Item 9A. Controls and Procedures
ITEM 9A – CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
With the participation of the President and Chief Executive Officer (the principal executive officer) and the Senior Vice President and
Chief Financial Officer (the principal financial officer) of Ohio Valley, Ohio Valley's management has evaluated the effectiveness of Ohio Valley's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end
of the period covered by this Annual Report on Form 10-K. Based on that evaluation, the President and Chief Executive Officer and Senior Vice President and Chief
Financial Officer have concluded that Ohio Valley’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of December 31, 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.
30
Management’s Report on Internal Control Over Financial Reporting
“Management’s Report on Internal Control Over Financial Reporting” located in Ohio Valley’s 2025 Annual Report to Shareholders is
incorporated into this Item 9A by reference.
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, 2025, that has materially affected, or is reasonably likely to materially affect, Ohio Valley's internal control over financial reporting.
ITEM 9B – OTHER INFORMATION
(a)
None .
(b)
None .
ITEM 9C – DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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: Election of
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
affiliates, including, without limitation, the principal executive officer, the principal financial officer and the principal accounting officer of Ohio Valley. The Code of Ethics is posted on Ohio Valley’s website at www.ovbc.com. Amendments to
the Code of Ethics and waivers of the provisions of the Code of Ethics will also be posted on Ohio Valley’s website. Interested persons may obtain copies of the Code of Ethics without charge by writing to Ohio Valley Banc Corp., Attention: Tom R.
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. Insider Trading Policy.”
ITEM 11 - EXECUTIVE COMPENSATION
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” (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.
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ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required under this Item 12 by Item 403 of SEC Regulation S-K is incorporated herein by reference to the information
presented under the caption “Ownership of Certain Beneficial Owners and Management” of the 2026 Proxy Statement.
Ohio Valley does not maintain any equity compensation plans requiring disclosure pursuant to Item 201(d) of SEC Regulation S-K.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required under this Item 13 by Item 404 and Item 407(a) of SEC Regulation S-K is incorporated herein by reference to the
information presented under the captions “Certain Relationships and Related Transactions” and “Proxy Item 1: Election of Directors” of the 2026 Proxy Statement.
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 2026 Proxy Statement.
PART IV
ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
A. (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:
Consolidated Statements of Condition as of December 31, 2025 and 2024
Consolidated Statements of Income for the years ended December 31, 2025 and 2024
Consolidated Statements of Comprehensive Income for the years ended December 31, 2025 and 2024
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2025 and 2024
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024
Notes to the Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Auditor Name: Plante & Moran, PLLC
Auditor Location: Cleveland, Ohio
PCAOB Number: 166
(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.
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(3) Exhibits
Reference is made to the Exhibit Index beginning on page 34 of this Form 10-K.
ITEM 16 – FORM 10-K SUMMARY
None.
33
EXHIBIT INDEX
The following exhibits are included in this Form 10-K or are incorporated by reference as noted in the following table:
Exhibit Number
Exhibit Description
3.1
Amended Articles of Incorporation of Ohio Valley (reflects amendments through April 7, 1999) [for SEC reporting compliance only - - not filed with the Ohio Secretary of State]:
Incorporated herein by reference to Exhibit 3(a) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2007 (File No. 000-20914).
3.2
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 (File No.
000-20914).
4.1
Agreement
to furnish instruments and agreements defining rights of holders of long-term debt: Filed herewith.
4.2
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 (File No.
000-20914).
10.1*
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. 000-20914).
10.2*
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. 000-20914).
10.3(a)*
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 Company: 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. 000-20914).
10.3(b)*
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. 000-20914).
10.4(a)*
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. 000-20914).
34
Exhibit Number
Exhibit Description
10.4(b)*
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. 000-20914).
10.5(a)*
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 Company: 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. 000-20914).
10.5(b)*
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. 000-20914).
10.5(c)*
Schedule A to Exhibit 10.5(a) identifying other identical Second Amended and Restated Director Deferred Fee Agreements between The Ohio Valley Bank Company and directors of Ohio Valley
Banc Corp.: Incorporated herein by reference to Exhibit 10.5(b) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2021 (File No. 000-20914).
10.5(d)*
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. 000-20914).
10.6(a)*
The Ohio Valley Bank Company Executive Deferred Compensation Agreement, dated December 18, 2012, between Thomas E. 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. 000-20914).
10.6(b)*
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. 000-20914).
10.6(c)*
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. 000-20914).
35
Exhibit Number
Exhibit Description
10.6(d)*
The Ohio Valley Bank Company Executive Deferred Compensation Agreement, dated January 26, 2016, between Larry E. Miller 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 January 26, 2016 (File No. 000-20914).
10.6(e)*
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. 000-20914).
10.6(f)*
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: 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. 000-20914).
10.6(g)*
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. 000-20914).
10.7*
Summary
of Compensation for Directors and Named Executive Officers of Ohio Valley Banc Corp.: Filed herewith.
10.8*
Summary
of Bonus Program of Ohio Valley Banc Corp.: Filed herewith.
10.9*
The Ohio Valley Bank Company Supplemental Executive Retirement Plan Agreement, dated March 6, 2012, between Thomas E. 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. 000-20914).
