What changed in this filing

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Item 1. Business

2026-03-13 compared with 2025-03-14 · 299 added, 340 removed, 286 unchanged (69% of the section changed)

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Ohio Valley Banc Corp.

(“Ohio Valley” or the “Company”) is an Ohio corporation registered as a financial holding company pursuant to

the Bank Holding Company Act of 1956, as amended (“BHC Act”).

(“Ohio Valley”) is an Ohio corporation registered as a financial holding company pursuant to the Bank Holding

Company Act of 1956, as amended (“BHC Act”).

Ohio Valley was incorporated under the laws of the State of Ohio on January 8, 1992 and began conducting business on October 23, 1992.

The principal executive offices of Ohio Valley

are located at 420 Third Avenue, Gallipolis, Ohio 45631.

The principal executive offices of Ohio Valley are located at 420

Third Avenue, Gallipolis, Ohio 45631.

Ohio Valley’s common shares are listed on The NASDAQ Global Market under the symbol “OVBC.” Ohio Valley has one banking subsidiary, The Ohio Valley Bank Company (the “Bank”).

one wholly-owned subsidiary, Ohio Valley REO, LLC, an Ohio limited liability company (“Ohio Valley REO”), to which the Bank transfers certain real estate acquired by the Bank through foreclosure for sale by Ohio Valley REO.

Ohio Valley also owns

two nonbank subsidiaries, Loan Central, Inc., which engages in lending (“Loan Central”), and Ohio Valley Financial Services Agency, LLC, which is used to facilitate the receipt of commissions on insurance sold by the Bank and Loan Central (“Ohio

Valley Financial Services”).

The Bank has one wholly-owned

subsidiary, Ohio Valley REO, LLC, an Ohio limited liability company (“Ohio Valley REO”), to which the Bank transfers certain real estate acquired by the Bank through foreclosure for sale by Ohio Valley REO.

Ohio Valley also owns two nonbank

subsidiaries, Loan Central, Inc., which engages in lending (“Loan Central”), and Ohio Valley Financial Services Agency, LLC, which is used to facilitate the receipt of commissions on insurance sold by the Bank and Loan Central (“Ohio Valley Financial

Ohio Valley also owns one wholly-owned subsidiary trust formed solely to issue a trust preferred security.

Ohio Valley and its subsidiaries are collectively referred to herein as the “Company.” Ohio Valley’s

financial service operations are considered by management to be aggregated in one reportable segment:

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 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”).

Ohio Valley and its subsidiaries are collectively referred to herein as the “Company.” Ohio Valley’s financial service

operations are considered by management to be aggregated in one reportable segment:

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 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

As a financial holding company registered under the BHC

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

As of December 31, 2024 and 2023, Ohio Valley’s consolidated assets approximated to $1,503,412,000 and $1,352,135,000, while total shareholders’ equity approximated to

$150,328,000 and $144,007,000 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.

In July 2014, Ohio Valley formed a nonbank subsidiary, OVBC Captive, Inc.

(the “Captive”), which was

engaged in the business of providing commercial property and various liability insurance to the Company and related entities.

However, in December 2023, Ohio Valley discontinued the Captive’s operations as a result of proposed IRS regulations that

adversely affect the taxation of small captives.

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

As a financial holding company registered under the BHC Act,

Ohio Valley’s primary business is community banking.

As of December 31, 2025 and 2024, Ohio Valley’s consolidated assets approximated to $1,582,654,000 and $1,503,412,000, while total shareholders’ equity

approximated to $170,257,000 and $150,328,000 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.

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.

Management will consider opportunities to engage in additional nonbanking

activities as they arise.

Business of Bank Subsidiary

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

The Bank presently has seventeen

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

The Bank presently has eighteen offices

located in Ohio and West Virginia and all but two 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, 2024 and 2023.

The Bank accounted for substantially all of Ohio Valley’s consolidated assets at December 31, 2025 and

The Bank is primarily engaged in commercial and retail banking.

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

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 is also a member of the IntraFi 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.

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executor and administrator of estates, and as guardian for estates of minors and incompetents.

In addition, the trust department performs a variety of investment and security services where the Bank acts as an agent on behalf of the client.

In addition, the trust department provides a variety of investment and security services where the Bank acts as an agent on behalf of the client.

services are available to all customers of the Bank.

The Bank also offers Internet banking to its customers, allowing customers to check personal account balances, receive information

about transactions within their accounts, make transfers between accounts, stop payment on a check, and reorder checks all from their own computer.

The Bank also offers Internet banking to its customers, allowing customers to check personal account balances, receive information about

transactions within their accounts, make transfers between accounts, stop payment on a check, and reorder checks all from their own computer.

Customers may also pay bills online and can make payments to virtually any business or individual.

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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.

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

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.

In April 2021, the Bank formed a subsidiary, Race Day Mortgage, Inc.

(“Race Day”), which served as an online-only consumer direct

mortgage banking company.

Race Day was created to help fill the demand for home ownership in areas beyond the Bank’s primary markets.

However, in December 2023, Ohio Valley discontinued Race Day’s operations as a result of low loan demand, poor

employee retention, and lack of profitability.

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

to tax preparation customers of Loan Central.

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.

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.

Business of Loan Central

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Business of Financial Services Subsidiaries

Ohio Valley Financial Services is a licensed insurance agency that is used to facilitate the receipt of commissions on insurance sold

by the Bank and Loan Central.

Ohio Valley Financial Services is a licensed insurance agency that is used to facilitate the receipt of commissions on insurance sold by

the Bank and Loan Central.

Ohio Valley Financial Services is licensed by the State of Ohio Department of Insurance.

Variable Interest Entities

Ohio Valley owns one special purpose entity, Ohio

Valley Statutory Trust III, which has issued $8,500,000 in trust preferred securities.

Ohio Valley has issued a like amount of subordinated debentures to the Trust in

exchange for the proceeds of the issuance of the trust preferred securities.

