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

Date of Report: August 14, 2024

(Date of earliest event reported)

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 Number)
5525 Kietzke Lane, Suite 100, Reno,
Nevada		89511
(Address of principal executive offices)		(Zip Code)

775-786-0907

(Registrant's telephone number, including area code)

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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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, no par value	PLBC	The NASDAQ Stock Market LLC

Item 1.02 Termination of a Material Definitive Agreement.

On August 14, 2024, Plumas Bank (the “Bank”), a wholly-owned subsidiary of Plumas Bancorp (the “Company”), and Mountainseed Real Estate Services, LLC, a Georgia limited liability company (“Mountainseed”), mutually agreed to terminate an Agreement for Purchase and Sale of Real Property dated as of January 19, 2024 (the “Purchase Agreement”).

The Purchase Agreement provided that Mountainseed would purchase from the Bank three properties operated by the Bank as administrative offices for an aggregate purchase price of approximately $7.9 million, subject to Mountainseed performing satisfactory due diligence and other customary closing conditions. The Purchase Agreement further provided that upon the completion of the sale transaction, Mountainseed would lease the properties back to the Bank.

The termination of the Purchase Agreement does not affect the Bank’s sale and leaseback transaction with Mountainseed with respect to nine branch office properties, which, as previously reported, was completed on February 14, 2024.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
10.1		Agreement for Purchase and Sale of Real Property by and between Plumas Bank and Mountainseed Real Estate Services, LLC (incorporated by referenced to Exhibit 10.2 to the Company’s Form 8-K filed on January 23, 2024)
10.2		First Amendment to Agreement for Purchase and Sale of Property dated as of March 14, 2024 by and between Plumas Bank and Mountainseed Real Estate Services, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on March 15, 2024)
10.3		Termination Agreement 2024 by and between Plumas Bank and Mountainseed Real Estate Services, LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5). The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment 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)

August 15, 2024	By:	/s/ Richard L. Belstock
		Name: Richard L. Belstock
		Title: Chief Financial Officer

Exhibit 10.3

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (this “Termination Agreement”) is entered into as of August 14, 2024 (the “Effective Date”)by and between MountainSeed Real Estate Services, LLC, a Georgia limited liability company (“MountainSeed”), and Plumas Bank, a California corporation (“Company”). Each of MountainSeed and Company may be referred to herein individually as a “Party” or collectively as the “Parties”.

RECITALS

A. MountainSeed and Company are parties to that certain Agreement for Purchase and Sale of Property dated January 19, 2024, as amended by that certain First Amendment to Agreement for Purchase and Sale of Property dated March 14, 2024 (as amended, the “Existing Agreement”). All initially capitalized terms used by otherwise defined herein shall have the meanings set forth for such terms in the Existing Agreement.

B. MountainSeed and Company now wish to terminate the Existing Agreement, subject to the terms set forth in this Termination Agreement.

AGREEMENT

1	Termination of Existing Agreement. As of the Effective Date, the Existing Agreement is hereby terminated in its entirety, and the parties to the Existing Agreement shall no further rights or obligations thereunder, except for those which expressly survive any termination of the Existing Agreement.

2	Deposit. The Parties acknowledge and agree that Company is entitled to retain the Deposit and MountainSeed hereby authorizes Escrow Agent to disburse the Deposit to Company.

Mutual Release. Each Party releases and forever discharges the other Party and all of its employees, agents, successors, assigns, legal representatives, affiliates, directors and officers from and against any and all actions, claims, suits, demands, payment obligations or other obligations or liabilities of any nature whatsoever, whether known or unknown, which such Party or any of its employees, agents, successors, assigns, legal representatives, affiliates, directors and officers have had, now have or may in the future have directly or indirectly arising out of (or in connection with) the Existing Agreement, including any activities undertaken pursuant to any of the Existing Agreement.

4	Representations and Warranties. Each Party hereby represents and warrants to the other Party that:

4.1	It has the full right, power and authority to enter into this Termination Agreement and to perform its obligations hereunder.

4.2	The execution of this Termination Agreement by the individual whose signature is set forth at the end of this Termination Agreement on behalf of such Party, and the delivery of this Termination Agreement by such Party, have been duly authorized by all necessary action on the part of such Party.

4.3	This Termination Agreement has been executed and delivered by such Party and constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.

TERMINATION AGREEMENT

Page 1 of 3

5	Entire Agreement. This Termination Agreement constitutes the full and accurate understanding and agreement between and among the Parties relating to the entire subject matter and supersedes all prior agreements, representations and understandings of the Parties.

Governing Law. This Termination Agreement and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Termination Agreement or the negotiation, execution or performance of Termination Agreement, shall be governed by the internal laws of the State of Georgia without regard to any conflicts of law principles.

Counterparts & Electronic Signatures. This Termination Agreement may be executed in counterparts, in which event all executed copies taken together or a copy with all of the signature pages attached thereto, shall constitute one and the same instrument, and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party. The electronic transmission of signatures to this Termination Agreement shall be valid, legal and binding on both Parties.

[Signature Page Follows]

TERMINATION AGREEMENT

Page 2 of 3

IN WITNESS WHEREOF, the parties hereto have executed this Termination Agreement as of the day and year first written above.

MOUNTAINSEED:

MOUNTAINSEED REAL ESTATE SERVICES, LLC

By: /s/ Nathan Brown

Name: Nathan Brown

Title: President

COMPANY:

PLUMAS BANK

By: /s/ Richard Belstock

Name: Richard Belstock

Title: CFO

TERMINATION AGREEMENT

Page 3 of 3

Document And Entity Information	Aug. 14, 2024
Document Information [Line Items]
Entity, Registrant Name	Plumas Bancorp
Document, Type	8-K
Document, Period End Date	Aug. 14, 2024
Entity, Incorporation, State or Country Code	CA
Entity, File Number	000-49883
Entity, Tax Identification Number	75-2987096
Entity, Address, Address Line One	5525 Kietzke Lane, Suite 100
Entity, Address, City or Town	Reno
Entity, Address, State or Province	NV
Entity, Address, Postal Zip Code	89511
City Area Code	775
Local Phone Number	786-0907
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Title of 12(b) Security	Common Stock
Trading Symbol	PLBC
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity, Central Index Key	0001168455