What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-03-23 compared with 2022-03-17 · 147 added, 154 removed, 487 unchanged (38% of the section changed)

18 unchanged sentences

banking and consumer finance.

Total revenues from the banking segment, which accounted for the majority of the Company’s total revenues, totaled 94.1%, 94.3% and 94.2% of total consolidated revenues for the

years ended December 31, 2021, 2020 and 2019, respectively.

Total revenues from the banking segment, which accounted for the majority of the Company’s total revenues, totaled 94.2% and 94.1% of total consolidated revenues for the years

ended December 31, 2022 and 2021, respectively.

Interested readers can access Ohio Valley’s annual reports

on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), through

Ohio Valley’s Internet website at www.ovbc.com (this uniform resource locator, or URL, is an inactive textual reference only and is not intended to incorporate the information contained on Ohio Valley’s website into this Annual Report on

These reports can be accessed free of charge through a link to The NASDAQ Stock Market, LLC’s website from Ohio Valley’s website as soon as reasonably practicable after Ohio Valley electronically files such materials with, or furnishes

them to, the Securities and Exchange Commission (“SEC”).

Ohio Valley’s Internet website at www.ovbc.com (this uniform resource locator, or URL, is an inactive textual reference only and is not intended to incorporate the information contained on Ohio

Valley’s website into this Annual Report on Form 10-K).

These reports can be accessed free of charge through a link to The NASDAQ Stock Market, LLC’s website from Ohio Valley’s website as soon as reasonably practicable after Ohio Valley

electronically files such materials with, or furnishes them to, the Securities and Exchange Commission (“SEC”).

Business of Ohio Valley

1 unchanged sentence

Act, Ohio Valley’s primary business is community banking.

As of December 31, 2021, Ohio Valley’s consolidated assets approximated to $1,249,769,000, and total shareholders’ equity approximated to $141,356,000.

Ohio Valley is also permitted to engage in certain

non-banking activities, such as securities underwriting and dealing activities, insurance agency and underwriting activities and merchant banking/equity investment activities.

Ohio Valley presently has an insurance agency, Ohio Valley

Financial Services, which is used to facilitate the receipt of commissions on insurance sold by the Bank and Loan Central.

Ohio Valley also has a captive insurance company, OVBC Captive, that is engaged in the business of providing commercial

property and various liability insurance to the Company and related entities.

As of December 31, 2022 and 2021, Ohio Valley’s consolidated assets approximated to $1,210,787,000 and $1,249,769,000, while total shareholders’ equity approximated to $135,028,000

and $141,356,000 for the same periods, respectively.

Ohio Valley’s financial holding company status allows it to

engage in certain non-banking activities, such as securities underwriting and dealing activities, insurance agency and underwriting activities and merchant banking/equity investment activities.

Ohio Valley presently has an insurance agency,

Ohio Valley Financial Services, which is used to facilitate the receipt of commissions on insurance sold by the Bank and Loan Central.

Ohio Valley also has a captive insurance company, OVBC Captive, that is engaged in the business of providing

commercial property and various liability insurance to the Company and related entities.

Management will consider opportunities to engage in additional nonbanking activities as they arise.

3 unchanged sentences

A substantial portion of Ohio Valley’s revenue is derived from cash dividends paid by the Bank.

The Bank presently has sixteen offices

located in Ohio and West Virginia, all but one offer automatic teller machines (“ATMs”).

The Bank presently has seventeen

offices located in Ohio and West Virginia and all but one offer automatic teller machines (“ATMs”).

Twelve of these offices also offer drive-up services.

The Bank accounted for substantially all of Ohio Valley’s consolidated assets at December 31,

2022 and 2021.

The Bank is primarily engaged in commercial and retail banking.

8 unchanged sentences

The Bank’s deposits are insured up to applicable limits by the Federal Deposit Insurance Corporation (“FDIC”).

In addition to originating loans, the Bank invests in

United States government and agency obligations, interest-bearing deposits in other financial institutions, and other investments permitted by applicable law.

The Bank is also a member of the Promontory

Interfinancial Network and participates in their Certificate of Deposit Account Registry program, which provides customers with the ability to secure FDIC insurance on balances in excess of the standard limitations.

In addition to originating loans,

the Bank invests in United States government and agency obligations, interest-bearing deposits in other financial institutions, and other investments permitted by applicable law.

The Bank began offering trust services in 1981.

