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Item 9A. Controls and Procedures

2025-03-14 compared with 2024-03-15 · 77 added, 61 removed, 179 unchanged (44% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

With the participation of the President and Chief Executive Officer (the principal executive officer) and the Senior Vice President

and Chief Financial Officer (the principal financial officer) of Ohio Valley, Ohio Valley’s management has evaluated the effectiveness of Ohio Valley’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of

the end of the period covered by this Annual Report on Form 10-K.

Based on that evaluation, the President and Chief Executive Officer and Senior

Vice President and Chief Financial Officer have concluded that Ohio Valley’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of December 31, 2023, in

ensuring that the information required to be disclosed by Ohio Valley in the reports that Ohio Valley files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in

SEC rules and forms and were operating in an effective manner to ensure that such information is accumulated and communicated to our management, including our President and Chief Executive Officer and Senior Vice President and Chief Financial

Officer, as appropriate to allow timely decisions regarding required disclosure.

With the participation of the President and Chief Executive Officer (the principal executive officer) and the Senior Vice President and

Chief Financial Officer (the principal financial officer) of Ohio Valley, Ohio Valley's management has evaluated the effectiveness of Ohio Valley's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end

of the period covered by this Annual Report on Form 10-K.

Based on that evaluation, the President and Chief Executive Officer and Senior Vice

President and Chief Financial Officer have concluded that Ohio Valley’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of December 31, 2024, in ensuring

that the information required to be disclosed by Ohio Valley in the reports that Ohio Valley files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and

forms and were operating in an effective manner to ensure that such information is accumulated and communicated to our management, including our President and Chief Executive Officer and Senior Vice President and Chief Financial Officer, as

appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

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Election of Directors,” and “Compensation of Executive Officers and Directors” of the 2025 Proxy Statement.

The Board of Directors of Ohio Valley has adopted a Code of Ethics covering the directors, officers and employees of Ohio Valley and

its affiliates, including, without limitation, the principal executive officer, the principal financial officer and the principal accounting officer of Ohio Valley.

The Board of Directors of Ohio Valley has adopted a Code of Ethics covering the directors, officers and employees of Ohio Valley and its

affiliates, including, without limitation, the principal executive officer, the principal financial officer and the principal accounting officer of Ohio Valley.

The Code of Ethics is posted on Ohio Valley’s website at www.ovbc.com.

to the Code of Ethics and waivers of the provisions of the Code of Ethics will also be posted on Ohio Valley’s website.

Amendments to

the Code of Ethics and waivers of the provisions of the Code of Ethics will also be posted on Ohio Valley’s website.

Interested persons may obtain copies of the Code of Ethics without charge by writing to Ohio Valley Banc Corp., Attention:

Shepherd, Secretary, 420 Third Avenue, Gallipolis, Ohio 45631.

The Board of Directors of Ohio Valley has adopted an Insider Trading Policy, which is attached hereto as Exhibit 19 and is titled

“Ohio Valley Banc Corp.

The Board of Directors of Ohio Valley has adopted an Insider Trading Policy, which is attached hereto as Exhibit 19 and is titled “Ohio

Valley Banc Corp.

Insider Trading Policy.”

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ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required under this Item 13 by Item 404 and Item 407(a) of SEC Regulation S-K is incorporated herein by reference to

the information presented under the captions “Certain Relationships and Related Transactions” and “Proxy Item 1:

The information required under this Item 13 by Item 404 and Item 407(a) of SEC Regulation S-K is incorporated herein by reference to the

information presented under the captions “Certain Relationships and Related Transactions” and “Proxy Item 1:

Election of Directors” of the 2025 Proxy Statement.

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ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(1) Financial Statements

(1) Financial

The following consolidated financial statements of Ohio Valley appear in the 2024 Annual Report to Shareholders, Exhibit 13, and are specifically incorporated herein by reference under Item 8 of this Form 10-K:

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Auditor Name:

Plante & Moran, PLLC

Auditor Location:

1 unchanged sentence

PCAOB Number:

(2) Financial Statement Schedules

Financial statement schedules are omitted as they are not required or are not applicable, or the required information is included

in the financial statements.