Ohio Valley owns one

special purpose entity, Ohio Valley Statutory Trust III, which has issued $8,500,000 in trust preferred securities.

Ohio Valley has issued a like amount of subordinated debentures to the

Trust in exchange for the proceeds of the issuance of the trust preferred securities.

Ohio Valley used the proceeds to provide additional capital to the Bank to support growth.

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

Valley’s 2024 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, 2024 and 2023.

Further detail on Ohio Valley Statutory Trust III is

located in Ohio Valley’s 2025 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 years ended December 31, 2025 and

Financial Information

Financial information regarding the Company as of December 31, 2024 and 2023 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, 2024.

Financial information regarding the Company as of December 31, 2025 and 2024 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, 2025.

Lending Activities

The Company’s loan portfolio increased $89,925,000 to finish at $1,061,825,000 in 2024.

The increase in total loans came primarily

from both the Company’s residential real estate and commercial loan portfolios.

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 2024, residential real estate loans increased $54,030,000, or 16.9%, while commercial loans increased $51,235,000, or 10.7%, partially offset by a $15,340,000, or 8.9%, decrease in consumer loans, as compared to

Residential real estate loan growth was largely impacted by higher short-term adjustable-rate mortgage loan balances.

The Company’s loan portfolio increased $134,193,000 to finish at $1,196,018,000 as of December 31, 2025.

The increase in total loans came

primarily from both the Company’s commercial and residential real estate loan portfolios.

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 2025, commercial loans increased $105,709,000, or 19.9%, while residential real estate loans increased $44,386,000, or 11.9%, partially offset by a $15,902,000, or 10.1%, decrease in consumer loans, as

compared to 2024.

Commercial loan growth was impacted primarily by an increase in new commercial real estate loan originations during 2025.

Residential real estate loan growth was largely impacted by higher short-term adjustable-rate mortgage loan

The decline in consumer loans was largely impacted by decreases in automobile and other consumer loan balances during 2025.

Consolidated interest and fee revenue from loans accounted for 73.02% and 73.59% of total consolidated revenues in 2024 and

2023, respectively.

Consolidated interest and fee revenue from loans accounted for 77.84% and 73.02% of total consolidated revenues in

2025 and 2024, respectively.

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

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.

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

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Residential real estate loans also consist of the Company’s warehouse lending activity.

Warehouse lending consists of a line of credit provided by the Bank to another mortgage lender that makes loans for the purchase of one-

to four-family residential real estate properties.

Warehouse lending consists of a line of credit provided by the Bank to another mortgage lender that makes loans for the purchase of one- to

four-family residential real estate properties.

The mortgage lender eventually sells the loans and repays the Bank.

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

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 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.

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.

Commercial Loans

The Company’s commercial loan portfolio consists of loans to corporate borrowers primarily in small to mid-sized industrial and

commercial companies that include service, retail and wholesale merchants.

The Company’s commercial loan portfolio consists of loans to corporate borrowers primarily in small to mid-sized industrial and commercial

companies that include service, retail and wholesale merchants.

Collateral securing these loans includes equipment, inventory, stock, commercial real estate and rental property.

Commercial loans are considered to have a higher level of

risk compared to other types of loans (i.e., single-family residential mortgages, installment loans and credit card loans), although care is taken to minimize these risks.

Numerous risk factors impact this portfolio, such as the economy, new

technology, labor rates, cash flow, financial structure and asset quality.

Commercial loans are considered to have a higher level of risk

compared to other types of loans (i.e., single-family residential mortgages, installment loans and credit card loans), although care is taken to minimize these risks.

Numerous risk factors impact this portfolio, such as the economy, new technology,

labor rates, cash flow, financial structure and asset quality.

The payment experience on commercial loans is dependent on adequate cash flows from the business to service both interest and principal due.

Thus, commercial loans may be

more sensitive to adverse conditions in the economy generally or adverse conditions in a specific industry.

The Company diversifies risk within this portfolio by closely monitoring industry concentrations and portfolios to ensure that it does not

exceed established lending guidelines.

Thus, commercial loans may be more sensitive

to adverse conditions in the economy generally or adverse conditions in a specific industry.

The Company diversifies risk within this portfolio by closely monitoring industry concentrations and portfolios to ensure that it does not exceed

established lending guidelines.

Underwriting standards require a comprehensive credit analysis and independent evaluation of virtually all larger balance commercial loans prior to approval.

The Bank’s loan committee will review and approve

all new commercial loan originations that exceed the loan officer group’s highest lending limit according to the following thresholds:

The Bank’s loan committee will review and approve all new

commercial loan originations that exceed the loan officer group’s highest lending limit according to the following thresholds:

up to $1,000,000 unsecured, up to $5,000,000 secured, and up to $5,000,000 aggregate.

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.

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

Consumer loans are secured by automobiles, mobile homes, recreational vehicles and other personal property.

Personal loans and

unsecured credit card receivables are also included as consumer loans.

Personal loans and unsecured

credit card receivables are also included as consumer loans.

The Company makes installment credit available to customers in their primary market area of southeastern Ohio and portions of western West Virginia.

Credit approval for

consumer loans requires demonstration of sufficient income to repay principal and interest due, stability of employment, a positive credit record and sufficient collateral for secured loans.

The Company monitors the risk associated with these

types of loans by monitoring factors such as portfolio growth, lending policies and economic conditions.

Credit approval for consumer loans

requires demonstration of sufficient income to repay principal and interest due, stability of employment, a positive credit record and sufficient collateral for secured loans.

The Company monitors the risk associated with these types of loans by

monitoring factors such as portfolio growth, lending policies and economic conditions.

Underwriting standards are continually evaluated and modified based upon these factors.

A qualified compliance officer is responsible for

monitoring the performance of his or her respective consumer portfolio and updating loan personnel.

The Company makes credit life insurance and health and accident insurance available to all qualified borrowers, thus reducing their risk of loss

when their income is terminated or interrupted.

