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Item 9A. Controls and Procedures

2026-03-13 compared with 2025-03-14 · 91 added, 90 removed, 166 unchanged (52% of the section changed)

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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.

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, 2025, 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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Changes In Internal Control Over Financial Reporting

There was no change in Ohio Valley's internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act)

that occurred during Ohio Valley's fiscal quarter ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, Ohio Valley's internal control over financial reporting.

There was no change in Ohio Valley's internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that

occurred during Ohio Valley's fiscal quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, Ohio Valley's internal control over financial reporting.

ITEM 9B – OTHER INFORMATION

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ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required under this Item 10 by Items 401, 405, and 407(c)(3), (d)(4) and (d)(5) of SEC Regulation S-K is incorporated

herein by reference to the information presented in Ohio Valley’s definitive proxy statement relating to the annual meeting of shareholders of Ohio Valley to be held on May 14, 2025 (the “2025 Proxy Statement”), under the captions “Proxy Item 1:

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

The information required under this Item 10 by Items 401, 405, and 407(d)(4) and (d)(5) of SEC Regulation S-K is incorporated herein by

reference to the information presented in Ohio Valley’s definitive proxy statement relating to the annual meeting of shareholders of Ohio Valley to be held on May 13, 2026 (the “2026 Proxy Statement”), under the captions “Proxy Item 1:

Directors,” and “Compensation of Executive Officers and Directors” of the 2026 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

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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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The information required under this Item 11 by Items 402 and 407(e)(4) and (e)(5) of SEC Regulation S-K is incorporated herein by

reference to the information presented under the captions “Compensation of Executive Officers and Directors” and “Proxy Item 1:

Election of Directors – Committees of the Board – Compensation and Management Succession Committee” of the 2025 Proxy

reference to the information presented under the captions “Compensation of Executive Officers and Directors” (excluding the information under the heading Pay Versus Performance Table) and “Proxy Item 1:

Election of Directors – Committees of the Board

– Compensation and Management Succession Committee” of the 2026 Proxy Statement;

provided, however, that the pay versus performance disclosure included in the 2026 Proxy Statement in response to Item 402(v) of Regulation S-K shall not be incorporated

herein by reference.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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ITEM 14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required under this Item 14 by Item 9(e) of Schedule 14A is incorporated herein by reference to the information

presented under the captions “Pre-Approval of Services Performed by Independent Registered Public Accounting Firm” and “Services Rendered by Independent Registered Public Accounting Firm” of the 2025 Proxy Statement.

The information required under this Item 14 by Item 9(e) of Schedule 14A is incorporated herein by reference to the information presented

under the captions “Pre-Approval of Services Performed by Independent Registered Public Accounting Firm” and “Services Rendered by Independent Registered Public Accounting Firm” of the 2026 Proxy Statement.

ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(1) Financial

(1) Financial Statements

The following consolidated financial statements of Ohio Valley appear in the 2025 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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PCAOB Number:

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.

(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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Code of Regulations of Ohio Valley:

Incorporated herein by reference to Exhibit 3(b) to Ohio Valley’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010

Incorporated herein by reference to Exhibit 3(b) to Ohio Valley’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (File No.

to furnish instruments and agreements defining rights of holders of long-term debt:

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Description of Registered Securities:

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

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 (File No.

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

Wiseman and The Ohio Valley Bank Company:

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.

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 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.

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.

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.

Wiseman and The Ohio Valley Bank Company:

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.

Schedule A to Exhibit 10.3(a) identifying other identical Third 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 10.3(b) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2021 (File No.

Incorporated herein by

reference to Exhibit 10.3(b) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2021 (File No.

The Ohio Valley Bank Company Salary Continuation Agreement, dated January 26, 2016, by and between Larry E.

Miller and The Ohio Valley Bank Company:

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.

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

Exhibit Description

Schedule A to Exhibit 10.4(a) identifying other identical Salary Continuation Agreements between The Ohio Valley Bank Company and certain executive officers of Ohio

Valley Banc Corp.:

Schedule A to Exhibit 10.4(a) identifying other identical Salary Continuation Agreements between The Ohio Valley Bank Company and certain executive officers of Ohio Valley Banc Corp.:

Incorporated herein by reference to Exhibit 10.4(a) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2020 (File No.

The Ohio Valley Bank Company Second Amended and Restated Director Deferred Fee Agreement, dated December 18, 2012, between Thomas E.

Wiseman and The Ohio Valley Bank

Incorporated herein by reference to Exhibit 10.6(a) to Ohio Valley’s Quarterly Report on Form 10-Q for period ended September 30, 2015 (File No.

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

Wiseman and The

Ohio Valley Bank Company:

Wiseman and The Ohio Valley Bank Company:

herein by reference to Exhibit 10.6(a) to Ohio Valley’s Quarterly Report on Form 10-Q for period ended September 30, 2015 (File No.

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

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

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.

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Wiseman and The Ohio Valley Bank Company:

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.

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.

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 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.

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.

Exhibit Number

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Miller and The Ohio Valley Bank Company:

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.:

Incorporated 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.:

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.

Schedule A to Exhibit 10.6(b) identifying the named executive officers of Ohio Valley Banc Corp.

who executed with The Ohio Valley Bank Company the First Amendment to

The Ohio Valley Bank Company Executive Deferred Compensation Agreement:

who executed with The Ohio Valley Bank Company the First Amendment to The Ohio Valley Bank

Company Executive Deferred Compensation Agreement:

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 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.

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Filed herewith.

Bonus Program of Ohio Valley Banc Corp.:

of Bonus Program of Ohio Valley Banc Corp.:

Filed herewith.

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Wiseman and The Ohio Valley Bank Company:

Incorporated herein by reference to Exhibit 10.1 to Ohio Valley’s Current Report on Form 8-K filed on March 9, 2012 (File No.

Incorporated herein by

reference to Exhibit 10.1 to Ohio Valley’s Current Report on Form 8-K filed on March 9, 2012 (File No.

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 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.:

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

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.

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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.:

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

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 10.15 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

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

The Ohio Valley Bank Company Director Deferred Fee Agreement, dated December 14, 2016, between Brent R.

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.

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

herein by reference to Exhibit 10.16 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2021 (File No.

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.

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

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:

Incorporated herein by reference

to Exhibit 10.16 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2021 (File No.

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.

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

Incorporated herein by reference to Exhibit 10.21 to

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

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

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

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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.:

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.

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.:

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.

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.

The Ohio 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.

Incorporated herein by reference to Exhibit

10.21 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2024 (File No.

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

Michael and The Ohio Valley Bank Company:

Filed herewith.

Incorporated herein by reference to Exhibit

10.22 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2024 (File No.

Valley’s Annual Report to Shareholders for the fiscal year ended December 31, 2025:

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Filed herewith.

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

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Filed herewith.

Ohio Valley Banc Corp.

Policy for the Recovery of Erroneously Awarded Compensation:

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

Ohio Valley Banc Corp.

Policy for the Recovery of Erroneously Awarded Compensation:

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.

XBRL Instance Document:

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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 14, 2025 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 13, 2026 by the following persons on behalf of Ohio Valley and in the capacities indicated.

President and Chief Executive Officer

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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