Auditor Name:

Auditor Location:

Cleveland, Ohio

PCAOB Number:

(2) Financial

Statement Schedules

Financial statement schedules are omitted as they are not required or are not applicable, or the required information is included in

the financial statements.

Reference is made to the Exhibit Index beginning on page 34 of this Form 10-K.

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Exhibit Description

Amended Articles of Incorporation of Ohio Valley (reflects amendments through April 7, 1999) [for SEC reporting compliance only - - not filed with the Ohio Secretary

Amended Articles of Incorporation of Ohio Valley (reflects amendments through April 7, 1999) [for SEC reporting compliance only - - not filed with the Ohio Secretary of State]:

Incorporated herein by reference to Exhibit 3(a) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2007 (File No.

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Incorporated herein by reference to Exhibit 4.2 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2019

2019 (File No.

The Ohio Valley Bank Company Executive Group Life Split Dollar Plan Agreement, dated December 31, 2011, between Thomas E.

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Incorporated herein by reference to Exhibit 10.1 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2015 (File No.

Schedule A to Exhibit 10.1 identifying other identical Executive Group Life Split Dollar Agreements between The Ohio Valley Bank Company and certain executive officers of Ohio Valley Banc

Schedule A to Exhibit 10.1 identifying other identical Executive Group Life Split Dollar Agreements between The Ohio Valley Bank Company and certain executive officers of Ohio Valley Banc Corp.:

Incorporated herein by reference to Exhibit 10.2 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2020 (File No.

The Ohio Valley Bank Company Third Amended and Restated Director Retirement Agreement, dated December 18, 2012, between Thomas E.

and The Ohio Valley Bank Company:

Wiseman and The Ohio Valley Bank

Incorporated herein by reference to Exhibit 10.3(a) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2020 (File No.

3 unchanged sentences

Miller and The Ohio Valley Bank Company:

herein by reference to Exhibit 10.4 to Ohio Valley’s Current Report on Form 8-K filed on January 26, 2016 (File No.

Incorporated herein

by reference to Exhibit 10.4 to Ohio Valley’s Current Report on Form 8-K filed on January 26, 2016 (File No.

Exhibit Number

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Amendment to the The Ohio Valley Bank Company Second Amended and Restated Director Deferred Fee Agreement, dated November 17, 2022, between Thomas E.

The Ohio Valley Bank Company:

Wiseman and The

Ohio Valley Bank Company:

Incorporated herein by reference to Exhibit 10.5(b) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2022 (File No.

Schedule A to Exhibit 10.5(a) identifying other identical Second Amended and Restated Director Deferred Fee Agreements between The Ohio Valley Bank Company and

directors of Ohio Valley Banc Corp.:

Schedule A to Exhibit 10.5(a) identifying other identical Second Amended and Restated Director Deferred Fee Agreements between The Ohio Valley Bank Company and directors

of Ohio Valley Banc Corp.:

Incorporated herein by reference to Exhibit 10.5(b) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2021 (File No.

Schedule A to Exhibit 10.5(b) identifying other identical Amendment to The Ohio Valley Bank Company Second Amended and Restated Director Deferred Fee Agreement

between The Ohio Valley Bank Company and directors of Ohio Valley Banc Corp.:

Schedule A to Exhibit 10.5(b) identifying other identical Amendment to The Ohio Valley Bank Company Second Amended and Restated Director Deferred Fee Agreement between

The Ohio Valley Bank Company and directors of Ohio Valley Banc Corp.:

Incorporated herein by reference to Exhibit 10.5(d) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2022 (File No.

2 unchanged sentences

Incorporated herein by reference to Exhibit 10.7(a) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2020 (File No.