A qualified compliance officer is responsible for monitoring the

performance of his or her respective consumer portfolio and updating loan personnel.

The Company makes credit life insurance and health and accident insurance available to all qualified borrowers, thus reducing their risk of loss when their income

is terminated or interrupted.

The Company reviews its respective consumer loan portfolios monthly to charge off loans which do not meet applicable standards.

Credit card accounts are administered in accordance with the same

standards as those applied to other consumer loans.

Credit card accounts are administered in accordance with the same standards as those

applied to other consumer loans.

Consumer loans generally involve more risk as to collectability than mortgage loans because of the type and nature of collateral and, in certain instances, the absence of collateral.

result, consumer lending collections are dependent upon the borrower’s continued financial stability and are adversely affected by job loss, divorce or personal bankruptcy and by adverse economic conditions.

Also included in the category of

consumer loans are home equity loans.

As a result, consumer lending

collections are dependent upon the borrower’s continued financial stability and are adversely affected by job loss, divorce or personal bankruptcy and by adverse economic conditions.

Also included in the category of consumer loans are home equity

Home equity lines of credit are generally made as second mortgages and charged a variable interest rate.

Home equity lines are written with ten-year terms but are reviewed annually.

The Company’s consumer

loans also consist of seasonal TALs offered by the Bank during the tax season.

The Company’s consumer loans also consist of seasonal TALs

offered by the Bank during the tax season.

Underwriting Standards

The Company’s underwriting guidelines and standards are updated periodically and are presented to the Board of Directors of the

holding company for approval.

The Company’s underwriting guidelines and standards are updated periodically and are presented to the Board of Directors of the holding

company for approval.

The purposes of the standards and guidelines are to grant loans on a sound and collectible basis;

to invest available funds in a safe, profitable manner;

to serve the legitimate credit needs of the Company’s primary

market areas;

to serve the legitimate credit needs of the Company’s primary market

and to ensure that all loan applicants receive fair and equal treatment in the lending process.

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The above guidelines are adhered to and subject to the experience, background and personal judgment of the loan officer assigned to the loan application.

A loan officer may grant,

with justification, a loan with variances from the underwriting guidelines and standards.

A loan officer may grant, with

justification, a loan with variances from the underwriting guidelines and standards.

However, a loan officer may not exceed his or her respective lending authority without obtaining the prior, proper approval from a superior.

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The Company will also utilize certificates of deposit and money market deposits from wholesale markets, when necessary, to support growth in assets.

Short- and long-term

advances from the Federal Home Loan Bank have also been a significant source of funding.

Short- and long-term advances

from the Federal Home Loan Bank have also been a significant source of funding.

Further funding has come from one trust preferred securities offering through Ohio Valley Statutory Trust III, totaling $8,500,000.

Ohio Valley used the proceeds to provide additional capital to the Bank to support growth.

Ohio Valley used the proceeds to provide additional capital

to the Bank to support growth.

Electronic Refund Check / Electronic Refund Deposit Activities

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single tax refund product provider.

An agreement between the Bank and the original provider required the Bank to process electronic refund checks ("ERCs") and electronic refund deposits ("ERDs") presented for payment on behalf of taxpayers

containing taxpayer refunds.

The Bank, in turn, would receive a fee paid by the provider for each transaction that was processed by the Bank.

In 2015, the agreement between the Bank and the original provider, which had a term ending December 31,

2019, was assumed by MetaBank.

MetaBank ceased utilizing the services of the Bank at the end of 2018, resulting in a significant decline in ERC/ERD fee income in 2019 and 2020 for the Bank.

On March 10, 2020, the Bank announced that it had entered

into a new agreement with a third-party to process future ERCs and ERDs.

The new agreement provides that the Bank will process refunds for five tax seasons, which began with the 2021 tax season and will extend through the 2025 tax season.

Competition among providers of financial products and services continues to increase, with consumers having the opportunity to select

from a growing variety of traditional and nontraditional alternatives.

The principal factors of competition for the Company’s banking business are the rates of interest charged for loans, the rates of interest paid for deposits, the fees charged

for services and the availability and quality of services.

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

Some 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.

Most recently, the Bank had an agreement with a third-party to process electronic refund checks and electronic refund deposits, which agreement ended after the 2025 tax season.

The Company is looking to provide

these services for another tax refund product provider and presently is performing these services on a very limited basis for another provider.

At this time, the revenue derived from the new provider is minimal and is not expected to replace the

revenue earned from the previous provider

Competition among providers of financial products and services continues to increase, with consumers having the opportunity to select from

a growing variety of traditional and nontraditional alternatives.

The principal factors of competition for the Company’s banking business are the rates of interest charged for loans, the rates of interest paid for deposits, the fees charged for

services and the availability and quality of services.

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, as well as Wood County of West Virginia.

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.

Loan Central’s market presence further strengthens the Company’s ability to compete in the Gallia, Jackson, Lawrence and Pike Counties

by serving a consumer base that may not meet the Bank’s credit standards.

Loan Central’s market presence further strengthens the Company’s ability to compete in the Gallia, Jackson, Lawrence and Pike Counties by

serving a consumer base that may not meet the Bank’s credit standards.

Loan Central also operates in Scioto and Ross counties of Ohio, which are outside the Bank’s primary market area.

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

Yet, in recent years, the financial industry continues to consolidate, which affects competition by eliminating some regional and local institutions, while strengthening the acquiring companies.

Many financial institutions have experienced

significant challenges as a result of the prior economic crisis, which resulted in bank failures and significant intervention from the United States Government.

recent years, the financial industry continues to consolidate, which affects competition by eliminating some regional and local institutions, while strengthening the acquiring companies.

Many financial institutions have experienced significant

challenges as a result of the prior economic crisis, which resulted in bank failures and significant intervention from the United States Government.

Overall, the Company believes it is able to compete effectively in both current and newer markets.

