Plumas Bancorp Files 8-K: Director Indemnification Post‑Merger

Rhea-AI Filing Summary

Plumas Bancorp and its subsidiary Plumas Bank have entered indemnification agreements covering Ken Robison, who joined the board after the company’s acquisition-related appointment. The agreements commit the Company and the Bank to indemnify directors and executive officers and to advance expenses to the fullest extent permitted by law, and they set procedures for requesting indemnification. These agreements supplement existing corporate charter, bylaw and legal protections and are based on the forms previously filed by the company, which are incorporated by reference.

Positive

• Director protection established via indemnification for Ken Robison, aligning governance post‑merger
• Advancement of expenses is provided to the fullest extent permitted by law, reducing personal liability risks
• Procedural clarity on how directors or officers may request and receive indemnification

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Indemnification aligns director protections with standard post‑deal governance practices and reduces personal liability risk for the new director.

The indemnification agreements provide customary protections by requiring advancement of expenses and broad indemnity to directors and officers, which is typical following merger transactions where new appointees join the board. This reduces personal financial exposure for the director serving because of the acquisition and clarifies procedural steps to obtain indemnification. The disclosure relies on previously filed forms rather than presenting new substantive variations.

M&A Specialist

TL;DR: These agreements are routine post‑closing mechanics tied to the merger and help integrate governance protections for acquisition‑related appointees.

Embedding indemnification obligations in the Company and Bank is a common element of merger agreements to secure directors installed as part of a deal. The filing confirms contractual follow‑through, but it does not introduce new financial commitments beyond standard indemnity language nor detail material cash flow impacts. The materiality stems from corporate governance alignment rather than direct economic effect disclosed here.

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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): August 25, 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

Item 1.01 Entry into a Material Definitive Agreement.

On August 25, 2025, the Board of Directors of Plumas Bancorp (the “Company”) and its subsidiary, Plumas Bank (the “Bank”), entered into indemnification agreements for Ken Robison, appointed to the Board on July 1, 2025, in accordance with the merger agreement in the Company’s acquisition of Cornerstone Community Bancorp. The indemnification agreements require the Company and the Bank to indemnify their directors and executive officers and to advance expenses on their behalf to the fullest extent permitted by applicable law and establish the procedures by which a director or executive officer may request and receive indemnification. The agreements are in addition to other rights to which a director or executive officer may be entitled under the Company’s or the Bank’s articles of incorporation, bylaws and applicable law.

The foregoing summary description of the indemnification agreements is not intended to be complete and is qualified in its entirety by the complete text of the forms of indemnification agreements filed as Exhibits 10.1 and 10.2 to the Registrant’s Form 8-K filed August 20, 2020 which is incorporated by this reference herein.

Item 9.01 Exhibits

Number Description

10.1 Form of Plumas Bancorp Indemnification Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on August 20, 2020)

10.2 Form of Plumas Bank Indemnification Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on August 20, 2020)

104 Cover Page Interactive Data File

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 25, 2025	By:	/s/ Richard L. Belstock
		Name: Richard L. Belstock
		Title: Chief Financial Officer

FAQ

What did Plumas Bancorp (PLBC) disclose in this 8-K about Ken Robison?

The company disclosed indemnification agreements for Ken Robison, who was appointed to the board in connection with the acquisition.

Does the 8-K state what protections the indemnification agreements provide?

Yes. The agreements require indemnification of directors and executive officers and advance of expenses to the fullest extent permitted by law, and set procedures for requesting indemnification.

Are the full indemnification agreement texts included in this filing?

No. The filing incorporates by reference the forms of indemnification agreements previously filed rather than restating the full text here.

Is this indemnification tied to a merger or acquisition?

Yes. The indemnification for the director was entered into in accordance with the merger agreement related to the company’s acquisition.

Does the filing describe any financial impact from these indemnification agreements?

No financial impact is disclosed in this filing; it focuses on the existence and scope of the indemnification arrangements.