10.10*
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. 000-20914).
10.11*
Schedule A to Exhibit 10.10 identifying other identical Fourth Amended and Restated Director Retirement Agreements between The Ohio Valley Bank Company and directors of Ohio Valley Banc
Corp.: Incorporated herein by reference to Exhibit 10.12 to Ohio Valley’s Quarterly Report on Form 10-Q for period ended September 30, 2015 (File No. 000-20914).
36
Exhibit Number
Exhibit Description
10.12*
The Ohio Valley Bank Company Third Amended and Restated Director Deferred Fee Agreement, dated May 13, 2015, between Brent A. Saunders and The Ohio Valley Bank 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. 000-20914).
10.13*
Schedule A to Exhibit 10.12 identifying other identical Third Amended and Restated Director Deferred Fee Agreements between The Ohio Valley Bank Company and directors of Ohio Valley Banc
Corp.: Incorporated herein by reference to Exhibit 10.14 to Ohio Valley’s Quarterly Report on Form 10-Q for period ended September 30, 2015 (File No. 000-20914).
10.14*
The Ohio Valley Bank Company Director Retirement Agreement, dated December 14, 2016, between Brent R. 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. 000-20914).
10.15*
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. 000-20914).
10.16*
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. 000-20914).
10.17*
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. 000-20914).
10.18*
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. 000-20914).
10.19(a)*
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. 000-20914).
37
Exhibit Number
Exhibit Description
10.19(b)*
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. 000-20914).
10.20(a)*
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. 000-20914).
10.20(b)*
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. 000-20914).
10.21*
The Ohio Valley Bank Company Director Retirement Agreement, dated October 28, 2024, between Seth I. Michael and The Ohio Valley Bank Company: 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. 000-20914).
10.22*
The Ohio Valley Bank Company Director Deferred Fee Agreement, dated October 28, 2024, between Seth I. Michael 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, 2024 (File No. 000-20914).
13
Ohio
Valley’s Annual Report to Shareholders for the fiscal year ended December 31, 2025: Filed herewith. (Not deemed filed except for portions thereof specifically incorporated by reference into this Annual Report on Form 10-K.)
19
Ohio Valley
Banc Corp. Insider Trading Policy: Filed herewith.
21
Subsidiaries
of Ohio Valley: Filed herewith.
23
Consent of
Plante & Moran, PLLC.: Filed herewith.
31.1
Rule
13a-14(a)/15d-14(a) Certification (Principal Executive Officer): Filed herewith.
31.2
Rule
13a-14(a)/15d-14(a) Certification (Principal Financial Officer): Filed herewith.
32
Section
1350 Certifications (Principal Executive Officer and Principal Accounting Officer): Filed herewith.
38
Exhibit Number
Exhibit Description
97
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. 000-20914).
101.INS #
XBRL Instance Document: Submitted electronically herewith. #
101.SCH #
XBRL Taxonomy Extension Schema: Submitted electronically herewith. #
101.CAL #
XBRL Taxonomy Extension Calculation Linkbase: Submitted electronically herewith. #
101.DEF #
XBRL Taxonomy Extension Definition Linkbase: Submitted electronically herewith. #
101.LAB #
XBRL Taxonomy Extension Label Linkbase: Submitted electronically herewith. #
101.PRE #
XBRL Taxonomy Extension Presentation Linkbase: Submitted electronically herewith. #
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Compensatory plan or arrangement.
# Attached as Exhibit 101 to Ohio Valley’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are the following documents
formatted in XBRL (eXtensive Business Reporting Language): (i) Consolidated Statements of Condition at December 31, 2025 and December 31, 2024; (ii) Consolidated Statements of Income for the years ended December 31, 2025 and 2024; (iii)
Consolidated Statements of Comprehensive Income for the years ended December 31, 2025 and 2024; (iv) Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2025 and 2024; (v) Consolidated Statements of
Cash Flows for the years ended December 31, 2025 and 2024; and (vi) Notes to the Consolidated Financial Statements.
39
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Ohio Valley has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
OHIO VALLEY BANC CORP.
Date:
March 13, 2026
By:
/s/Larry E. Miller, II
Larry E. Miller, II
President and Chief Executive Officer
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.
Name
Capacity
/s/Larry E. Miller, II
President and Chief Executive Officer
Larry E. Miller, II
(principal executive officer) and Director
/s/Scott W. Shockey
Senior Vice President and Chief
Scott W. Shockey
Financial Officer (principal financial officer and principal accounting officer)
/s/Thomas E. Wiseman
Chairman of the Board
Thomas E. Wiseman
/s/Anna P. Barnitz
Director
Anna P. Barnitz
/s/David W. Thomas
Director
David W. Thomas
/s/Brent A. Saunders
Director
Brent A. Saunders
/s/Brent R. Eastman
Director
Brent R. Eastman
/s/Kimberly A. Canady
Director
Kimberly A. Canady
/s/Edward J. Robbins
Director
Edward J. Robbins
/s/K. Ryan Smith
Director
K. Ryan Smith
/s/Edward B. Roberts
Director
Edward B. Roberts
/s/Seth I. Michael
Director
Seth I. Michael
40