There can be no assurance,

however, that our ability to market products and services successfully or to obtain adequate yield on our loans will not be impacted by the nature of the competition that now exists or may later develop.

There can be no assurance, however,

that our ability to market products and services successfully or to obtain adequate yield on our loans will not be impacted by the nature of the competition that now exists or may later develop.

Supervision and Regulation

The following is a summary of certain statutes and regulations affecting Ohio Valley as well as the Bank, Loan Central, and Ohio

Valley Financial Services.

The following is a summary of certain statutes and regulations affecting Ohio Valley as well as the Bank, Loan Central, and Ohio Valley

Financial Services.

This summary is qualified in its entirety by reference to such statutes and regulations.

The regulation of financial holding companies and their subsidiaries is intended primarily for the protection of consumers,

depositors, borrowers, the Deposit Insurance Fund (“DIF”) and the banking system as a whole, and not for the protection of shareholders.

Applicable laws and regulations restrict permissible activities and investments and require actions to protect

loan, deposit, brokerage, fiduciary and other customers, as well as the DIF.

The regulation of financial holding companies and their subsidiaries is intended primarily for the protection of consumers, depositors,

borrowers, the Deposit Insurance Fund (“DIF”) and the banking system as a whole, and not for the protection of shareholders.

Applicable laws and regulations restrict permissible activities and investments and require actions to protect loan,

deposit, brokerage, fiduciary and other customers, as well as the DIF.

They also may restrict Ohio Valley’s ability to repurchase its common shares or to receive dividends from the Bank and impose capital adequacy and liquidity requirements.

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Board of Governors of the Federal Reserve System (“Federal Reserve Board”).

The Federal Reserve Board has extensive enforcement authority over bank holding companies, including, among other things, the ability to assess civil money penalties,

issue cease and desist or removal orders, and require that a bank holding company divest subsidiaries (including its banking subsidiaries).

In general, the Federal Reserve Board may initiate enforcement action for violations of laws and regulations

and unsafe or unsound practices.

A bank holding company is required to serve as a source of financial strength to each subsidiary bank and to commit resources to

support those subsidiary banks.

The Federal Reserve Board may require a bank holding company to contribute additional capital to an undercapitalized subsidiary bank and may disapprove of the payment of dividends to the shareholders of the bank

holding company if the Federal Reserve Board believes the payment would be an unsafe or unsound practice.

The Federal Reserve Board also requires bank holding companies to provide advance notification of planned dividends under certain

circumstances.

The Federal Reserve Board has extensive enforcement authority over bank holding companies, including, among other things, the ability to assess civil money penalties, issue

cease and desist or removal orders, and require that a bank holding company divest subsidiaries (including its banking subsidiaries).

In general, the Federal Reserve Board may initiate enforcement action for violations of laws and regulations and

unsafe or unsound practices.

A bank holding company is required to serve as a source of financial strength to each subsidiary bank and to commit resources to support

those subsidiary banks.

company if the Federal Reserve Board believes the payment would be an unsafe or unsound practice.

The Federal Reserve Board also requires bank holding companies to provide advance notification of planned dividends under certain circumstances.

The BHC Act requires the prior approval of the Federal Reserve Board in any case where a bank holding company proposes to:

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Holding Company Activities

Ohio Valley is a financial holding company, which permits it to engage in activities beyond those permitted for traditional bank

holding companies.

Ohio Valley is a financial holding company, which permits it to engage in activities beyond those permitted for traditional bank holding

A qualifying bank holding company may elect to become a financial holding company and thereby affiliate with securities firms and insurance companies and engage in other activities that are financial in nature and not otherwise

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(i) the holding company is "well managed" and "well capitalized" and (ii) each of its subsidiary banks (a) is well capitalized under the Federal Deposit Insurance Corporation Improvement Act of 1991

prompt corrective action provisions, (b) is well managed, and (c) has at least a "satisfactory" rating under the Community Reinvestment Act of 1977, as amended (“CRA”).

No regulatory approval is required for a financial holding company to acquire

a company, other than a bank or savings association, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the Federal Reserve Board.

Financial holding companies may engage in a wide variety of financial activities, including any activity that the Federal Reserve

Board and the Treasury Department consider financial in nature or incidental to financial activities, and any activity that the Federal Reserve Board determines complementary to a financial activity and which does not pose a substantial safety and

(“FDICIA”) prompt corrective action provisions, (b) is well managed, and (c) has at least a "satisfactory" rating under the Community Reinvestment Act of 1977, as amended (“CRA”).

No regulatory approval is required for a financial holding company to

acquire a company, other than a bank or savings association, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the Federal Reserve Board.

Financial holding companies may engage in a wide variety of financial activities, including any activity that the Federal Reserve Board

and the Treasury Department consider financial in nature or incidental to financial activities, and any activity that the Federal Reserve Board determines complementary to a financial activity and which does not pose a substantial safety and

soundness risk.

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authority to engage in a broad array of financial activities, a financial holding company may have several affiliates that are functionally regulated by financial regulators other than the Federal Reserve Board, such as the SEC and state insurance

If a financial holding company or a subsidiary bank fails to meet the requirements for the holding company to remain a financial

holding company, the financial holding company must enter into a written agreement with the Federal Reserve Board within 45 days to comply with all applicable capital and management requirements.

Until the Federal Reserve Board determines that the

holding company and its subsidiary banks meet the requirements, the Federal Reserve Board may impose additional limitations or conditions on the conduct or activities of the financial holding company or any affiliate that the Federal Reserve Board

finds to be appropriate or consistent with federal banking laws.

If a financial holding company or a subsidiary bank fails to meet the requirements for the holding company to remain a financial holding

company, the financial holding company must enter into a written agreement with the Federal Reserve Board within 45 days to comply with all applicable capital and management requirements.

Until the Federal Reserve Board determines that the holding

company and its subsidiary banks meet the requirements, the Federal Reserve Board may impose additional limitations or conditions on the conduct or activities of the financial holding company or any affiliate that the Federal Reserve Board finds to

be appropriate or consistent with federal banking laws.