7 unchanged sentences

Furthermore, the Bank offers other financial management online services, such as cash management and news updates related to repossession auctions, current rates and general bank news.

In January 2020, the Bank began offering Tax Refund Advance Loans (“TALs”) to Loan Central tax customers.

A TAL represents a short-term

loan offered by OVB to tax preparation customers of Loan Central.

The Bank offers Tax Refund Advance Loans (“TALs”) to Loan Central tax customers.

A TAL represents a short-term loan offered by the Bank

to tax preparation customers of Loan Central.

Previously, Loan Central offered and originated tax refund anticipation loans that represented a large composition of its annual earnings.

However, new Ohio laws that became

effective in April 2019 placed numerous restrictions on short-term and small loans extended by certain non-bank lenders in Ohio.

As a result, Loan Central no longer offers the service to its tax preparation customers, but it is able to do so through

After Loan Central prepares a customer’s tax return, the customer is offered the opportunity to have immediate access to a portion of the anticipated tax refund by entering into a TAL with the Bank.

As part of the process, the tax

customer completes a loan application and authorizes the expected tax refund to be deposited with the Bank once it is issued by the IRS.

Once the Bank receives the tax refund, the refund is used to repay the TAL and Loan Central’s tax preparation

fees, then the remainder of the refund is remitted to Loan Central’s tax customer.

However, new Ohio laws that became effective in April 2019

placed numerous restrictions on short-term and small loans extended by certain non-bank lenders in Ohio.

As a result, Loan Central no longer offers the service to its tax preparation customers, but it is able to do so through the Bank.

Central prepares a customer’s tax return, the customer is offered the opportunity to have immediate access to a portion of the anticipated tax refund by entering into a TAL with the Bank.

As part of the process, the tax customer completes a loan

application and authorizes the expected tax refund to be deposited with the Bank once it is issued by the IRS.

Once the Bank receives the tax refund, the refund is used to repay the TAL and Loan Central’s tax preparation fees, then the remainder of

the refund is remitted to Loan Central’s tax customer.

Risk of loss could result with the Bank not receiving a tax refund from the IRS, caused by a number of reasons such as errors in the tax return, tax return fraud, or tax debts not previously

disclosed during the underwriting process.

In April 2021, the Bank formed a subsidiary, Race Day, which serves as an online-only consumer direct mortgage banking company.

was created to help fill the demand for home ownership in areas beyond the Bank’s primary markets, while providing a more convenient and efficient process to its clients that live outside the Bank’s primary market area.

Race Day provides both new

mortgage originations and refinancing of current mortgages.

However, as announced in

February 2023, the Company is taking steps toward closing Race Day.

The decision to start this process was made due to low loan demand, issues retaining personnel, and lack of profitability.

The Company plans to see current loan applications in

progress to completion.

An exact date of closing is anticipated to be set once existing loan applications have been processed.

Business of Loan Central

16 unchanged sentences

Further detail on Ohio Valley Statutory Trust III is located in Ohio Valley’s

2021 Annual Report to Shareholders under “Note J – Subordinated Debentures and Trust Preferred Securities,” in the notes to the Company’s consolidated financial statements for the fiscal year ended December 31, 2021.

2022 Annual Report to Shareholders under “Note J – Subordinated Debentures and Trust Preferred Securities,” in the notes to the Company’s consolidated financial statements for the fiscal year ended December 31, 2022 and 2021.

Financial Information

Financial information regarding the Company as of December 31, 2021 and 2020 and results of operations for the last three fiscal years

Financial information regarding the Company as of December 31, 2022 and 2021 and results of operations for the last two fiscal years

are contained in the Company’s consolidated financial statements for the fiscal year ended December 31, 2022.

Lending Activities

The Company’s loan portfolio decreased $17,473,000 to finish at $831,191,000 in 2021.

The decrease in total loans was primarily due to

payments and payoffs occurring within the Company’s residential real estate portfolio.

The loan portfolio is comprised of commercial (commercial real estate and commercial and industrial), residential real estate and consumer loans, including credit

card and home equity loans.

During 2021, residential real estate loans decreased $31,053,000, or 10.2%, while commercial loans increased $12,181,000, or 3.0%, and consumer loans increased $1,399,000, or 1.1%, as compared to 2020.

The residential

real estate loan portfolio was largely impacted by lower short-term adjustable-rate mortgages and warehouse lending loan balances.

