly through The Ohio Valley Bank Company and several specialized subsidiaries.

As of December 31, 2025, consolidated assets were approximately $1,582,654,000 and total shareholders’ equity was approximately $170,257,000, both higher than 2024. The loan portfolio reached $1,196,018,000, driven by commercial and residential real estate growth, while consumer loans declined.

Interest and fee revenue from loans provided 77.84% of total consolidated revenues in 2025, with investment securities contributing 10.03%. The report also details funding sources, regulatory capital requirements, cybersecurity expectations, and extensive risk factors tied to interest rates, regional economies in Ohio and West Virginia, liquidity, competition, technology, and regulatory change.

OHIO VALLEY BANC CORP director Anna P. Barnitz reported a small disposition of indirect holdings and updated her remaining stake in the company. She disposed of 38.6125 common shares at $42.31 per share in a transaction coded as a disposition to the issuer from an indirect account held as custodian for her daughter.

After this transaction, she reports direct ownership of 8,909.5505 common shares. She also reports continuing indirect holdings of 38.6125 common shares as custodian for one son and 38.6125 common shares as custodian for another son. These entries reflect her current ownership positions rather than additional transactions.

Ohio Valley Banc Corp. announced upcoming board leadership changes driven by planned retirements. Director David W. Thomas plans to retire from the boards of the company and The Ohio Valley Bank Company at the 2026 Annual Meeting of Shareholders, in line with the mandatory retirement age of 70 and not due to any disagreement. At the same meeting, Thomas E. Wiseman will retire from his role as Chairman of the Board of both entities but will continue to serve as a director, helping maintain continuity in board oversight.