If the deficiencies are not corrected within 180 days, the financial holding company may be required to divest ownership or control of all banking subsidiaries.

If restrictions are

imposed on the activities of the holding company, such restrictions may not be made publicly available pursuant to confidentiality regulations of the banking regulators.

If restrictions are imposed on

the activities of the holding company, such restrictions may not be made publicly available pursuant to confidentiality regulations of the banking regulators.

Loan Central is supervised and regulated by the Ohio Department of Commerce, Division of Financial Institutions (“ODFI”).

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Economic Growth, Regulatory Relief and Consumer Protection Act

On May 25, 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (“Regulatory Relief Act”) was enacted, which

repealed or modified certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (“Dodd-Frank Act”), and eased regulations on all but the largest banks (those with consolidated assets in excess of $250

Bank holding companies with consolidated assets of less than $100 billion, including Ohio Valley, are no longer subject to enhanced prudential standards.

The Regulatory Relief Act also relieves bank holding companies and banks with

consolidated assets of less than $100 billion, including Ohio Valley, from certain record-keeping, reporting and disclosure requirements.

Certain other regulatory requirements applied only to banks with assets in excess of $50 billion and so did

not apply to the Company even before the enactment of the Regulatory Relief Act.

On May 25, 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (“Regulatory Relief Act”) was enacted, which repealed

or modified certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (“Dodd-Frank Act”).

As a result, bank holding companies with consolidated assets of less than $100 billion, including Ohio Valley, are

no longer subject to enhanced prudential standards.

The Regulatory Relief Act also relieves bank holding companies and banks with consolidated assets of less than $100 billion from certain record-keeping, reporting and disclosure requirements.

Regulation of Ohio State Chartered Banks

As an Ohio state-chartered bank that is a member of the Federal Reserve Bank of Cleveland (“FRB”), the Bank is supervised and

regulated primarily by the ODFI and the Federal Reserve Board.

As an Ohio state-chartered bank that is a member of the Federal Reserve Bank of Cleveland (“FRB”), the Bank is supervised and regulated

primarily by the ODFI and the Federal Reserve Board.

The Bank is also subject to the regulations of the Consumer Financial Protection Bureau (“CFPB”), which has broad authority to adopt and enforce consumer protection regulations.

The Bank’s deposits are insured up to applicable limits by the FDIC, and the Bank is subject to the applicable provisions of the

Federal Deposit Insurance Act (“FDIA”) and certain regulations of the FDIC.

The Bank’s deposits are insured up to applicable limits by the FDIC, and the Bank is subject to the applicable provisions of the Federal

Deposit Insurance Act (“FDIA”) and certain regulations of the FDIC.

Various requirements and restrictions under the laws of the United States, the State of Ohio and the State of West Virginia affect the

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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:

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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:

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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 cost installment loans (the “Small Dollar Rule”) that modified a former rule that was issued in November 2013.

Specifically, the Small Dollar Rule revokes provisions contained in the 2013 rule that:

(i) provide that it is an unfair and abusive

practice for a lender to make a covered short-term or longer-term balloon-payment loan, including payday and vehicle title loans, without reasonably determining that consumers have the ability to repay those loans according to their terms;

prescribe mandatory underwriting requirements for making the ability-to-repay determination;

(iii) exempt certain loans from mandatory underwriting requirements;

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

compliance date of the Small Dollar Rule is March 30, 2025.

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 2024 and 2023.

FDICIA requires insured depository institutions with total assets in excess of $1 billion to have an annual

independent audit made of the institution’s financial statements by an independent public accountant to verify that the financial statements of the institution are presented fairly and in accordance with generally accepted accounting principles and

comply with such other disclosure requirements as prescribed by the FDIC.

Effective January 1, 2026, the FDIC amended Part 363 of rules and regulations implementing FDICIA to, in part, increase the threshold requirement for insured depository

institutions to obtain an independent auditor’s report on the institution’s internal control over financial reporting from $1 billion in total assets to $5 billion in total assets.

Federal Reserve System

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also used to categorize financial institutions for purposes of certain prompt corrective action regulatory provisions.

Capital rules applicable to smaller banking organizations (the “Basel III Capital Rules”), which also implement certain of the

provisions of the Dodd-Frank Act, became effective commencing on January 1, 2015.

Compliance with the new minimum capital requirements was required effective January 1, 2015, while a new capital conservation buffer and deductions from common

equity 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.

Capital rules applicable to smaller banking organizations (the “Basel III Capital Rules”), which also implement certain of the provisions

of the Dodd-Frank Act, became effective commencing on January 1, 2015.

Compliance with the new minimum capital requirements was required effective January 1, 2015, while a new capital conservation buffer and deductions from common equity 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 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

limited amounts of minority interests in the form of common stock, less the majority of certain regulatory deductions.

Tier 1 capital includes common equity as defined for the common equity tier 1 capital ratio, plus certain non-cumulative preferred

stock and related surplus, cumulative preferred stock and related surplus and trust preferred securities that have been grandfathered (but which are not otherwise permitted), and limited amounts of minority interests in the form of additional tier

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

amounts of minority interests in the form of common stock, less the majority of certain regulatory deductions.

Tier 1 capital includes common equity as defined for the common equity tier 1 capital ratio, plus certain non-cumulative preferred stock

and related surplus, cumulative preferred stock and related surplus and trust preferred securities that have been grandfathered (but which are not otherwise permitted), and limited amounts of minority interests in the form of additional tier 1

capital instruments, less certain deductions.

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limited amounts of the allowance for credit losses, subject to specified eligibility criteria, less applicable deductions.

The deductions from common equity tier 1 capital include goodwill and other intangibles, certain deferred tax assets,

mortgage-servicing assets above certain levels, gains on sale in connection with a securitization, investments in a banking organization’s own capital instruments and investments in the capital of unconsolidated financial institutions (above

certain levels).