First Amendment to The Ohio Valley Bank Company Executive

Deferred Compensation Agreement, dated January 26, 2016:

Incorporated herein by reference to Exhibit 10.2 to Ohio Valley’s Current Report on Form 8-K filed on January 26, 2016 (File No.

First Amendment to The Ohio Valley Bank Company Executive Deferred Compensation Agreement, dated January 26, 2016:

Incorporated herein by reference to Exhibit 10.2 to

Ohio Valley’s Current Report on Form 8-K filed on January 26, 2016 (File No.

Amendment to The Ohio Valley Bank Company Executive Deferred Compensation Agreement, dated November 17, 2022, between Thomas E.

Wiseman and the Ohio Valley Bank

Wiseman and the Ohio Valley Bank Company:

Incorporated herein by reference to Exhibit 10.6(c) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2022 (File No.

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herein by reference to Exhibit 10.1 to Ohio Valley’s Current Report on Form 8-K filed on January 26, 2016 (File No.

Schedule A to Exhibit 10.6(a) identifying other identical Executive Deferred Compensation Agreements between The Ohio Valley Bank Company and executive officers of

Ohio Valley Banc Corp.:

Schedule A to Exhibit 10.6(a) identifying other identical Executive Deferred Compensation Agreements between The Ohio Valley Bank Company and executive officers of Ohio

Valley Banc Corp.:

Incorporated herein by reference to Exhibit 10.7(d) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2020 (File No.

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Incorporated herein by reference to Exhibit 10.7(e) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2020 (File No.

Schedule A to Exhibit Exhibit 10.6(c) identifying other identical Amendment to the Ohio Valley Bank Company Executive Deferred Compensation Agreement between The

Ohio Valley Bank Company and named executive officers of Ohio Valley Banc Corp.:

Schedule A to Exhibit Exhibit 10.6(c) identifying other identical Amendment to the Ohio Valley Bank Company Executive Deferred Compensation Agreement between The Ohio

Valley Bank Company and named executive officers of Ohio Valley Banc Corp.:

Incorporated herein by reference to Exhibit 10.6(g) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2022 (File No.

1 unchanged sentence

Filed herewith.

of Bonus Program of Ohio Valley Banc Corp.

Bonus Program of Ohio Valley Banc Corp.:

Filed herewith.

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The Ohio Valley Bank Company Fourth Amended and Restated Director Retirement Agreement, dated May 13, 2015, between Brent A.

Saunders and The Ohio Valley Bank

Saunders and The Ohio Valley Bank Company:

Incorporated herein by reference to Exhibit 10.11 to Ohio Valley’s Quarterly Report on Form 10-Q for period ended September 30, 2015 (File No.

Schedule A to Exhibit 10.10 identifying other identical Fourth Amended and Restated Director Retirement Agreements between The Ohio Valley Bank Company and directors

of Ohio Valley Banc Corp.:

Schedule A to Exhibit 10.10 identifying other identical Fourth Amended and Restated Director Retirement Agreements between The Ohio Valley Bank Company and directors of

Ohio Valley Banc Corp.:

Incorporated herein by reference to Exhibit 10.12 to Ohio Valley’s Quarterly Report on Form 10-Q for period ended September 30, 2015 (File No.

2 unchanged sentences

The Ohio Valley Bank Company Third Amended and Restated Director Deferred Fee Agreement, dated May 13, 2015, between Brent A.

Saunders and The Ohio Valley Bank

Saunders and The Ohio Valley Bank Company:

Incorporated herein by reference to Exhibit 10.13 to Ohio Valley’s Quarterly Report on Form 10-Q for period ended September 30, 2015 (File No.

Schedule A to Exhibit 10.12 identifying other identical Third Amended and Restated Director Deferred Fee Agreements between The Ohio Valley Bank Company and directors

of Ohio Valley Banc Corp.:

Schedule A to Exhibit 10.12 identifying other identical Third Amended and Restated Director Deferred Fee Agreements between The Ohio Valley Bank Company and directors of

Ohio Valley Banc Corp.:

Incorporated herein by reference to Exhibit 10.14 to Ohio Valley’s Quarterly Report on Form 10-Q for period ended September 30, 2015 (File No.

