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Plumas Bancorp (PLBC) adopts new RSU agreement under 2022 equity plan

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Plumas Bancorp reported that its Board of Directors approved a new standard restricted stock unit (RSU) award agreement under the 2022 Equity Incentive Plan. This agreement will be used for future grants of RSUs to directors, executives, and employees, with awards vesting over time based on continued service.

The key change from the prior agreement is that holders of unvested RSUs will no longer receive cash dividends or dividend equivalents on the underlying shares. Instead, participants will only receive dividends on shares that are actually issued after the RSUs vest. The new form of award agreement is filed as an exhibit.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
false 0001168455 0001168455 2026-03-01 2026-03-01
 
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): March 1, 2026
 
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
 
 
-1-
 
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On March 1, 2026, the Board of Directors (the “Board”) of Plumas Bancorp (the “Company”) adopted a new form of restricted stock unit award agreement under the Plumas Bancorp 2022 Equity Incentive Plan (the “Plan”), which form will be used for grants to directors, executives and employees from time to time.
 
The form of restricted stock unit award provides for the grant of restricted units of common stock of the Company that are subject to vesting over time. The vesting of restricted stock units is subject to the grantee’s continued employment or service through the vesting date. The Board or its authorized committee under the Plan will establish the vesting schedule for the restricted stock units.
 
In contrast to the Company’s previous form of award agreement, the new form of restricted stock unit award agreement provides that no cash dividends or dividend equivalents will be awarded on shares of common stock underlying unvested restricted stock units and that participants are only entitled to dividends payable on shares issued after vesting.
 
A copy of the newly approved form of award is filed as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the form of award is qualified in its entirety by reference to the full text of the form filed with this report.
 
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
10.1
Form of Restricted Stock Unit Agreement Under Plumas Bancorp 2022 Equity Incentive Plan (2026)
   
10.2
Plumas Bancorp 2022 Equity Incentive Plan (incorporated by reference to Appendix A to Plumas Bancorp’s Definitive Proxy Statement filed on March 28, 2022)
   
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
-2-
 
 
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)
March 2, 2026
By:
/s/ Richard L. Belstock
Name: Richard L. Belstock
Title: Chief Financial Officer
 
 
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Source: View Original Filing on SEC EDGAR

FAQ

What did Plumas Bancorp (PLBC) change in its equity incentive awards?

Plumas Bancorp approved a new standard restricted stock unit award agreement under its 2022 Equity Incentive Plan. The agreement updates how RSUs are granted and clarifies that recipients earn shares over time through vesting, rather than receiving immediate stock ownership when the awards are granted.

How do the new Plumas Bancorp RSU awards vest under the 2022 plan?

Under the new RSU agreement, awards vest over time based on continued employment or service through each vesting date. The Board of Directors or its authorized committee will establish the specific vesting schedule, allowing the company to tailor vesting terms for different participants and grant types within the plan.

Do Plumas Bancorp RSU holders receive dividends before their awards vest?

Under the revised RSU agreement, holders of unvested restricted stock units do not receive cash dividends or dividend equivalents. Participants only become entitled to dividends on shares that are actually issued after the RSUs vest, aligning dividend rights with full ownership of common stock.

Who is eligible for Plumas Bancorp’s new RSU awards under the 2022 Equity Incentive Plan?

The new RSU award form is designed for grants to directors, executives, and employees of Plumas Bancorp. Awards are made under the existing 2022 Equity Incentive Plan, and the Board or its authorized committee will decide when, to whom, and on what terms these equity-based incentives are granted.

Where can investors find the full text of Plumas Bancorp’s new RSU agreement?

The full text of the new restricted stock unit award agreement is filed as Exhibit 10.1. Plumas Bancorp states that its brief description is qualified in its entirety by this document, so investors can review all detailed terms and conditions directly in the attached exhibit.

Did Plumas Bancorp change its 2022 Equity Incentive Plan itself in this filing?

The filing focuses on adopting a new form of RSU award agreement to be used under the existing 2022 Equity Incentive Plan. The plan document itself is referenced as Exhibit 10.2, incorporated from a prior proxy statement, rather than being newly amended or restated here.

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