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

Date of Report (Date of Earliest Event Reported): April 28, 2026


OHIO VALLEY BANC CORP.
(Exact Name of Registrant as Specified in Its Charter)


000-20914
(Commission File Number)

Ohio
31-1359191
(State or Other Jurisdiction of Incorporation)
(I.R.S. Employer Identification No.)

420 THIRD AVENUE, PO BOX 240
GALLIPOLIS, Ohio 45631
(Address of principal executive offices, including zip code)

(740) 446-2631
(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)

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 Shares, without par value

OVBC

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

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. ☐





Section 2 – Financial Information

Item 2.02.  Results of Operations and Financial Condition

GALLIPOLIS, Ohio - Ohio Valley Banc Corp. [Nasdaq: OVBC] (the “Company”) reported consolidated net income for the quarter ended March 31, 2026, of $4,297,000, a decrease of $109,000, or 2.5%, from the same period during the prior year. Earnings per share for the first quarter of 2026 were $.91, compared to $.94 for the first quarter of 2025. Return on average assets and return on average equity were 1.08% and 10.17%, respectively, for the first quarter of 2026, versus 1.20% and 11.82%, respectively, for the same period the prior year.

Ohio Valley Banc Corp. President and CEO, Larry Miller stated, “Our core performance remained strong, highlighted by double-digit growth in net interest income, margin expansion, and continued loan growth in our targeted commercial markets. While earnings were modestly lower, we continue to invest in our people, technology, and franchise for long-term, sustainable performance.”

For the first quarter of 2026, net interest income increased $1,748,000, or 13.3%, from the first quarter of 2025. The increase was related to the increase in both average earning assets and the net interest margin. For the first quarter of 2026, average earning assets increased $121 million from the same period last year, led by the $146 million growth in average loans, which was partially offset by the decreases in average securities of $15 million and average balances maintained at the Federal Reserve of $11 million. The growth in average loans occurred primarily within the targeted commercial lending segments.

For the first quarter of 2026, the net interest margin was 4.01%, an increase from 3.85% for the first quarter of 2025. The increase in the net interest margin was related to the yield on earning assets increasing more than the cost of funding sources. The yield on earning assets improved primarily in relation to the strong growth in higher yielding loans, which now comprise a larger percentage of earning assets.

For the three months ended March 31, 2026, the provision for credit loss expense was $1,622,000, an increase of $1,206,000 from the first quarter of 2025. The provision for credit loss expense for the first quarter of 2026 was primarily related to the specific allocation of $2,031,000 on two collateral dependent loans. Additional reserves were required for net charge-offs of $278,000 and the $19 million increase in loans since December 31, 2025. These increases in reserves were partially offset by a decrease in certain qualitative risk factors. The ratio of nonperforming loans to total loans was 1.64% at March 31, 2026, compared to 1.40% at December 31, 2025 and .48% at March 31, 2025. The increase in nonperforming loans was primarily related to three commercial loans being placed on nonaccrual status since March 31, 2025. Two of the loans required the specific allocation that was previously mentioned and one of the loans was deemed adequately collateralized. The allowance for credit losses was 1.07% of total loans at March 31, 2026, compared to .96% at December 31, 2025 and .97% at March 31, 2025.

Noninterest income totaled $3,288,000 for the first quarter of 2026, a decrease of $358,000 from the same period last year. The decrease was primarily related to the $540,000 decrease in electronic refund check and deposit fees due to the expiration of a tax processing agreement with a third party. This decrease was partially offset by a $138,000 increase in income from bank owned life insurance due to the receipt of life insurance proceeds and to the $86,000 increase in debit and credit card interchange income.

 Noninterest expense totaled $11,301,000 for the first quarter of 2026, an increase of $483,000 from the same period last year. The Company’s largest noninterest expense, salaries and employee benefits, increased $335,000, or 5.6%, from the first quarter of 2025. The increase was primarily related to annual merit increases and to health insurance premiums. For the three months ended March 31, 2026, software expense increased $132,000 from the same period last year. The increase was primarily related to an investment in software to enhance internal processes. Also contributing to higher noninterest expense for the first quarter of 2026 was a $58,000 increase in FDIC insurance expense, as compared to the same period last year. The increase was related to a higher assessment base due to growth in assets and to an increase in the assessment rate in relation to higher nonperforming loans.

