[8-K] Plumas Bancorp Reports Material Event

Rhea-AI Filing Summary

AAR Corp. (FY ended 31 May 2025) reported strong top-line momentum. Consolidated sales rose $461.6 M, or 19.9%, driven mainly by commercial demand and the late-FY24 Product Support acquisition. Commercial revenue grew $338.2 M (+20.6%); government revenue increased $123.4 M (+18.1%). Segment mix: Parts Supply 40% of sales, Repair & Engineering 32%, Integrated Solutions 25%, Expeditionary Services 3%.

Key portfolio moves included the sale of the Landing Gear Overhaul business to GA Telesis for $48 M, producing a $71.1 M divestiture loss, and a $2.1 M gain on exit of an Indian MRO JV. Integration of FY24’s Product Support buy and FY23’s Trax software investment is yielding cost synergies and digital upselling opportunities.

Growth pipeline: new multi-year distribution deals (Unison, Chromalloy, Ontic), an extended FTAI Aviation USM agreement (CFM56 through 2030) and two U.S. Navy P-8A support contracts. Firm backlog stands at $537.2 M (≈75% recognizable in FY26). Airframe MRO capacity is expanding via 114 k sq ft Miami and 80 k sq ft Oklahoma City hangars, targeted for service within 12-18 months (Miami slightly delayed by permitting).

Government exposure remains meaningful: U.S. government agencies and contractors accounted for $687.6 M, 24.7% of revenue. Shares outstanding on 30 Jun 2025 were 35.85 M; non-affiliate market value was ~$2.43 B (11 Nov 2024 close). Workforce totals 5,600 employees and 500 contractors.

Positive

• Sales up 19.9% year-on-year, outpacing industry recovery.
• $537.2 M firm backlog with high near-term conversion.
• Multiple new long-term distribution and Navy contracts extend revenue visibility.
• Integration of Product Support and Trax acquisitions delivering synergies and digital capabilities.
• Airframe MRO capacity expansions in Miami and Oklahoma City support future growth.

Negative

• $71.1 M loss on Landing Gear Overhaul divestiture impacts FY25 earnings quality.
• Miami hangar expansion experiencing permitting delays, pushing out capacity addition.
• Continued reliance on U.S. government spending (25% of sales) exposes company to budget risk.

Insights

Equity Research Analyst

TL;DR – 19.9% sales surge, contract wins, but divestiture charge trims bottom-line quality.

Revenue acceleration confirms robust aftermarket cycle and successful Product Support integration. Distribution contracts and Navy awards broaden multi-year visibility, while a $537 M backlog supports FY26 growth. However, the $71 M write-down on Landing Gear Overhaul masks underlying EBIT leverage and underscores execution risk in portfolio pruning. Facility expansions should lift long-run capacity but near-term capex and Miami delays warrant monitoring. Overall, qualitative tone remains positive with balanced risk.

Government Contracting Specialist

TL;DR – Stable federal exposure; budget shifts remain a watch-item.

U.S. government revenue rose 19% to $688 M, buoyed by P-8A contracts and DoD logistics work. Contract structure (multi-year ID/IQ, performance-based) offers predictability, yet future appropriations or State-Department cuts could compress volumes. Backlog conversion (75% within 12 months) provides near-term cushion. No compliance red flags noted; continued large-accelerated-filer status suggests strong reporting discipline.

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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): July 21, 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	The Nasdaq Stock Market LLC

Item 1.01. Entry into a Material Definitive Agreement.

On July 21, 2025, Plumas Bancorp (the “Company”) and its wholly-owned bank subsidiary, Plumas Bank (the “Bank”), entered into a Change in Control Agreement (each such agreement, a “CIC Agreement”) with each of Richard Belstock, Executive Vice President and Chief Financial Officer; Mathew Moseley, Executive Vice President and Market President; Aaron Boigon, Executive Vice President and Chief Information Officer; Jeff Moore, Executive Vice President and Chief Credit Officer; and, Jack Prescott, Executive Vice President and Chief Banking Officer (each, an “Executive”).

Each CIC Agreement provides that in the event the Company or the Bank terminates the Executive without “cause” or the Executive voluntarily terminates his or her employment for “good reason” within 24 months following a “change in control” (as those terms are defined in the Executive’s CIC Agreement), then the Executive shall be entitled to receive (1) a lump sum payment in the amount equal to the sum of (a) an amount equal to the Executive’s annual base salary in effect as of immediately before the change in control, (b) to the extent not previously paid, the Executive’s annual incentive bonus for the calendar year ending immediately prior to the date that the Executive’s employment terminates and (c) a prorated (based on the number of days of service completed for the fiscal year in which the Executive’s employment terminates) portion of the Executive’s average cash bonus over the preceding three fiscal years and (2) reimbursement for the costs of COBRA insurance premiums for up to 18 months, in each case subject to the Executive executing a release of claims in favor of the Company, the Bank and their successors. The benefit to which an Executive is entitled under his or her CIC Agreement may be reduced to avoid the application of federal excise taxes under Section 280G of the Internal Revenue Code. In addition, each Executive agrees not misappropriate the Company’s or the Bank’s trade secrets by diverting business or soliciting the employees of the Company or the Bank for a period of 12 months following the Executive’s termination of employment.

Each CIC Agreement provides for an initial term ending on December 31, 2028 with automatic, successive one-year renewal periods unless the Company or the Bank notifies the Executive of an intent to terminate the CIC Agreement at least 60 days prior to the end of the then-current term, provided that if there has been a public announcement of a transaction that is intended to or would reasonably be expected to result in a change in control prior to the end of the then-current term, the CIC Agreement shall renew for an additional year regardless of whether a notice of termination has been provided, provided further, if the CIC Agreement continues to be in effect upon a change in control, the term of the CIC Agreement shall terminate on the second anniversary of the closing date of such change in control.

This description is a summary and does not purport to be a complete description of all of the terms of the CIC Agreements and it is qualified in its entirety by reference to the form of the CIC Agreement, which is filed as Exhibit 10.2 to this report and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
10.1		Form of Change of Control Agreement among Plumas Bancorp, Plumas Bank and certain executive officers
10.2		Schedule of Executive Officers Party to Change of Control Agreements
104		Cover Page Interactive Data File

SIGNATURE

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: July 21, 2025	By:	/s/   Richard L. Belstock
		Name: Richard L. Belstock
		Title: Chief Financial Officer

FAQ

How much did AAR Corp.'s (AIR) revenue grow in fiscal 2025?

Consolidated sales increased by $461.6 million, or 19.9% versus fiscal 2024.

What impact did the Landing Gear Overhaul divestiture have on AIR's results?

The sale generated $48 million in proceeds but led to a $71.1 million loss, including $14.6 million of goodwill.

What is AIR's current backlog and when will it convert to revenue?

Firm backlog is $537.2 million; management expects about 75% to be recognized in fiscal 2026.

Which segments contributed most to AIR's fiscal-year sales?

Parts Supply accounted for 40%, Repair & Engineering 32%, Integrated Solutions 25%, and Expeditionary Services 3%.

What facility expansions are underway at AIR?

New airframe MRO hangars—114 k sq ft in Miami and 80 k sq ft in Oklahoma City—are slated to open within 12-18 months.