Commercial loan growth was impacted by an increase in new loan originations, partially offset by the payoffs of

Paycheck Protection Program loans during 2021.

The Company’s loan portfolio increased $53,858,000 to finish at $885,049,000 in 2022.

The increase in total loans came primarily from

the Company’s residential real estate portfolio.

The loan portfolio is comprised of commercial (commercial real estate and commercial and industrial), residential real estate and consumer loans, including credit card and home equity loans.

2022, residential real estate loans increased $22,611,000, or 8.2%, while commercial loans increased $16,665,000, or 3.9%, and consumer loans increased $14,582,000, or 10.9%, as compared to 2021.

The residential real estate loan portfolio was largely

impacted by higher warehouse lending and short-term adjustable-rate mortgage loan balances.

Commercial loan growth was impacted by an increase in new loan originations during 2022.

Consumer loan growth was largely impacted by increases in automobile

and home equity lines of credit balances during 2022.

Consolidated interest and fee revenue from loans accounted for 73.16% and 77.14% of total consolidated revenues in 2022 and 2021, respectively.

The Company’s market area for lending is

primarily located in southeastern Ohio and portions of western West Virginia.

The Company believes that there is no significant concentration of

loans to borrowers engaged in the same or similar industries and does not have any loans to foreign entities.

The Company’s market area for lending is primarily

located in southeastern Ohio and portions of western West Virginia.

The Company believes that there is no significant concentration of loans to

borrowers engaged in the same or similar industries and does not have any loans to foreign entities.

Residential Real Estate Loans

13 unchanged sentences

The Company’s market area for real estate lending is primarily located in southeastern Ohio and portions of western West Virginia.

The Bank continues to sell a portion of its new fixed-rate real estate loan originations to the Federal Home Loan Mortgage Corporation (“Freddie Mac”) to enhance customer service and loan pricing.

Secondary market sales of these real estate loans,

which have fixed rates with fifteen- to thirty-year terms, have assisted in meeting the consumer preference for long-term fixed-rate loans as well as minimized the Bank’s exposure to interest rate risk.

Race Day also originates and sells long-term

fixed-rate loans to various brokers using a convenient, online process.

The Bank continues to sell a portion of its new fixed-rate real estate loan originations to the Federal Home Loan Mortgage Corporation to enhance customer service and loan pricing.

Secondary market sales of these real estate loans, which have fixed

rates with fifteen- to thirty-year terms, have assisted in meeting the consumer preference for long-term fixed-rate loans as well as minimized the Bank’s exposure to interest rate risk.

Race Day also originated and sold long-term fixed-rate loans to

various brokers using a convenient, online process during 2022.

However, the Company intends to dissolve this subsidary of the Bank during 2023.

Commercial Loans

15 unchanged sentences

up to $750,000 unsecured, up to $3,000,000 secured, and up to $3,000,000 aggregate.

The Executive Committee of

the Bank’s Board of Directors will review and approve all new commercial loan originations up to the legal lending limit of the Bank.

The Executive Committee of the

Bank’s Board of Directors will review and approve all new commercial loan originations that exceed the Bank’s loan committee thresholds up to the legal lending limit of the Bank.

Consumer Loans

23 unchanged sentences

offered by the Bank during the tax season.

As previously discussed, TALs are short-term, cash advances against a customer's anticipated income tax refund.

Underwriting Standards

18 unchanged sentences

Government, sponsored entity and mortgage-backed securities, as well as obligations of state and political subdivisions.

Revenues from interest and dividends on securities accounted for 4.43%, 4.68% and 5.51% of total consolidated revenues in 2021,

2020 and 2019, respectively.

Revenues from interest and dividends on securities accounted for 6.64% and 4.43% of total consolidated revenues in 2022 and

2021, respectively.

The Company currently does not engage in trading account activity.

24 unchanged sentences

services and the availability and quality of services.

The market area for the Bank is concentrated primarily in the Gallia, Meigs, Jackson, Vinton and Pike Counties of Ohio, as well as the Mason and Cabell Counties of West Virginia.

additional business originates from the surrounding Ohio counties of Lawrence, Scioto, Athens and Ross.

Competition for deposits and loans comes primarily from local banks and savings associations, although some competition is also experienced from

local credit unions and insurance companies.

