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Form 8-K

sec.gov

8-K — OHIO VALLEY BANC CORP

Accession: 0000894671-26-000044

Filed: 2026-07-27

Period: 2026-07-27

CIK: 0000894671

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Documents

8-K — ovbc-20260714.htm (Primary)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT FILING

8-K (Primary)

Filename: ovbc-20260714.htm · Sequence: 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

July 27, 2026

Date of Report (Date of earliest event reported)

OHIO VALLEY BANC CORP.

(Exact name of registrant as specified in its charter)

Ohio

(State or other jurisdiction of incorporation)

0-20914

31-1359191

(Commission File Number)

(IRS Employer Identification No.)

420 Third Avenue, P.O. Box 240

Gallipolis, Ohio

45631

(Zip Code)

(Address of principal executive offices)

Registrant's telephone number, including area code:  (740) 446-2631

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    Emerging growth company   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Common shares, without par value

OVBC The NASDAQ Stock Market LLC

1

Section 2 – Financial Information

Item 2.02.  Results of Operations and Financial Condition

GALLIPOLIS,

Ohio - Ohio Valley Banc Corp. [Nasdaq: OVBC] (the “Company”) reported

consolidated net income for the quarter ended June 30, 2026, of $2,927,000, a decrease

of $1,283,000, or 30.5%, from the same period the prior year. Earnings per

share for the second quarter of 2026 were $.62 compared to $.89 for the prior

year second quarter. For the six months ended June 30, 2026, net income totaled

$7,224,000, a decrease of $1,392,000, or 16.2%, from the same period the prior

year. Earnings per share were $1.53 for the first six months of 2026 versus $1.83

for the first six months of 2025. Return on average assets and return on

average equity were .89% and 8.48%, respectively, for the first half of 2026,

compared to 1.16% and 11.30%, respectively, for the same period in the prior

year.

Ohio Valley Banc Corp. CEO, Larry Miller said, “Our performance

through the first half of 2026 was driven by solid growth in net interest

income and a stable net interest margin. Results for the period reflected an

increase in provision for credit losses, which are associated with a small

number of large commercial credits. Based on our ongoing review, we believe the

elevated risk is confined to these specific relationships and does not reflect

a broader deterioration in portfolio credit quality. Overall, we remain

confident in the strength of our balance sheet and our long-term outlook.”

For the three months ended June 30,

2026, net interest income increased $863,000, and for the six months ended June

30, 2026, net interest income increased $2,611,000 from the same respective periods

last year. These increases were related to the increase in average earning

assets. For the three and six months ended June 30, 2026, average earning

assets increased $178 million and $149 million from the same periods last year,

respectively, which was primarily related to growth in average loan balances. For

the six months ended June 30, 2026, average loans increased $152 million from

the same period last year, which occurred mostly within the targeted commercial

lending segments. The growth in average earning assets was funded primarily

from promotional offerings for certificates of deposit and new money market

accounts for individual and business customers. For the six months ended June

30, 2026, the average balance of certificates of deposit and money market

accounts increased $135 million and $25 million, respectively, from the same

period last year.

For the second quarter of 2026, the net interest margin was 3.93%,

a decrease from 4.17% for the second quarter of 2025. For the six months ended

June 30, 2026, the net interest margin was 3.97%, a decrease from 4.01% for the

same period last year. The decrease in the net interest margin was related to

the cost of funding sources increasing at a greater pace than the yield on

earning assets. Comparing the first half of 2026 to the first half of 2025, the

yield on earning assets improved in relation to the growth in higher yielding loans

that now comprise a larger percentage of earning assets, along with the

improvement in the yield on securities. During the second half of 2025, the

Company sold $36.9 million in securities where the yield on securities sold

went from 1.35% to 4.52% on the securities purchased, which has benefited

interest income in 2026. Included in the yield on earning assets for the second

quarter and first half of 2025 was the recognition of a market discount on

purchased loans totaling $817,000, which was not replicated during the same

periods in 2026. For the first half of 2026 versus the first half of 2025, the

cost of funding sources increased as the composition of funding sources shifted

to higher cost deposit sources, such as, certificates of deposit and money

market accounts that were offered pursuant to certain promotional offerings

mentioned above. These promotional deposit offerings were utilized to fund loan

growth and to maintain an appropriate liquidity position. Although the net

interest margin contracted, the additional growth in earning assets more than

offset the decrease.