The deductions from common equity tier 1 capital include goodwill and other intangibles, certain deferred tax assets, mortgage-servicing

assets above certain levels, gains on sale in connection with a securitization, investments in a banking organization’s own capital instruments and investments in the capital of unconsolidated financial institutions (above certain levels).

Under the guidelines, capital is compared to the relative risk included in the balance sheet.

To derive the risk included in the

balance sheet, one of several risk weights is applied to different balance sheet and off-balance sheet assets, primarily based on the relative credit risk of the counterparty.

The capital amounts and classification are also subject to qualitative

judgments by the regulators about components, risk weightings and other factors.

To derive the risk included in the balance

sheet, one of several risk weights is applied to different balance sheet and off-balance sheet assets, primarily based on the relative credit risk of the counterparty.

The capital amounts and classification are also subject to qualitative judgments

by the regulators about components, risk weightings and other factors.

The Basel III Capital Rules also place restrictions on the payment of capital distributions, including dividends, and certain

discretionary bonus payments to executive officers if the company does not hold a capital conservation buffer of greater than 2.5% composed of common equity tier 1 capital above its minimum risk-based capital requirements, or if its eligible

retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% at the beginning of the quarter.

In December 2019, the federal banking agencies issued a final rule to address regulatory treatment of credit loss allowances under

The rule revised the federal banking agencies’ regulatory capital rules to identify which credit loss allowances under the CECL model are eligible for inclusion in regulatory capital and to provide banking organizations the option to phase

in over three years the day-one adverse effects on regulatory capital that may result from the adoption of the CECL model.

Concurrent with the enactment of the CARES Act, federal banking agencies issued an interim final rule that delayed the

estimated impact on regulatory capital resulting from the adoption of CECL.

The interim final rule provided banking organizations that implemented CECL prior to the end of 2020 the option to delay for two years the estimated impact of CECL on

regulatory capital relative to regulatory capital determined under the prior incurred loss methodology, followed by a three-year transition period to phase out the aggregate amount of capital benefit provided during the initial two-year delay.

August 26, 2020, the federal banking agencies issued a final rule that made certain technical changes to the interim final rule, including expanding the pool of eligible institutions.

The changes in the final rule applied only to those banking

organizations that elected the CECL transition relief provided for under the rule.

income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% at the beginning of the quarter.

In December 2019, the federal banking agencies issued a final rule to address regulatory treatment of credit loss allowances under CECL.

three years the day-one adverse effects on regulatory capital that may result from the adoption of the CECL model.

Concurrent with the enactment of the CARES Act, federal banking agencies issued an interim final rule that delayed the estimated impact

on regulatory capital resulting from the adoption of CECL.

The interim final rule provided banking organizations that implemented CECL prior to the end of 2020 the option to delay for two years the estimated impact of CECL on regulatory capital

relative to regulatory capital determined under the prior incurred loss methodology, followed by a three-year transition period to phase out the aggregate amount of capital benefit provided during the initial two-year delay.

On August 26, 2020, the

federal banking agencies issued a final rule that made certain technical changes to the interim final rule, including expanding the pool of eligible institutions.

The changes in the final rule applied only to those banking organizations that elected

the CECL transition relief provided for under the rule.

The Company adopted the CECL model effective January 1, 2023.

Federal banking regulators have established regulations governing prompt corrective action to resolve capital deficient banks.

these regulations, institutions that become undercapitalized become subject to mandatory regulatory scrutiny and limitations, which increase as capital continues to decrease.

Each such institution is also required to file a capital plan with its

primary federal regulator, and its holding company must guarantee the capital shortfall up to 5% of the assets of the capital deficient institution at the time it becomes undercapitalized.

In accordance with the Basel III Capital Rules, in order to be “well-capitalized” under the prompt corrective action guidelines, a

bank must have a common equity tier 1 capital ratio of at least 6.5%, a total risk-based capital ratio of at least 10.0%, a tier 1 risk-based capital ratio of at least 8.0% and a leverage ratio of at least 5.0%, and the bank must not be subject to

any written agreement, order, capital directive or prompt corrective action directive to meet and maintain a specific capital level or any capital measure.

At December 31, 2024, the Bank met the capital ratio requirements to be deemed

“well-capitalized” according to the guidelines described above.

A bank with a capital level that might qualify for well capitalized or adequately capitalized status may nevertheless

be treated as though the bank is in the next lower capital category if the bank’s primary federal banking supervisory authority determines that an unsafe or unsound condition or practice warrants that treatment.

A bank’s operations can be

significantly affected by its capital classification under the prompt corrective action rules.

For example, a bank that is not well capitalized generally is prohibited from accepting brokered deposits and offering interest rates on deposits higher

than the prevailing rate in its market without advance regulatory approval.

regulations, institutions that become undercapitalized become subject to mandatory regulatory scrutiny and limitations, which increase as capital continues to decrease.

Each such institution is also required to file a capital plan with its primary

federal regulator, and its holding company must guarantee the capital shortfall up to 5% of the assets of the capital deficient institution at the time it becomes undercapitalized.

In accordance with the Basel III Capital Rules, in order to be “well-capitalized” under the prompt corrective action guidelines, a bank

must have a common equity tier 1 capital ratio of at least 6.5%, a total risk-based capital ratio of at least 10.0%, a tier 1 risk-based capital ratio of at least 8.0% and a leverage ratio of at least 5.0%, and the bank must not be subject to any

written agreement, order, capital directive or prompt corrective action directive to meet and maintain a specific capital level or any capital measure.

At December 31, 2025, the Bank met the capital ratio requirements to be deemed “well-capitalized”

according to the guidelines described above.

A bank with a capital level that might qualify for well capitalized or adequately capitalized status may nevertheless be

treated as though the bank is in the next lower capital category if the bank’s primary federal banking supervisory authority determines that an unsafe or unsound condition or practice warrants that treatment.