The Company’s total assets at March 31, 2026 were $1.678 billion, an increase of $95 million from December 31, 2025. The increase in assets was primarily the result of a $78 million increase in balances maintained at the Federal Reserve and a $19 million increase in total loans. At March 31, 2026, total deposits increased $94 million from year end 2025, which occurred primarily within time deposits. Total shareholders’ equity increased $1.0 million from year end 2025. This was primarily from year-to-date net income of $4.3 million, partially offset by a decrease in accumulated other comprehensive income of $2.2 million and cash dividends paid of $1.1 million.

Ohio Valley Banc Corp. common stock is traded on the NASDAQ Global Market under the symbol OVBC. The holding company owns The Ohio Valley Bank Company with 18 offices in Ohio and West Virginia, and Loan Central, Inc. with six consumer finance offices in Ohio. Learn more about Ohio Valley Banc Corp. at www.ovbc.com.

Caution Regarding Forward-Looking Information

Certain statements contained in this earnings release that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believes,” “anticipates,” “expects,” “appears,” “intends,” “targeted” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying those statements. Forward-looking statements involve risks and uncertainties. Actual results may differ materially from those predicted by the forward-looking statements because of various factors and possible events, including: (i) changes in political, economic or other factors, such as inflation rates, recessionary or expansive trends, taxes, the effects of implementation of federal legislation with respect to taxes, tariffs and government spending and the continuing economic uncertainty in various parts of the world; (ii) competitive pressures;  (iii) fluctuations in interest rates; (iv) the level of defaults and prepayment on loans made by the Company; (v) unanticipated litigation, claims, or assessments; (vi) fluctuations in the cost of obtaining funds to make loans; (vii) regulatory changes; and (viii) other factors that may be described in the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission from time to time. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made to reflect unanticipated events.




OHIO VALLEY BANC CORP - Financial Highlights (Unaudited)
       
             
   
Three months ended
 
   
March 31,
 
   
2026
   
2025
 
PER SHARE DATA
           
  Earnings per share
 
$
0.91
   
$
0.94
 
  Dividends per share
 
$
0.23
   
$
0.22
 
  Book value per share
 
$
36.36
   
$
33.05
 
  Dividend payout ratio (a)
   
25.22
%
   
23.52
%
  Weighted average shares outstanding
   
4,711,001
     
4,711,001
 
                 
DIVIDEND REINVESTMENT (in 000's)
               
  Dividends reinvested under
               
     employee stock ownership plan (b)
 
$
206
   
$
195
 
  Dividends reinvested under
               
     dividend reinvestment plan (c)
 
$
314
   
$
382
 
                 
PERFORMANCE RATIOS
               
  Return on average equity
   
10.17
%
   
11.82
%
  Return on average assets
   
1.08
%
   
1.20
%
  Net interest margin (d)
   
4.01
%
   
3.85
%
  Efficiency ratio (e)
   
61.72
%
   
63.95
%
  Average earning assets (in 000's)
 
$
1,518,144
   
$
1,397,458
 
                 
(a) Total dividends paid as a percentage of net income.
               
(b) Shares may be purchased from OVBC and on secondary market.
               
(c) Shares may be purchased from OVBC and on secondary market.
               
(d) Fully tax-equivalent net interest income as a percentage of average earning assets.
         
(e) Noninterest expense as a percentage of fully tax-equivalent net interest income plus noninterest income.
 
                 
OHIO VALLEY BANC CORP - Consolidated Statements of Income (Unaudited)
 
   
Three months ended
 
(in $000's)
 
March 31,
 
     
2026
     
2025
 
Interest income:
               
     Interest and fees on loans
 
$
19,404
   
$
16,695
 
     Interest and dividends on securities
   
2,489
     
2,279
 
     Interest on interest-bearing deposits with banks
   
582
     
826
 
          Total interest income
   
22,475
     
19,800
 
Interest expense:
               
     Deposits
   
7,031
     
6,133
 
     Borrowings
   
556
     
527
 
          Total interest expense
   
7,587
     
6,660
 
Net interest income
   
14,888
     
13,140
 
Provision for credit losses
   
1,622
     
416
 
Noninterest income:
               
