8-K
PLUMAS BANCORP (PLBC)
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
Date of Report (Date of earliest event reported): June 30, 2025
| PLUMAS BANCORP |
|---|
(Exact name of registrant as specified in its charter)
| California | 000-49883 | 75-2987096 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 5525 Kietzke Lane, Suite 100, Reno, Nevada | 89511 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (775) 786-0907
| 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 (See General Instruction A.2. below):
| ☐ | 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(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | PLBC | NASDAQ Capital Market |
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Item 2.01. Completion of Acquisition or Disposition of Assets.
On July 1, 2025 (the “Closing Date”), Plumas Bancorp (the “Company”) completed its previously announced acquisition of Cornerstone Community Bancorp (“Cornerstone”) pursuant to an Agreement and Plan of Merger and Reorganization, dated as of January 28, 2025, by and between the Company and Cornerstone (the “Merger Agreement”).
Pursuant to the Merger Agreement, on the Closing Date, Cornerstone merged with and into the Company (the “Merger”) with the Company continuing as the surviving corporation. Immediately following the Merger, Cornerstone’s subsidiary, Cornerstone Community Bank merged with and into the Company’s subsidiary, Plumas Bank with Plumas Bank as the surviving bank.
Pursuant to the terms of the Merger Agreement, upon the completion of the Merger, each share of Cornerstone common stock outstanding immediately prior was converted into the right to receive 0.6608 shares of common stock of the Company and $9.75 cash, with cash paid in lieu of fractional shares.
The total aggregate consideration delivered to holders of Cornerstone common stock in the Merger was 1,003,821 shares of Company common stock and $14.8 million cash. In addition, in accordance with the Merger Agreement, the Company paid approximately $1.3 million to holders of options to purchase Cornerstone common stock that were terminated in connection with the Merger. The Company also assumed options to purchase 35,000 shares of Cornerstone common stock representing, on an as-converted basis, options to purchase 30,803 shares of the Company’s common stock.
The issuance of shares of the Company’s common stock in the Merger was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-4 (File No. 333-286273) filed by the Company with the Securities and Exchange Commission on March 31, 2024 and declared effective on April 11, 2025. The registration statement includes additional information about the Merger Agreement and the Merger.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As a result of and upon the completion of the Merger, the Company assumed Cornerstone’s obligations with respect to an aggregate principal amount of $12 million of subordinated notes, comprised of (a) $2 million in aggregate principal amount of 4.75% Fixed to Floating Rate Subordinated Notes due November 30, 2035 (the “2035 Notes”) and (b) $10 million in aggregate principal amount of 4.75% Fixed-to-Floating Rate Subordinated Notes due November 30, 2030 (the “2030 Notes”). The 2035 Notes, which were issued in 2020, have a fixed interest rate of 4.75% for the first ten years and thereafter a quarterly variable interest rate equal to the then current three-month term Secured Overnight Financing Rate (“SOFR”) plus 4.14%. The 2030 Notes, which were issued in 2020, have a fixed interest rate of 4.75% for the first five years and thereafter a quarterly variable interest rate equal to the then current three-month term SOFR plus 4.52%.
The notes have not been filed herewith pursuant to Item 601(b)(4)(iii) of Regulation S-K under the Securities Act. The Company will furnish a copy of such note to the Commission upon request.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In accordance with the Merger Agreement, on June 30, 2025, the Company’s board of directors appointed Ken Robison, a former director of Cornerstone, as a director of the Company, effective upon the completion of the Merger on July 1, 2025. Other than the Merger Agreement, there are no arrangements pursuant to which Mr. Robison was selected as a director. There are no transactions in which Mr. Robison has an interest requiring disclosure under Item 404(a) of Regulation S-K. Board committee assignments have not yet been determined. Mr. Robison will be entitled to the same compensation as is provided to the other non-employee directors of the Company. A description of this compensation is set forth under the heading “Compensation of Directors” on page 31 of the Company’s Definitive Proxy Statement for its 2025 Annual Meeting of Shareholders filed with the SEC on April 10, 2025, and is incorporated herein by reference.
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Mr. Robison is expected to enter into the same forms of indemnification agreement with the Company and the Bank as the Company’s other directors, which agreements supplement the indemnification provisions of the Company’s and the Bank’s Articles of Incorporation and Bylaws by contractually obligating the Company and the Bank to indemnify, and to advance expenses to, such persons to the fullest extent permitted by applicable law. The foregoing description of the indemnification agreement is not intended to be complete and is qualified in its entirety by reference to the forms of indemnification agreements filed at Exhibit 10.1 and 10.2 to this report and are incorporated herein by reference.
Item 8.01. Other Events.
On July 2, 2025, the Company issued a press release announcing the completion of the Merger. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
* Certain schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K promulgated by the SEC. Plumas agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon request.
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 (Registrant) | ||
|---|---|---|
| Date: July 2, 2025 | By: | /s/ Richard L. Belstock |
| Name: Richard L. Belstock | ||
| Title: Chief Financial Officer |
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ex_835692.htm
Exhibit 99.1
PLUMAS BANCORP ACQUIRES CORNERSTONE COMMUNITY BANCORP
RENO, Nevada, July 2, 2025 (Globe Newswire) -- Plumas Bancorp (“Plumas”) (Nasdaq: PLBC) announced today the completion of its acquisition of Cornerstone Community Bancorp (“Cornerstone”), the holding company for Cornerstone Community Bank, effective July 1, 2025. On the same day, Cornerstone Community Bank merged with and into Plumas’s subsidiary, Plumas Bank. The transaction was previously announced on January 28, 2025.