A bank’s operations can be significantly

affected by its capital classification under the prompt corrective action rules.

For example, a bank that is not well capitalized generally is prohibited from accepting brokered deposits and offering interest rates on deposits higher than the

prevailing rate in its market without advance regulatory approval.

These deposit-funding limitations can have an adverse effect on the bank’s liquidity.

At each successively lower capital category, an insured depository institution is

subject to additional restrictions.

At each successively lower capital category, an insured depository institution is subject to

additional restrictions.

Undercapitalized banks are required to take specified actions to increase their capital or otherwise decrease the risks to the DIF.

Bank regulatory agencies generally are required to appoint a receiver or

conservator within 90 days after a bank becomes critically undercapitalized with a leverage ratio of less than 2.0%.

The FDIA provides that a federal bank regulatory authority may require a bank holding company to divest itself of an

undercapitalized bank subsidiary if the agency determines that divestiture will improve the bank’s financial condition and prospects.

Bank regulatory agencies generally are required to appoint a receiver or conservator within

90 days after a bank becomes critically undercapitalized with a leverage ratio of less than 2.0%.

The FDIA provides that a federal bank regulatory authority may require a bank holding company to divest itself of an undercapitalized bank subsidiary

if the agency determines that divestiture will improve the bank’s financial condition and prospects.

Regulations of the Federal Reserve Board generally require a financial holding company to maintain total risk-based

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Limits on Dividends

The ability of a bank holding company to obtain funds for the payment of dividends and for other cash requirements is largely

dependent on the amount of dividends that may be declared by its subsidiary banks and other subsidiaries.

The Federal Reserve Board also expects Ohio Valley to serve as a source of strength to the Bank, which may require it to retain capital for

further investments in the Bank, rather than for dividends for shareholders of Ohio Valley.

The ability of a bank holding company to obtain funds for the payment of dividends and for other cash requirements is largely dependent on

the amount of dividends that may be declared by its subsidiary banks and other subsidiaries.

The Federal Reserve Board also expects Ohio Valley to serve as a source of strength to the Bank, which may require it to retain capital for further

investments in the Bank, rather than for dividends for shareholders of Ohio Valley.

The Bank may not pay dividends to Ohio Valley if, after paying such dividends, it would fail to meet the required capital levels.

Dividends are also

subject to limitations if the Company or the Bank fails to hold the required capital conservation buffer.

The Bank must have the approval of its regulatory authorities if a dividend in any year would cause the total dividends for that year to

exceed the sum of its current year’s net profits and retained net profits for the preceding two years, less required transfers to surplus.

Under Ohio law, the Bank may pay a dividend from surplus only with the approval of its shareholders and the

approval of the Superintendent of Financial Institutions.

Payment of dividends by the Bank may be restricted at any time at the discretion of its regulatory authorities, if they deem such dividends to constitute an unsafe and/or unsound banking

practice or if necessary to maintain adequate capital for the Bank.

Dividends are also subject to

limitations if the Company or the Bank fails to hold the required capital conservation buffer.

The Bank must have the approval of its regulatory authorities if a dividend in any year would cause the total dividends for that year to exceed the sum of

its current year’s net profits and retained net profits for the preceding two years, less required transfers to surplus.

Under Ohio law, the Bank may pay a dividend from surplus only with the approval of its shareholders and the approval of the

Superintendent of Financial Institutions.

Payment of dividends by the Bank may be restricted at any time at the discretion of its regulatory authorities, if they deem such dividends to constitute an unsafe and/or unsound banking practice or if

necessary to maintain adequate capital for the Bank.

These provisions could have the effect of limiting Ohio Valley’s ability to pay dividends on its outstanding common shares.

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Dividend restrictions are also listed within the provisions of Ohio Valley’s trust preferred security arrangements.

provisions of these agreements, the interest payable on the trust preferred securities is deferred for up to five years and any such deferral would not be considered a default.

During any period of deferral, Ohio Valley would be precluded from

declaring or paying dividends to its shareholders or repurchasing any of its common stock.

Under the provisions

of these agreements, the interest payable on the trust preferred securities is deferred for up to five years and any such deferral would not be considered a default.

During any period of deferral, Ohio Valley would be precluded from declaring or

paying dividends to its shareholders or repurchasing any of its common stock.

Deposit Insurance Assessments

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prohibit any insured institution from engaging in any activity the FDIC determines by regulation or order to pose a threat to the DIF, and to take enforcement actions against insured institutions.

The FDIC may terminate insurance of deposits of

any 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

The FDIA requires the FDIC's Board of

Directors to set a target or Designated Reserve Ratio (“DRR”) for the DIF annually.

The FDIC may terminate insurance of deposits of any

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 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%.

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 (“FDIC Board”) 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.

In the FDIC’s most recent semiannual update for the amended restoration plan in October 2024, the FDIC

noted the reserve ratio increased 6 basis points from 1.15% as of December 31, 2023, to 1.21% as of June 30, 2024.

The FDIC staff projected that the reserve ratio remains on track to reach the statutory minimum of 1.35% ahead of the deadline of

September 30, 2028.

As a result, the FDIC staff recommended no changes to the amended restoration plan and all scheduled assessment rates were maintained.

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 (“FDIC Board”) 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.

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

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

On October 24, 2023, the federal banking agencies, including the Federal Reserve Board, issued a

final rule designed to strengthen and modernize the regulations implementing the CRA.

The changes are designed to encourage banks to expand access to credit, investment and banking services in low- and moderate-income communities, adapt to changes

in the banking industry, including mobile and internet banking, provide greater clarity and consistency in the application of the CRA regulations, and tailor CRA evaluations and data collection to bank size and type.

The applicability date for the

majority of the changes to the CRA regulations is January 1, 2026, and additional requirements will be applicable on January 1, 2027.

Ohio Valley cannot predict the impact the changes to the CRA will have on its operations at this time.