The market area for the Bank is concentrated primarily in the Gallia, Meigs, Jackson, Vinton, Pike and Lawrence Counties of Ohio, as well as the Mason and Cabell Counties of West Virginia.

additional business originates from the surrounding Ohio counties of Scioto, Athens and Ross.

Competition for deposits and loans comes primarily from local banks and savings associations, although some competition is also experienced from local

credit unions and insurance companies.

The Company also competes with non-financial institutions that offer financial products and services.

Some of the Company’s competitors are not subject to the same level of regulation and oversight that

is required of banks and bank holding companies.

Some of the Company’s competitors are not subject to the same level of regulation and oversight that is

required of banks and bank holding companies.

As a result, some of these competitors may have lower cost structures.

4 unchanged sentences

preparation activities and the Bank’s refund advance activities, the Company’s business is not seasonal, nor is it dependent upon a single or small group of customers.

Race Day permits the Company to compete in select states outside of our core banking markets by using technology to originate and close

mortgage loans.

The loans are sourced from various mortgage rate listing websites and the market is considered highly competitive.

Consumers are sensitive to interest rates and origination fees, which are easily compared on the website.

of loan originations can be impacted by general economic conditions and can be influenced by the level and direction of market interest rates.

Race Day permitted the Company to compete in select states outside of our core banking markets by using technology to originate and

close mortgage loans.

The loans were sourced from various mortgage rate listing websites and the market was considered highly competitive.

Consumers were sensitive to interest rates and origination fees, which were easily compared on the website.

The volume of loan originations could have been impacted by general economic conditions and influenced by the level and direction of market interest rates.

Historically, larger regional institutions, with substantially greater resources, have been generating a growing market presence.

56 unchanged sentences

to insurance agencies, including Ohio Valley Financial Services and OVBC Captive, require education and licensing of individual agents and agencies, require reports and impose business conduct rules.

The Coronavirus Aid, Relief, and Economic Security Act of 2020

In response to the novel COVID-19 pandemic (“COVID-19”), the Coronavirus Aid, Relief, and Economic Security Act of 2020, as amended (the

“CARES Act”), was signed into law on March 27, 2020, to provide national emergency economic relief measures.

Many of the CARES Act’s programs are dependent upon the direct involvement of U.S.

financial institutions, such as Ohio Valley and the Bank,

and have been implemented through rules and guidance adopted by federal departments and agencies, including the U.S.

Department of Treasury, the Federal Reserve Board and other federal banking agencies, including those with direct supervisory

jurisdiction over Ohio Valley and the Bank.

Furthermore, as COVID-19 evolves, federal regulatory authorities continue to issue additional guidance with respect to the implementation, lifecycle, and eligibility requirements for the various CARES Act

programs as well as industry-specific recovery procedures for COVID-19.

In addition, it is possible that Congress will enact supplementary COVID-19 response legislation, including amendments to the CARES Act or new bills comparable in scope to the

For example, on December 27, 2020, the Consolidated Appropriations Act (the “CAA”) was signed into law, which, among other things, allowed certain banks to temporarily postpone implementation of the current expected credit loss (“CECL”)

model (accounting standard), which is described below.

Ohio Valley is continuing to assess the impact of the CARES Act and other statues, regulations and supervisory guidance related to COVID-19.

The CARES Act amended the loan program of the Small Business Administration (the “SBA”), in which the Bank participates, to create a

guaranteed, unsecured loan program, the Paycheck Protection Program (the “PPP”), to fund operational costs of eligible businesses, organizations and self-employed persons during COVID-19.

In June 2020, the Paycheck Protection Program Flexibility Act

was enacted, which, among other things, gave borrowers additional time and flexibility to use PPP loan proceeds.

After previously being extended by Congress, the application deadline for PPP loans expired on May 31, 2021.

As a participating lender in

the PPP, the Bank continues to monitor legislative, regulatory, and supervisory developments related thereto.

On September 29, 2020, the federal bank regulatory agencies issued a final rule that neutralizes the regulatory capital and liquidity

coverage ratio effects of participating in certain COVID-19 liquidity facilities due to the fact there is no credit or market risk in association with exposures pledged to such facilities.

As a result, the final rule supports the flow of credit to

households and businesses affected by COVID-19.

Economic Growth, Regulatory Relief and Consumer Protection Act

16 unchanged sentences

Consumer Protection Laws and Regulations

Banks are subject to regular examination to ensure compliance with federal statutes and regulations applicable to their

business, including consumer protection statutes and implementing regulations.