Under the terms of the merger agreement between Plumas and Cornerstone, each issued and outstanding share of common stock of Cornerstone was converted into the right to receive a combination of 0.6608 shares of Plumas common stock and $9.75 in cash. The value of the total deal consideration was approximately $61.3 million, based on the closing price of Plumas common stock of $44.46 per share on June 30, 2025.
“We are pleased to welcome the clients, employees, and shareholders of Cornerstone,” said Andrew J. Ryback, President and Chief Executive Officer, Plumas Bancorp. “This transaction is a pivotal milestone in our company’s evolution. By integrating Cornerstone Community Bank’s deep local expertise with Plumas Bank’s advanced technology and small business solutions, we are enhancing the services available to our communities. We look forward to providing long-term value to our combined shareholders, clients, team members, and communities we serve.”
In accordance with the merger agreement, Plumas appointed Ken Robison, a director of Cornerstone, to the board of directors of Plumas and Plumas Bank effective as of July 1, 2025. Mr. Robison is president and broker/owner of Robison Real Estate Corporation in Red Bluff, Calif., and former owner of RE/Max Top Properties. Robison is active in the Tehama and Shasta communities, previously serving on the Red Bluff City Council and as Mayor of Red Bluff for two terms. Robison holds an MBA from California State University, Chico.
In addition, Cornerstone’s President and Chief Executive Officer, Matthew B. Moseley, will continue with Plumas Bank as Executive Vice President and Market President. Moseley joined Cornerstone Community Bank in August 2011 as a senior vice president/credit administrator. He was promoted to positions as the bank’s executive vice president/chief lending officer, executive vice president/chief banking officer, and executive vice president/chief credit officer. In 2022, Moseley assumed the role of president and CEO of Cornerstone Community Bank and Cornerstone Community Bancorp. Moseley is an honors graduate of Simpson University and an honors graduate of Pacific Coast Banking School.
Director, President and Chief Executive Officer of Plumas Bancorp and Plumas Bank, Andrew J. Ryback, remarked, “We are pleased to welcome Ken Robison to the board. His extensive involvement in communities within our expanded footprint and knowledge of real estate markets will help us grow and prosper in this region for years to come. We are also excited to welcome Matt Moseley to the executive team as Market President. His wealth of leadership experience, deep credit expertise, and strong regional connections will be invaluable in driving success for our company, clients, and the communities we serve.”
Robison commented, “I am grateful for the opportunity to serve on the Plumas Bancorp Board and excited to contribute to its ongoing success. The core values of Plumas Bank closely align with those of Cornerstone Community Bank, reinforcing a shared commitment to community growth. I am confident that Plumas Bank’s dedication to its communities will lead to enhanced services in the region. I look forward to supporting the bank’s efforts in delivering innovative financial solutions to small businesses, entrepreneurs, and families in northern California and beyond.”
Moseley stated, “I am thrilled to join Plumas Bank as we embark on this exciting new chapter together. The synergy between our teams, shared values, and commitment to excellence make this transition seamless and full of potential. I look forward to collaborating to drive innovation, enhance services, and create even greater opportunities for our clients and communities. This is a powerful moment for growth, and I am eager to contribute to the future success of our combined organizations.”
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As of March 31, 2025, Cornerstone had total assets of $648 million, total loans outstanding of $492 million and total deposits of $572 million. With the completion of the merger, Plumas Bank adds four branches in Anderson, Red Bluff and Redding (two branches), California.
With the addition of Cornerstone, on a pro forma combined basis, Plumas had total assets of approximately $2.3 billion, total loans outstanding of approximately $1.5 billion and total deposits of approximately $1.9 billion as of March 31, 2025 (unaudited).
Raymond James & Associates, Inc. served as financial advisor to Plumas in the transaction. Sheppard, Mullin, Richter & Hampton LLP served as legal counsel to Plumas. Performance Trust Capital Partners, LLC served as financial advisor to Cornerstone and delivered a fairness opinion to its board of directors. Gary Steven Findley & Associates served as legal counsel to Cornerstone.
Investor Relations Contact:
Plumas Bancorp
5525 Kietzke Lane Ste. 100
Reno, NV 89511
775.786.0907 x8908
investorrelations@plumasbank.com
Cautionary Note Regarding Forward-Looking Statements
This release contains “forward-looking statements” that are subject to the safe harbor provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include but are not limited to plans, expectations, projections, and statements about Plumas and the benefits of the merger and other statements that are not historical facts. Forward-looking statements involve risks and uncertainties that are difficult to predict. 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 ability of Plumas successfully integrate Cornerstone’s business with its own; cost savings being less than anticipated; changes in economic conditions; the risk that the merger disrupts the business of Plumas, Cornerstone or both; difficulties in retaining senior management, employees or customers; and other factors that may affect the future results of the combined company. Further information regarding risk factors is contained in Plumas’s filings with the Securities and Exchange Commission, including its Form 10-K for the year ended December 31, 2024 and its registration statement on Form S-4 with respect to merger, copies of which are available on the SEC’s website at www.sec.gov and the investor relations section of Plumas’s website at www.plumasbank.com. Forward-looking statements made in this release speak only as of the date of this release. Plumas undertakes no obligation to revise or publicly release any revision or update to these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.
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