2

For the three months ended June 30, 2026, the provision for credit

loss expense totaled $3,755,000, an increase of $2,607,000 from the same period

last year. The increase in the quarterly provision for credit loss expense was primarily

the result of the $4,531,000 increase in specific allocations on two collateral

dependent loans, additional reserves required for the $31 million quarterly

increase in loan balances, and quarter-to-date net charge-offs of $148,000.

These increases in reserves were partially offset by a net decrease in modeled loss

rates, primarily in relation to the improvement in unemployment projections,

and by a decrease in certain qualitative risk factors related to improve trends surrounding delinquency and net charge-offs for select portfolios, along with the reduced exposure of borrowers servicing debt as their loans adjust to a market rate. For the six months ended

June 30, 2026, the provision for credit losses was $5,377,000, an increase of $3,813,000

from the same period last year. The year-to-date provision for credit loss

expense was primarily the result of the $6,561,000 increase in specific

allocations on two collateral dependent loans, additional reserves required for

the $50 million year-to-date increase in loan balances, and year-to-date net

charge-offs of $426,000. Partially offsetting these increases were lower

reserves due to a decrease in certain qualitative risk factors, as mentioned above, and lower

modeled loss rates in relation to improved economic indicators. The ratio of

nonperforming loans to total loans was 1.44% at June 30, 2026, compared to 1.40%

at December 31, 2025, and .45% at June 30, 2025. The allowance for credit

losses was 1.33% of total loans at June 30, 2026, compared to .96% at December

31, 2025, and .99% at June 30, 2025. In general, the increase in the allowance

for credit losses was related to the exposure on a select group of loan

relationships and was not reflective of the loan portfolio as a whole. Of the stressed loan relationships, one is a commercial loan to

an automobile dealership and the other is a commercial real estate loan for the

construction of a hotel.

For the three and six months ended June 30, 2026, noninterest

income increased $338,000 and decreased $20,000, respectively, from the same

periods last year. During the second quarter of 2026, the Company participated

in an exchange offer initiated by Visa Inc., where 954 Visa Class B-1 shares

were tendered by the Company in exchange for a mix of Visa Class B-3 and Class

C common stock. The Company then marked its Visa Class C common stock to fair

value and recorded a $377,000 gain based on the conversion privilege of the

Visa Class C common stock and the price of Visa Class A common stock. Also

contributing to higher noninterest income was interchange income earned on

debit and credit cards, which increased $70,000 and $156,000 during the three

and six months ended June 30, 2026, compared to the same periods from 2025,

respectively. Lastly, during the six months ended June 30, 2026, income from

bank owned life insurance increased $137,000 due to the receipt of life

insurance proceeds. For the three and six months ended June 30, 2026,

electronic refund check and deposit fees decreased $135,000 and $675,000,

respectively, from the same periods in 2025 due to the expiration of a tax

processing agreement with a third party.

For the three months ended June 30, 2026, noninterest expense

totaled $11,245,000, an increase of $196,000 from the same period last year. For

the six months ended June 30, 2026, noninterest expense totaled $22,546,000, an

increase of $679,000, or 3.1%, from the same period last year. The Company’s

largest noninterest expense, salaries and employee benefits, increased $359,000

as compared to the second quarter of 2025, and increased $694,000 as compared

to the first half of 2025. The increases were primarily related to annual merit

increases and to health insurance premiums. Further contributing to higher

noninterest expense was software expense, which for the three and six months

ended June 30, 2026, increased $74,000 and $206,000, respectively, from the

same periods last year. The increase was primarily related to an investment in

software to enhance internal processes. In addition, FDIC insurance expense

increased $77,000 and $135,000, respectively, for the three and six months

ended June 30, 2026, compared to the same periods last year. The increase was

related to a higher assessment base due to growth in assets and to an increase

in the assessment rate in relation to higher nonperforming loans. Partially

offsetting these increases was a decrease in data processing expense which

decreased $605,000 during the second quarter of 2026, and $619,000 during the

first half of 2026, compared to the same periods from 2025. The decrease was

primarily related to the recovery of $544,000 from a vendor for a billing error

for services provided over a specific time period.