Customer Privacy Protections

The Bank is subject to regulations limiting the ability of financial institutions to disclose non-public information about consumers

to nonaffiliated third parties.

The Bank is subject to regulations limiting the ability of financial institutions to disclose non-public information about consumers to

nonaffiliated third parties.

These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a nonaffiliated party.

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diligence policies, procedures and controls designed to detect and report suspicious activity.

The Anti-Money Laundering Act of 2020 (the “AMLA”), which amends the Bank Secrecy Act of 1970 (the “BSA”), was enacted

in January 2021.

The Anti-Money Laundering Act of 2020 (the “AMLA”), which amends the Bank Secrecy Act of 1970 (the “BSA”), was

enacted in January 2021.

The AMLA is intended to be a comprehensive reform and modernization to U.S.

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Office of Foreign Assets Control Regulation

The United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) administers and enforces economic and trade

sanctions against targeted foreign countries and regimes, under authority of various laws, including designated foreign countries, nationals and others.

The United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) administers and enforces economic and trade sanctions

against targeted foreign countries and regimes, under authority of various laws, including designated foreign countries, nationals and others.

OFAC publishes lists of specially designated targets and countries.

Ohio Valley is responsible

for, among other things, blocking accounts of, and transactions with, such targets and countries, prohibiting unlicensed trade and financial transactions with them and reporting blocked transactions after their occurrence.

Failure to comply with

these sanctions could have serious financial, legal and reputational consequences, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such

transactions even if approval is not required.

Ohio Valley is responsible for, among

other things, blocking accounts of, and transactions with, such targets and countries, prohibiting unlicensed trade and financial transactions with them and reporting blocked transactions after their occurrence.

Failure to comply with these sanctions

could have serious financial, legal and reputational consequences, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even

if approval is not required.

Regulatory authorities have imposed cease and desist orders and civil money penalties against institutions found to be violating these obligations.

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One statement indicates that financial

institutions should design multiple layers of security controls to establish several lines of defense and to ensure that their risk management processes also address the risks posed by compromised customer credentials, including security measures

to reliably authenticate customers accessing Internet-based services of the financial institution.

reliably authenticate customers accessing Internet-based services of the financial institution.

The other statement indicates that a financial institution’s management is expected to maintain sufficient business continuity planning processes to

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it could be subject to various regulatory sanctions, including financial penalties.

In February 2018, the SEC published interpretive guidance to assist public companies in preparing disclosures about cybersecurity

risks and incidents.

In February 2018, the SEC published interpretive guidance to assist public companies in preparing disclosures about cybersecurity risks

and incidents.

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

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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 more hours.

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

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See Item 1C “Cybersecurity” in Part I of this Annual Report on Form 10-K .

These SEC rules,

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

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

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

several states have adopted regulations requiring certain financial institutions to implement cybersecurity programs and providing detailed requirements with respect to these programs, including data encryption requirements.

Many states have also

recently implemented or modified their data breach notification and data privacy requirements.

Ohio Valley expects this trend of state-level activity in those areas to continue and is continually monitoring developments in the states in which our

customers are located.

Recently, several

states have adopted regulations requiring certain financial institutions to implement cybersecurity programs and providing detailed requirements with respect to these programs, including data encryption requirements.

Many states have also recently

implemented or modified their data breach notification and data privacy requirements.

Ohio Valley expects this trend of state-level activity in those areas to continue and is continually monitoring developments in the states in which our customers

Executive and Incentive Compensation

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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.

adopted its clawback policy in September 2023, which is listed as Exhibit 97 and is titled “Ohio Valley Banc Corp.

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.

The Company adopted its

clawback policy in September 2023, which is listed as Exhibit 97 and is titled “Ohio Valley Banc Corp.

Policy for the Recovery of Erroneously Awarded Compensation.”

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Other Information

The Bank and Loan Central may be required to make capital expenditures related to properties which they may acquire through

foreclosure proceedings in the future.

The Bank and Loan Central may be required to make capital expenditures related to properties which they may acquire through foreclosure

proceedings in the future.

However, the amount of such capital expenditures, if any, is not currently determinable.

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DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS’ EQUITY;

INTEREST RATES AND INTEREST

The average balance sheet information and the related analysis of net interest earnings for the years ended December 31, 2024 and 2023 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 2024 Annual Report to Shareholders.

INTEREST RATES AND INTEREST DIFFERENTIAL

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

31, 2025 and 2024 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 2025 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, 2025 and 2024 are incorporated herein by

reference to the information appearing under the caption “Table II - Rate Volume Analysis of Changes in Interest Income & Expense,” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located

in Ohio Valley’s 2024 Annual Report to Shareholders.

Ohio Valley’s 2025 Annual Report to Shareholders.

INVESTMENT PORTFOLIO

4 unchanged sentences

LOAN PORTFOLIO

Maturities and Sensitivities of Loans to Changes in Interest Rates - Information required by this item is incorporated herein by reference to

the information appearing under the caption “Table V - Maturity and Repricing Data of Loans,” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located in Ohio Valley’s 2024 Annual Report to

Maturities and Sensitivities of Loans to Changes in Interest Rates - Information required by this item is incorporated herein by reference to the

information appearing under the caption “Table V - Maturity and Repricing Data of Loans,” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located in Ohio Valley’s 2025 Annual Report to

Shareholders.

3 unchanged sentences

Shareholders.

Allocation of the Allowance for Credit Losses - Information required by this item is incorporated herein by

reference to the information appearing under the caption “Table VI - Allocation of the Allowance for Credit Losses,” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located in Ohio Valley’s 2024

Annual Report to Shareholders.

Allocation of the Allowance for Credit Losses - Information required by this item is incorporated herein by reference to

the information appearing under the caption “Table VI - Allocation of the Allowance for Credit Losses,” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” located in Ohio Valley’s 2025 Annual Report to

Shareholders.

Credit ratios – Information required by this item is incorporated herein by reference to the information appearing under the caption

9 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