Banks are subject to regular examination to ensure compliance with federal statutes and regulations applicable to their business,

including consumer protection statutes and implementing regulations.

The Dodd-Frank Act established the CFPB, which has extensive regulatory and enforcement powers over consumer financial products and services.

The CFPB has adopted

numerous rules with respect to consumer protection laws and has commenced related enforcement actions.

The CFPB has adopted numerous rules

with respect to consumer protection laws and has commenced related enforcement actions.

The following are just a few of the consumer protection laws applicable to the Bank:

Community Reinvestment Act of 1977:

imposes a continuing and affirmative obligation to fulfill the credit

needs of its entire community, including low- and moderate-income neighborhoods.

imposes a continuing and affirmative obligation to fulfill the credit needs of its

entire community, including low- and moderate-income neighborhoods.

Equal Credit Opportunity Act:

prohibits discrimination in any credit transaction on the basis of any of

various criteria.

prohibits discrimination in any credit transaction on the basis of any of various criteria.

Truth in Lending Act:

requires that credit terms are disclosed in a manner that permits a consumer to

understand and compare credit terms more readily and knowledgeably.

requires that credit terms are disclosed in a manner that permits a consumer to understand and compare

credit terms more readily and knowledgeably.

Fair Housing Act:

makes it unlawful for a lender to discriminate in its housing-related lending activities

against any person on the basis of any of certain criteria.

makes it unlawful for a lender to discriminate in its housing-related lending activities against any

person on the basis of any of certain criteria.

Home Mortgage Disclosure Act:

requires financial institutions to collect data that enables regulatory

agencies to determine whether the financial institutions are serving the housing credit needs of the communities in which they are located.

requires financial institutions to collect data that enables regulatory agencies to determine

whether the financial institutions are serving the housing credit needs of the communities in which they are located.

Real Estate Settlement Procedures Act:

requires that lenders provide borrowers with disclosures regarding

the nature and cost of real estate settlements and prohibits abusive practices that increase borrowers’ costs.

requires that lenders provide borrowers with disclosures regarding the nature and

cost of real estate settlements and prohibits abusive practices that increase borrowers’ costs.

Privacy provisions of the Gramm-Leach-Bliley Act:

requires financial institutions to establish policies and

procedures to restrict the sharing of non-public customer data with non-affiliated parties and to protect customer information from unauthorized access.

The banking regulators also use their authority under the Federal Trade Commission Act to take

supervisory or enforcement action with respect to unfair or deceptive acts or practices by banks that may not necessarily fall within the scope of specific banking or consumer finance law.

requires financial institutions to establish policies and procedures to

restrict the sharing of non-public customer data with non-affiliated parties and to protect customer information from unauthorized access.

The banking regulators also use their authority under the Federal Trade Commission Act to take supervisory or

enforcement action with respect to unfair or deceptive acts or practices by banks that may not necessarily fall within the scope of specific banking or consumer finance law.

On July 22, 2020, the CFPB issued a final small dollar loan rule related to payday, vehicle title and certain high

6 unchanged sentences

and (iv) establish related definitions, reporting, and recordkeeping requirements.

compliance date of the Small Dollar Rule is June 13, 2022.

Further, the federal bank regulatory agencies issued interagency guidance on May 20, 2020, to encourage banks, savings

associations, and credit unions to offer responsible small-dollar loans to customers for consumer and small business purposes.

The Small Dollar Rule did not have a material effect on Ohio Valley’s financial condition or results of operations on a

consolidated basis in 2021.

compliance date of the Small Dollar Rule was June 13, 2022.

Further, the federal bank regulatory agencies issued interagency guidance on May 20, 2020, to encourage banks, savings associations, and

credit unions to offer responsible small-dollar loans to customers for consumer and small business purposes.

The Small Dollar Rule did not have a material effect on Ohio Valley’s financial condition or results of operations on a consolidated basis in

2022 and 2021.

Capital Requirements

12 unchanged sentences

capital phased in from January 1, 2016, through January 1, 2019, and most deductions from common equity tier 1 capital phased in from January 1, 2015, through January 1, 2019.

The rules include (i) a minimum common equity tier 1 capital ratio of 4.5%, (ii) a minimum tier 1 capital ratio of 6.0%, (iii) a minimum

total risk-based capital ratio of 8.0%, and (iv) a minimum tier 1 leverage ratio of 4.0%.