     Service charges on deposit accounts
   
745
     
720
 
     Trust fees
   
92
     
103
 
     Income from bank owned life insurance and
               
       annuity assets
   
378
     
240
 
     Mortgage banking income
   
37
     
37
 
     Electronic refund check/deposit fees
   
0
     
540
 
     Debit / credit card interchange income
   
1,235
     
1,149
 
     Tax preparation fees
   
608
     
596
 
     Other
   
193
     
261
 
          Total noninterest income
   
3,288
     
3,646
 
Noninterest expense:
               
     Salaries and employee benefits
   
6,347
     
6,012
 
     Occupancy
   
524
     
521
 
     Furniture and equipment
   
318
     
350
 
     Professional fees
   
473
     
500
 
     Marketing expense
   
280
     
279
 
     FDIC insurance
   
241
     
183
 
     Data processing
   
911
     
925
 
     Software
   
673
     
541
 
     Other
   
1,534
     
1,507
 
          Total noninterest expense
   
11,301
     
10,818
 
Income before income taxes
   
5,253
     
5,552
 
Income taxes
   
956
     
1,146
 
NET INCOME
 
$
4,297
   
$
4,406
 



OHIO VALLEY BANC CORP - Consolidated Balance Sheets (Unaudited)
       
             
(in $000's, except share data)
 
March 31,
   
December 31,
 
   
2026
   
2025
 
ASSETS
           
Cash and noninterest-bearing deposits with banks
 
$
16,255
   
$
14,845
 
Interest-bearing deposits with banks
   
109,072
     
31,052
 
     Total cash and cash equivalents
   
125,327
     
45,897
 
Securities available for sale
   
251,439
     
253,906
 
Securities held to maturity, net of allowance for credit losses of $1 in 2026 and 2025
   
5,435
     
5,452
 
Restricted investments in bank stocks
   
5,258
     
5,258
 
Total loans
   
1,214,814
     
1,196,018
 
  Less:  Allowance for credit losses
   
(12,943
)
   
(11,519
)
     Net loans
   
1,201,871
     
1,184,499
 
Premises and equipment, net
   
20,501
     
20,509
 
Premises and equipment held for sale, net
   
395
     
400
 
Accrued interest receivable
   
5,535
     
5,476
 
Goodwill
   
7,319
     
7,319
 
Bank owned life insurance and annuity assets
   
42,606
     
43,305
 
Operating lease right-of-use asset, net
   
876
     
923
 
Deferred tax assets
   
6,252
     
5,621
 
Other assets
   
4,688
     
4,089
 
          Total assets
 
$
1,677,502
   
$
1,582,654
 
                 
LIABILITIES
               
Noninterest-bearing deposits
 
$
332,760
   
$
314,131
 
Interest-bearing deposits
   
1,090,914
     
1,015,536
 
     Total deposits
   
1,423,674
     
1,329,667
 
Other borrowed funds
   
43,529
     
44,848
 
Subordinated debentures
   
8,500
     
8,500
 
Operating lease liability
   
876
     
923
 
Allowance for credit losses on off-balance sheet commitments
   
791
     
871
 
Other liabilities
   
28,852
     
27,588
 
          Total liabilities
   
1,506,222
     
1,412,397
 
                 
SHAREHOLDERS' EQUITY
               
Common stock ($1.00 stated value per share, 10,000,000 shares authorized;
 
  5,490,995 shares issued)
   
5,491
     
5,491
 
Additional paid-in capital
   
52,321
     
52,321
 
Retained earnings
   
136,220
     
133,007
 
Accumulated other comprehensive income (loss)
   
(4,059
)
   
(1,869
)
Treasury stock, at cost (779,994 shares)
   
(18,693
)
   
(18,693
)
          Total shareholders' equity
   
171,280
     
170,257
 
               Total liabilities and shareholders' equity
 
$
1,677,502
   
$
1,582,654
 




SIGNATURES

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 thereunto duly authorized.




     
OHIO VALLEY BANC CORP.
 
Date:
April 28, 2026
By:
/s/Larry E. Miller, II
     
Larry E. Miller, II
President and Chief Executive Officer