3

The Company’s total assets at June 30, 2026 were $1.661 billion,

an increase of $79 million, or 5.0%, from December 31, 2025. The increase in

assets was primarily the result of a $50 million increase in total loans and a

$32 million increase in balances maintained at the Federal Reserve. At June 30,

2026, total deposits increased $79 million from year end 2025, which occurred primarily

within time deposits and money market accounts. At June 30, 2026, shareholders’

equity increased $3.1 million from year end 2025. This was primarily from

year-to-date net income of $7.2 million, partially offset by cash dividends

paid of $2.3 million and a decrease in accumulated other comprehensive income

of $1.8 million.

Ohio Valley Banc Corp. common stock is traded on the NASDAQ

Global Market under the symbol OVBC. The holding company owns The Ohio Valley

Bank Company with 18 offices in Ohio and West Virginia, and Loan Central, Inc.

with six consumer finance offices in Ohio. Learn more about Ohio Valley Banc

Corp. at www.ovbc.com.

Caution Regarding

Forward-Looking Information

Certain statements contained in this earnings release

that are not statements of historical fact constitute forward-looking

statements within the meaning of the Private Securities Litigation Reform Act

of 1995. Words such as “believes,” “anticipates,” “expects,” “appears,”

“intends,” “targeted” and similar expressions are intended to identify

forward-looking statements but are not the exclusive means of identifying those

statements. Forward-looking statements involve risks and uncertainties. Actual

results may differ materially from those predicted by the forward-looking

statements because of various factors and possible events, including: (i) changes

in political, economic or other factors, such as inflation rates, recessionary

or expansive trends, taxes, the effects of implementation of federal

legislation with respect to taxes, tariffs and government spending and the

continuing economic uncertainty in various parts of the world; (ii) competitive

pressures;  (iii) fluctuations in

interest rates; (iv) the level of defaults and prepayment on loans made by the

Company; (v) unanticipated litigation, claims, or assessments; (vi)

fluctuations in the cost of obtaining funds to make loans; (vii) regulatory

changes; and (viii) other factors that may be described in the Company’s Annual

Reports on Form 10-K and Quarterly Reports on Form 10-Q as filed with the

Securities and Exchange Commission from time to time. Forward-looking

statements speak only as of the date on which they are made, and the Company

undertakes no obligation to update any forward-looking statement to reflect

events or circumstances after the date on which the statement is made to

reflect unanticipated events.

4

OHIO VALLEY BANC CORP - Financial Highlights (Unaudited)

Three months ended

Six months ended

June 30,

June, 30

2026

2025

2026

2025

PER SHARE DATA

Earnings per share

$

0.62

$

0.89

$

1.53

$

1.83

Dividends per share

$

0.25

$

0.23

$

0.48

$

0.45

Book value per share

$

36.80

$

34.12

$

36.80

$

34.12

Dividend payout ratio (a)

40.24

%

25.74

%

31.30

%

24.61

%

Weighted average shares outstanding

4,711,001

4,711,001

4,711,001

4,711,001

DIVIDEND REINVESTMENT (in 000's)

Dividends reinvested under

employee stock ownership plan (b)

$

-

$

-

$

206

$

195

Dividends reinvested under

dividend reinvestment plan (c)

$

330

$

330

$

644

$

712

PERFORMANCE RATIOS

Return on average equity

6.82

%

10.79

%

8.48

%

11.30

%

Return on average assets

0.70

%

1.12

%

0.89

%

1.16

%

Net interest margin (d)

3.93

%

4.17

%

3.97

%

4.01

%

Efficiency ratio (e)

60.08

%

63.09

%

60.89

%

63.51

%

Average earning assets (in 000's)

$

1,586,515

$

1,408,945

$

1,552,518

$

1,403,233

(a) Total dividends paid as a percentage of net income.

(b) Shares may be purchased from OVBC and on secondary market.

(c) Shares may be purchased from OVBC and on secondary market.

(d) Fully tax-equivalent net interest income as a percentage of average earning assets.

(e) Noninterest expense as a percentage of fully tax-equivalent net interest income plus noninterest income.

