Plumas Bancorp Files 8-K: Material Agreement, Financials

TL;DR

PLUMAS BANCORP (PLBC) signed a material definitive agreement on Jan 28, 2025. 8-K filed.

AI Summary

On January 28, 2025, Plumas Bancorp entered into a material definitive agreement. The filing also includes information related to Regulation FD Disclosure and Financial Statements and Exhibits. The company is incorporated in California and its principal executive offices are located in Reno, Nevada.

Why It Matters

This 8-K filing indicates Plumas Bancorp has entered into a significant agreement, which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's financial performance.

Key Players & Entities

• PLUMAS BANCORP (company) — Registrant
• January 28, 2025 (date) — Date of earliest event reported
• California (jurisdiction) — State of incorporation
• Reno, NV (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $9.75 — tock (the "Exchange Ratio"), plus up to $9.75 in cash consideration, as may be reduce
• $42,586,066 — tain merger-related costs, is less than $42,586,066, then the Cash Consideration will be re
• $7,000,000 — specific Cornerstone Bank loan) exceed $7,000,000, then the Cash Consideration will be re
• $2,528,000 — ther provides that a termination fee of $2,528,000 will be payable by Cornerstone in the e

Filing Documents

• plbc20250128_8k.htm (8-K) — 51KB
• ex_771456.htm (EX-2.1) — 588KB
• ex_771823.htm (EX-99.1) — 18KB
• ex_771824.htm (EX-99.2) — 8KB
• plumasslides_page01.jpg (GRAPHIC) — 56KB
• plumasslides_page02.jpg (GRAPHIC) — 100KB
• plumasslides_page03.jpg (GRAPHIC) — 55KB
• plumasslides_page04.jpg (GRAPHIC) — 63KB
• plumasslides_page05.jpg (GRAPHIC) — 76KB
• plumasslides_page06.jpg (GRAPHIC) — 52KB
• plumasslides_page07.jpg (GRAPHIC) — 51KB
• plumasslides_page08.jpg (GRAPHIC) — 52KB
• plumasslides_page09.jpg (GRAPHIC) — 63KB
• plumasslides_page10.jpg (GRAPHIC) — 54KB
• plumasslides_page11.jpg (GRAPHIC) — 84KB
• plumasslides_page12.jpg (GRAPHIC) — 47KB
• 0001437749-25-002080.txt ( ) — 1978KB
• noticker-20250128.xsd (EX-101.SCH) — 3KB
• noticker-20250128_def.xml (EX-101.DEF) — 11KB
• noticker-20250128_lab.xml (EX-101.LAB) — 15KB
• noticker-20250128_pre.xml (EX-101.PRE) — 11KB
• plbc20250128_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement On January 28, 2025, Plumas Bancorp (the "Company" or "Plumas") entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with Cornerstone Community Bancorp ("Cornerstone"), pursuant to which Cornerstone will merge with and into the Company, with the Company as the surviving corporation (the "Merger"). The Merger Agreement contemplates that immediately after the Merger, Cornerstone's wholly-owned subsidiary, Cornerstone Community Bank, a California state-chartered bank ("Cornerstone Bank"), will merge with and into Plumas Bank, a California state-chartered bank and wholly-owned subsidiary of the Company ("Plumas Bank"), with Plumas Bank as the surviving bank (the "Bank Merger"). Merger Consideration At the effective time of the Merger (the "Effective Time"), each outstanding share of Cornerstone common stock, excluding certain specified shares, will be converted into the right to receive 0.6608 shares of Plumas common stock (the "Exchange Ratio"), plus up to $9.75 in cash consideration, as may be reduced in accordance with the terms of the Merger Agreement (the "Cash Consideration") If Cornerstone's Adjusted Tangible Common Equity (as determined in accordance with the Merger Agreement) as of the month end prior to the Effective Time, as adjusted to reflect certain merger-related costs, is less than $42,586,066, then the Cash Consideration will be reduced by such difference on a pro rata basis based on the number of shares of Cornerstone common stock outstanding immediately prior to the Effective Time. In addition, if Cornerstone's merger-related costs (as determined in accordance with the Merger Agreement and giving credit for any recoveries on a specific Cornerstone Bank loan) exceed $7,000,000, then the Cash Consideration will be reduced by such excess on a pro rata basis based on the number of shares of Cornerstone common stock outstanding immediately prior to the Effective

01

Item 7.01 Regulation FD Disclosure On January 29, 2025, the Company and Cornerstone issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference. In addition, the Company has prepared an investor presentation regarding the transactions contemplated by the Merger Agreement, which it expects to use in connection with presentations to analysts and investors. The presentation is attached to this report as Exhibit 99.2 and is incorporated herein by reference. The information in this Item 7.01 and Exhibits 99.1 and 99.2 is furnished and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor will it be deemed incorporated by reference in any filing under the Securities Act, except as may be expressly set forth by specific reference in such document or filing.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K, including its exhibits, may contain forward-looking statements regarding the Company, Plumas Bank, Cornerstone, Cornerstone Bank, and the proposed Merger, including but not limited to certain plans, expectations, projections and statements about the benefits of the proposed Merger, the timing of completion of the Merger, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. All statements other than statements of historical fact, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as "expect," "anticipate," "believe," "intend," "estimate," "plan," "target," "goal," or similar expressions, or future or conditional verbs such as "will," "may," "might," "should," "would," "could," or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by the Private Securities Litigation Reform Act of 1995. Factors that could cause or contribute to results differing from those in or implied in the forward-looking statements include but are not limited to the occurrence of any event, change or other circumstances that could give rise to the right of the Company or Cornerstone to terminate the Merger Agreement; the outcome of any legal proceedings that may be instituted against the Company or Cornerstone; delays in completing the Merger; the failure to obtain necessary regulatory approvals (and the risk that such approvals impose conditions that could adversely affect the combined company or the expected benefits of the Merger); the failure of Cornerstone to obtain its requisite shareholder approval or of the Company or Cornerstone to satisfy any of the other conditions to the Merger on a timely basis or at all; the ability to complete the Merger and integration of the Company and Cornerstone successfully;

Financial Statements and Exhibits

Financial Statements and Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger and Reorganization dated as of January 28, 2025, by and between Plumas Bancorp and Cornerstone Community Bancorp 99.1 Joint Press Release, dated January 29, 2025 99.2 Investor Presentation, dated January 29, 2025 104 Cover Page Interactive Data File * Certain schedules and similar attachments omitted pursuant to Item 601(b)(2) of Regulation S-K promulgated by the SEC. The Company agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon request.

SIGNATURES

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 hereunto duly authorized. PLUMAS BANCORP Dated: January 29, 2025 By: /s/ Richard L. Belstock Name: Richard L. Belstock Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR