Plumas Bancorp美股招股说明书(2025-04-11版)

To the Shareholders of Cornerstone Community Bancorp: On January 28, 2025, Cornerstone Community Bancorp, which we refer to as Cornerstone, entered into an agreement and plan of merger and reorganization,which we refer to as the merger agreement, with Plumas Bancorp, which we refer to as Plumas. If the required shareholder and regulatory approvals are obtained, allclosing conditions are satisfied or waived and the merger is subsequently completed, Cornerstone will merge with and into Plumas, with Plumas as the survivingcorporation, which we refer to as the merger. Immediately following the merger, Cornerstone’s subsidiary bank, Cornerstone Community Bank, will merge with and intoPlumas’s subsidiary bank, Plumas Bank, with Plumas Bank as the surviving bank. You are cordially invited to attend a special meeting of Cornerstone shareholders, to be held at 6:00 p.m., Pacific Time, on June 2, 2025, at Cornerstone’soffices located at 500 Riverside Way, Red Bluff, California 96080. At the special meeting, Cornerstone shareholders will be asked to consider and vote upon a proposalto approve the merger agreement. Cornerstone cannot complete the proposed merger unless shareholders holding at least a majority of the outstanding Cornerstoneshares of common stock vote to approve the merger agreement. This letter is accompanied by the attached proxy statement/prospectus, which the Cornerstone board ofdirectors is providing to solicit your proxy to vote for the approval of the merger agreement. In the merger, each share of Cornerstone common stock (other than dissenting shares) will be converted into the right to receive (i) 0.6608 of a share of Plumascommon stock, which we refer to as the exchange ratio, and (ii) cash consideration of $9.75, subject to potential downward adjustment, which we refer to collectively asthe merger consideration. Cornerstone shareholders will receive cash in lieu of any fractional shares of Plumascommon stock, without interest. The cash considerationmay be adjusted downward if Cornerstone’s adjusted tangible common equity (as defined in the merger agreement) as of the month-end preceding the date of the mergeris less than $42,586,066 or if the merger-related expenses (as defined in the merger agreement and giving credit for any recoveries on a specific Cornerstone Bank loan)are greater than $7,000,000, as further described in the accompanying proxy statement/prospectus. The merger agreement permits the parties to terminate the mergeragreement prior to the closing of the merger under certain circumstances, as further described in the accompanying proxy statement/prospectus. Based on the closing price of Plumas common stock of $47.76 on January 28, 2025, the closing price just prior to the first announcement of the transaction, thetotal aggregate consideration for the merger is approximately $64.6 million, or an implied value of $41.31 per share of Cornerstone common stock. The closing price ofCornerstone common stock on January 28, 2025 was $27.63. Based on the closing price per share of Plumascommon stock on April 4, 2025 (the most recent day forwhich information was available prior to the printing and mailing of this proxy statement/prospectus) the implied value of the merger consideration payable to holders ofCornerstone common stock is $38.14 per share. The value of the merger consideration will fluctuate based on the market price of Plumascommon stock prior to theclosing of the merger and whether the cash consideration portion of the merger consideration is adjusted. Consequently, the value of the merger consideration will not beknown at the time you vote on the proposal to approve the merger agreement. You should obtain current stock price quotations for Plumas common stock and Cornerstone common stock. Plumas common stock is traded on theNasdaq Capital Market under the symbol“PLBC.”Cornerstone common stock is traded on the OTC Market Group’s OTCPK Market under the symbol“CRSB.” We expect the merger to be generally tax deferred to Cornerstone shareholders for U.S. federal income tax purposes, except for the cash consideration receivedby Cornerstone shareholders, cash in lieu of fractional Plumas shares and for Cornerstone shareholders who exercise their dissenters’ rights with respect to the merger. Table of Contents Based on Cornerstone’s reasons for the merger described in the accompanying proxy statement/prospectus, the Cornerstone board of directors believes that themerger consideration is fair to Cornerstone shareholders and in your best interests.Accordingly, the Cornerstone board of directors unanimously recommends thatyou vote“FOR”the approval of the merger agreement. The accompanying proxy statement/prospectus gives you detailed information about the Cornerstone special meeting, the merger, the merger agreement andrelated matters. You are encouraged to read the attached proxy statement/prospectus carefully.In particular, you should read the“Risk Factors”section beginningo