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Eastman and The Ohio Valley Bank Company:

Incorporated herein

by reference to Exhibit 10.16 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2016 (File No.

Incorporated herein by

reference to Exhibit 10.16 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2016 (File No.

2016 Determination of Director’s Fees Agreement for purposes of the Director Deferred Fee Agreements for Directors Thomas, Wiseman, Barnitz and Saunders:

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2016 Determination of Director’s Fees Agreement for purposes of the Director Retirement Agreement for Directors Thomas and Wiseman:

Incorporated herein

by reference to Exhibit 10.17 to Ohio Valley’s Annual Report on Form 10-K for year ended December 31, 2021 (File No.

Incorporated herein by reference to

Exhibit 10.17 to Ohio Valley’s Annual Report on Form 10-K for year ended December 31, 2021 (File No.

2016 Determination of Director’s Fees Agreement for purposes of the Director Retirement Agreement for Directors Barnitz and Saunders:

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Canady and The Ohio Valley Bank Company:

Incorporated herein

by reference to Exhibit 10.22 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2017 (File No.

Incorporated herein by

reference to Exhibit 10.22 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2017 (File No.

Exhibit Number

1 unchanged sentence

Schedule A to Exhibit 10.19(a) identifying other Director Retirement Agreements between The Ohio Valley Bank Company and directors of Ohio Valley Banc Corp.:

herein by reference to Exhibit 10.19(b) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2022 (File No.

Incorporated herein by reference to Exhibit 10.19(b) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2022 (File No.

The Ohio Valley Bank Company Director Deferred Fee Agreement, dated December 19, 2017, between Kimberly A.

Canady and The Ohio Valley Bank Company:

Incorporated herein by reference to

Exhibit 10.24 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2017 (File No.

Incorporated herein by reference to Exhibit

10.24 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2017 (File No.

Schedule A to Exhibit 10.20(a) identifying other Director Deferred Fee Agreements between The Ohio Valley Bank Company and directors of Ohio Valley Banc Corp.:

herein by reference to Exhibit 10.20(b) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2022 (File No.

Incorporated herein by reference to Exhibit 10.20(b) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2022 (File No.

Valley Bank Company Director Retirement Agreement, dated October 28, 2024, between Seth I.

Michael and The Ohio Valley Bank Company:

Filed herewith.

Valley Bank Company Director Deferred Fee Agreement, dated October 28, 2024, between Seth I.

Michael and The Ohio Valley Bank Company:

Filed herewith.

Valley’s Annual Report to Shareholders for the fiscal year ended December 31, 2024:

1 unchanged sentence

(Not deemed filed except for portions thereof specifically incorporated by reference into this Annual Report on Form 10-K.)

Valley Banc Corp.

Insider Trading Policy:

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Filed herewith.

of Crowe LLP .:

Plante & Moran, PLLC.:

Filed herewith.

13a-14(a)/15d-14(a) Certification (Principal Executive Officer):

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Filed herewith.

Valley Banc Corp.

Ohio Valley Banc Corp.

Policy for the Recovery of Erroneously Awarded Compensation:

Filed herewith.

Incorporated herein by reference to Exhibit 97 to Ohio Valley’s Annual Report on Form

10-K for fiscal year ended December 31, 2023 (File No.

Exhibit Number

Exhibit Description

XBRL Instance Document:

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Submitted electronically herewith.

Exhibit Number

Exhibit Description

XBRL Taxonomy Extension Label Linkbase:

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President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 15, 2024 by the following persons on behalf of Ohio Valley and in the capacities indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below

on March 14, 2025 by the following persons on behalf of Ohio Valley and in the capacities indicated.

President and Chief Executive Officer

5 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 9A. Controls and Procedures