Form 8-K - Current report

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

February 14, 2024

Date of Report (Date of Earliest Event Reported)

AMES NATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Iowa	0-32637	42-1039071
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer
Incorporation or Organization)		Identification No.)

405 FIFTH STREET

AMES, Iowa 50010

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (515) 232-6251

NOT APPLICABLE

(Former Name, Former Address and Former Fiscal Year, 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))

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock	ATLO	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by checkmark 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. ☐

Item 7.01 Regulation FD Disclosure

For the benefit of its investors, the Company hereby furnishes the attached 2023 Summary Annual Report as Exhibit 99.1.

The information furnished in this item of this Form 8-K, and the related exhibit, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 8.01 Other Events

On February 14, 2024, the Company announced the declaration of a cash dividend and nominees for the Board of Directors in 2024. A copy of the press release dated February 15, 2024 is attached as Exhibit 99.2.

Item 9.01 Financial Statement and Exhibits

(d)

The following exhibit is furnished as part of this Report.

	Exhibit No.	Description

	99.1	2023 Summary Annual Report
	99.2	News Release dated February 15, 2024
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	AMES NATIONAL CORPORATION


Date: February 15, 2024	By:	/s/ John P. Nelson
		John P. Nelson, President
		(Principal Executive Officer)

Exhibit 99.1

PRESS RELEASE

Exhibit 99.2

FOR IMMEDIATE RELEASE	CONTACT:	JOHN P. NELSON,
		PRESIDENT
		(515) 232-6251

February 15, 2024

AMES NATIONAL CORPORATION DECLARED CASH DIVIDEND AND ANNOUNCED NOMINEES FOR THE BOARD OF DIRECTORS IN 2024

AMES, IOWA – On February 14, 2024, Ames National Corporation (the “Company”) declared a cash dividend of $0.27 per common share. The dividend is payable May 15, 2024, to shareholders of record at the close of business on May 1, 2024. The quarterly dividend remained the same as the quarterly dividend declared in 2023.

The Company also announced four nominees to the Board of Directors. The nominees for a three-year term are Lisa M. Eslinger and John L. Pierschbacher each of whom is currently serving as a director and is standing for re-election to the Board and Everett S. Miles and Scot A. Trost, who have not previously served as directors.

This press release is not a solicitation of proxies from holders of common stock of Ames National Corporation (the "Company"). The Company will provide shareholders with a proxy statement and related materials in connection with the 2024 Annual Meeting of Shareholders. Any solicitation of proxies by or on behalf of the Company in connection with the 2024 Annual Meeting of Shareholders will be conducted upon and following the dissemination of the proxy statement and other materials in accordance with applicable law.

Ames National Corporation is listed on the NASDAQ Capital Market under the ticker symbol, ATLO. The Company’s affiliate banks include: First National Bank, Ames, Iowa; Boone Bank & Trust Co., Boone, Iowa; State Bank & Trust Co., Nevada, Iowa; Iowa State Savings Bank, Creston, Iowa; Reliance State Bank, Story City, Iowa; and United Bank & Trust Co., Marshalltown, Iowa. Additional information about the Company can be found at www.amesnational.com.

Document And Entity Information	Feb. 14, 2024
Document Information [Line Items]
Entity, Registrant Name	AMES NATIONAL CORPORATION
Document, Type	8-K
Document, Period End Date	Feb. 14, 2024
Entity, Incorporation, State or Country Code	IA
Entity, File Number	0-32637
Entity, Tax Identification Number	42-1039071
Entity, Address, Address Line One	405 FIFTH STREET
Entity, Address, City or Town	AMES
Entity, Address, State or Province	IA
Entity, Address, Postal Zip Code	50010
City Area Code	515
Local Phone Number	232-6251
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	ATLO
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001132651