The Basel III Capital Rules include (i) a minimum common equity tier 1 capital ratio of 4.5%, (ii) a minimum tier 1 capital ratio of

6.0%, (iii) a minimum total risk-based capital ratio of 8.0%, and (iv) a minimum tier 1 leverage ratio of 4.0%.

Common equity for the common equity tier 1 capital ratio includes common stock (plus related surplus) and retained earnings, plus

86 unchanged sentences

institution if it finds that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC or other regulatory agency.

The FDIC assesses a quarterly deposit insurance premium on each insured institution based on risk characteristics of the institution and

may also impose special assessments in emergency situations.

The premiums fund the DIF.

Pursuant to the Dodd-Frank Act, the FDIC has established 2.0% as the designated reserve ratio (“DRR”), which is the amount in the DIF as a percentage of all DIF

insured deposits.

In March 2016, the FDIC adopted final rules designed to meet the statutory minimum DRR of 1.35% by September 30, 2020, the deadline imposed by the Dodd-Frank Act.

The Dodd-Frank Act requires the FDIC to offset the effect on

institutions with assets of less than $10 billion of the increase in the statutory minimum DRR to 1.35% from the former statutory minimum of 1.15%.

Although the FDIC’s rules reduced assessment rates on all banks, they imposed a surcharge on banks

with assets of $10 billion or more to be paid until the DRR reached 1.35%.

The DRR reached 1.35% on September 30, 2018.

The rules further changed the method of determining risk-based assessment rates for established banks with less than $10 billion

in assets to better ensure that banks taking on greater risks pay more for deposit insurance than banks that take on less risk.

The rules also provide assessment credits to banks with assets of less than $10 billion for the portion of their

assessments that contributed to the increase of the DRR to 1.35%.

On June 30, 2019, the DRR reached 1.40%, and the FDIC applied small bank assessment credits to quarterly assessment invoices, beginning with the second quarter assessment payable in

September 2019.

On June 30, 2020, the DRR fell below the statutory minimum DRR to 1.30%.

As a result, the FDIC adopted a restoration plan requiring the restoration of the DRR to 1.35% by September 30, 2028, within eight years of plan establishment.

This restoration plan maintains the scheduled assessment rates for all insured institutions.

The DRR was 1.27% on September 30, 2021.

The FDIA requires the FDIC's Board of Directors to set a target or Designated Reserve Ratio (“DRR”) for the DIF

The DRR is the total of the DIF divided by the total estimated insured deposits of the industry.

Under the long-range plan, the FDIC set the DRR at 2.0% and set a schedule of assessment rates that would progressively decrease when the DRR

reached 2.0% and 2.5%.

The FDIC views the 2.0% DRR as a long-term goal and the minimum level needed to withstand future crises of the magnitude of past crises.

Extraordinary growth in insured deposits during the first and second quarters of 2020

caused the DRR to decline below the statutory minimum of 1.35% as of June 30, 2020.

In September 2020, the FDIC Board of Directors adopted a restoration plan to restore the DRR to at least 1.35% by 2028, absent extraordinary circumstances, as

required by the FDIA.

The restoration plan maintained the assessment rate schedules in place at the time and required the FDIC to update its analysis and projections for the DIF balance and DRR at least semiannually.

In the semiannual update for the

restoration plan in June 2022, the FDIC projected that the DRR was at risk of not reaching the statutory minimum of 1.35% by September 30, 2028, the statutory deadline to restore the DRR.

Based on this update, the FDIC Board approved an amended

restoration plan, and concurrently proposed an increase in initial base deposit insurance assessment rate schedules uniformly by two basis points, applicable to all insured depository institutions.

In October 2022, the FDIC Board finalized the

increase with an effective date of January 1, 2023, applicable to the first quarterly assessment period of 2023.

The revised assessment rate schedules are intended to increase the likelihood that the DRR reaches the statutory minimum level of 1.35%

by September 30, 2028.

Insurance of deposits may be terminated by the FDIC upon a finding that the insured institution has engaged in unsafe or unsound

7 unchanged sentences

Depository institutions are periodically examined for compliance with the CRA.

As of its most recent evaluation, the Bank was assigned an overall CRA rating of “Satisfactory.”

As of its most recent evaluation, the Bank was assigned an overall CRA rating of “Outstanding.”

Customer Privacy Protections

30 unchanged sentences

These SEC guidelines, and any other regulatory guidance, are in addition to notification and disclosure requirements under state and federal banking law and regulations.