OHIO VALLEY BANC CORP - Consolidated Statements of Income (Unaudited)

Three months ended

Six months ended

(in $000's)

June 30,

June 30,

2026

2025

2026

2025

Interest income:

Interest and fees on loans

$

19,998

$

17,984

$

39,402

$

34,679

Interest and dividends on securities

2,514

2,416

5,003

4,695

Interest on interest-bearing deposits with banks

966

639

1,548

1,465

Total interest income

23,478

21,039

45,953

40,839

Interest expense:

Deposits

7,533

5,988

14,564

12,121

Borrowings

547

516

1,103

1,043

Total interest expense

8,080

6,504

15,667

13,164

Net interest income

15,398

14,535

30,286

27,675

Provision for (recovery of) credit losses

3,755

1,148

5,377

1,564

Noninterest income:

Service charges on deposit accounts

774

723

1,519

1,443

Trust fees

89

100

181

203

Income from bank owned life insurance and

annuity assets

242

243

620

483

Mortgage banking income

38

40

75

77

Electronic refund check/deposit fees

0

135

0

675

Debit / credit card interchange income

1,349

1,279

2,584

2,428

Unrealized gains on equity securities

377

0

377

0

Tax preparation fees

42

38

650

634

Other

275

290

468

551

Total noninterest income

3,186

2,848

6,474

6,494

Noninterest expense:

Salaries and employee benefits

6,553

6,194

12,900

12,206

Occupancy

541

493

1,065

1,014

Furniture and equipment

338

338

656

688

Professional fees

466

500

939

1,000

Marketing expense

305

279

585

558

FDIC insurance

241

164

482

347

Data processing

364

969

1,275

1,894

Software

661

587

1,334

1,128

Other

1,776

1,525

3,310

3,032

Total noninterest expense

11,245

11,049

22,546

21,867

Income before income taxes

3,584

5,186

8,837

10,738

Income taxes

657

976

1,613

2,122

NET INCOME

$

2,927

$

4,210

$

7,224

$

8,616

5

OHIO VALLEY BANC CORP - Consolidated Balance Sheets (Unaudited)

(in $000's, except share data)

June 30,

December 31,

2026

2025

ASSETS

Cash and noninterest-bearing deposits with banks

$

15,519

$

14,845

Interest-bearing deposits with banks

62,565

31,052

Total cash and cash equivalents

78,084

45,897

Debt securities available for sale

250,236

253,906

Debt securities held to maturity, net of allowance for credit losses of $1 in 2025 and 2024

5,404

5,452

Equity securities

376

0

Restricted investments in bank stocks

5,258

5,258

Total loans

1,246,114

1,196,018

Less:  Allowance for credit losses

(16,610

)

(11,519

)

Net loans

1,229,504

1,184,499

Premises and equipment, net

22,357

20,509

Premises and equipment held for sale, net

390

400

Accrued interest receivable

5,485

5,476

Goodwill

7,319

7,319

Bank owned life insurance and annuity assets

42,960

43,305

Operating lease right-of-use asset, net

1,408

923

Deferred tax assets

6,082

5,621

Other assets

6,573

4,089

Total assets

$

1,661,436

$

1,582,654

LIABILITIES

Noninterest-bearing deposits

$

319,288

$

314,131

Interest-bearing deposits

1,089,140

1,015,536

Total deposits

1,408,428

1,329,667

Other borrowed funds

41,822

44,848

Subordinated debentures

8,500

8,500

Operating lease liability

1,408

923

Allowance for credit losses on off-balance sheet commitments

731

871

Other liabilities

27,161

27,588

Total liabilities

1,488,050

1,412,397

SHAREHOLDERS' EQUITY

Common stock ($1.00 stated value per share, 10,000,000 shares authorized;

5,490,995 shares issued)

5,491

5,491

Additional paid-in capital

52,321

52,321

Retained earnings

137,969

133,007

Accumulated other comprehensive income (loss)

(3,702

)

(1,869

)

Treasury stock, at cost (779,994 shares)

(18,693

)

(18,693

)

Total shareholders' equity

173,386

170,257

Total liabilities and shareholders' equity

$

1,661,436

$

1,582,654

6

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

OHIO VALLEY BANC CORP.

Date: July 27, 2026

By:

/s/Larry E. Miller, II

Larry E. Miller, II

Chief Executive Officer

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Document And Entity Information

Jul. 14, 2026

Document Information Line Items

Entity Central Index Key

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Document Type

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Document Period End Date

Jul. 27, 2026

Entity Registrant Name

OHIO VALLEY BANC CORP

Entity Incorporation, State or Country Code

OH

Entity File Number

0-20914

Entity Tax Identification Number

31-1359191

Entity Address, Address Line One

420 Third Avenue

Entity Address, Address Line Two

P.O. Box 240

Entity Address, City or Town

Gallipolis

Entity Address, State or Province

OH

Entity Address, Postal Zip Code

45631

City Area Code

740

Local Phone Number

446-2631

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Namespace Prefix:

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Data Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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