In November 2021, federal banking agencies issued a final rule requiring banking organizations that experience a computer-security

incident to notify certain entities.

A computer-security incident occurs when actual or potential harm to the confidentiality, integrity, or availability of information or an information system occurs, or there is a violation or imminent threat of a

violation to banking security policies and procedures.

The affected bank must notify its respective federal regulator of the computer-security incident as soon as possible and no later than 36 hours after the bank determines a computer-security

incident has occurred.

These notifications are intended to promote early awareness of threats to banking organizations and will help banks react to those threats before they manifest into bigger incidents.

This rule also requires bank service

providers to notify its customers of a computer-security incident.

In November 2021, federal banking agencies issued a final rule that became effective in May 2022 requiring banking organizations that

experience a cybersecurity incident to notify certain entities.

A cybersecurity incident occurs when actual or potential harm to the confidentiality, integrity, or availability of information or an information system occurs, or there is a violation

or imminent threat of a violation to banking security policies and procedures.

The affected bank must notify its respective federal regulator of the cybersecurity incident as soon as possible and no later than 36 hours after the bank determines a

cybersecurity incident that rises to the level of a notification incident has occurred.

These notifications are intended to promote early awareness of threats to banking organizations and will help banks react to those threats before they manifest

into larger incidents.

This rule also requires bank service providers to notify their bank organization customers of a cybersecurity incident that has caused, or is reasonably likely to cause, a material service disruption or degradation for four or

Furthermore, once final rules are adopted, the Cyber Incident Reporting for Critical Infrastructure Act, enacted in March 2022, will

require certain covered entities to report a covered cyber incident to the U.S.

Department of Homeland Security’s Cybersecurity & Infrastructure Security Agency (“CISA”) within 72 hours after it reasonably believes an incident has occurred.

Separate reporting to CISA will also be required within 24 hours, if a ransom payment is made as a result of a ransomware attack.

State regulators have also been increasingly active in implementing privacy and cybersecurity standards and regulations.

16 unchanged sentences

products and services by us and our customers.

Executive and Incentive Compensation

Public companies will be required, once stock exchanges adopt additional listing requirements under the Dodd-Frank Act and rules adopted

by the SEC in October 2022, to adopt and implement “clawback” procedures policies for incentive compensation payments and to disclose the details of the procedures which allow recovery of incentive compensation that was paid on the basis of erroneous

financial information necessitating an accounting restatement due to material noncompliance with financial reporting requirements.

This clawback policy is intended to apply to compensation paid within the three completed fiscal years immediately

preceding the date the issuer is required to prepare a restatement a three-year look-back window of the restatement and would cover all executives (including former executives) who received incentive awards.

As of December 31, 2022, Ohio Valley and its subsidiaries had approximately 284 employees and officers and 275 full-time equivalent

19 unchanged sentences

DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS’ EQUITY;

INTEREST RATES AND INTEREST DIFFERENTIAL

INTEREST RATES AND INTEREST

The average balance sheet information and the related analysis of net interest earnings for the years

ended December 31, 2021, 2020 and 2019 are incorporated herein by reference to the information appearing under the caption “Table I – Consolidated Average Balance Sheet & Analysis of Net Interest Income,” within “Management’s Discussion and

Analysis of Financial Condition and Results of Operations” located in Ohio Valley’s 2021 Annual Report to Shareholders.

ended December 31, 2022 and 2021 are incorporated herein by reference to the information appearing under the caption “Table I – Consolidated Average Balance Sheet & Analysis of Net Interest Income,” within “Management’s Discussion and Analysis of

Financial Condition and Results of Operations” located in Ohio Valley’s 2022 Annual Report to Shareholders.

Tables setting forth the effect of volume and rate changes on interest income and expense for the years ended December 31, 2022 and 2021 are incorporated herein by

2 unchanged sentences

INVESTMENT PORTFOLIO

Information required by this item is incorporated herein by

reference to the information appearing under the caption “Table III - Securities,” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located in Ohio Valley’s 2021 Annual Report to Shareholders

Information r equired

by this item is incorporated herein by reference to the information appearing under the caption “Table III - Securities,” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located in Ohio Valley’s

2022 Annual Report to Shareholders

Excluding obligations of the United States Government and its agencies, no concentration of securities exists of any issuer that is greater than 10% of shareholders’

21 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business