Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1 TO

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

PLUMAS BANCORP
(Exact Name of Registrant as Specified in its Charter)

5525 Kietzke Lane
Reno, Nevada 89511
(775) 786-0907
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant’s Principal Executive Offices)

Andrew J. Ryback
President and Chief Executive Officer
Plumas Bancorp
5525 Kietzke Lane
Reno, Nevada 89511
(775) 786-0907
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐   

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

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If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.  ☐             

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Information in this proxy statement/prospectus is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY PROXY STATEMENT/PROSPECTUS - SUBJECT TO COMPLETION - DATED MAY 3,14, 2021

MERGER PROPOSED - YOUR VOTE IS VERY IMPORTANT

Dear Stockholder of Feather River Bancorp, Inc.:

On March 10, 2021, Feather River Bancorp, Inc., or Feather River, entered into an Agreement and Plan of Merger and Reorganization, which we refer to as the merger agreement, with Plumas Bancorp, or Plumas. The merger agreement provides for the merger of Feather River with and into Plumas, with Plumas surviving the merger, which we refer to as the merger. We are sending you this document to ask that you approve the merger agreement and the merger.

In connection with the merger, Feather River will hold a special meeting of its stockholders, which we refer to as the Feather River special meeting, on ,June 24, 2021, at 5:306:00 p.m., Pacific Time, at the main office of BFRBank of Feather River located at 1280 Bridge Street, Yuba City, California 95991. At the Feather River special meeting, you will be asked to consider and vote upon a proposal to approve the merger agreement and the transactions contemplated thereby, or the merger proposal, and a proposal to approve the adjournment or postponement of the Feather River special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the merger proposal, or the adjournment proposal.

The aggregate merger consideration to be issued to Feather River stockholders in connection with the merger consists of $4,735,184 in cash and 598,129 shares of Plumas common stock.

If the merger is completed, each share of Feather River common stock outstanding immediately prior to the effective time of the merger will be converted into the right to receive, at the holder’s election, either cash, which we refer to as the cash consideration, or shares of Plumas common stock, together with cash in lieu of a fractional share of Plumas common stock, which we refer to as the stock consideration. As a Feather River stockholder, you will have the opportunity to elect the form of consideration to be received for all shares of Feather River common stock held by you, subject to the allocation and proration procedures set forth in the merger agreement and described in the attached proxy statement/prospectus. These allocation procedures are intended to ensure that the aggregate merger consideration consists of $4,735,184 in cash and 598,129 shares of Plumas common stock. The form of the merger consideration ultimately received by you will depend upon the election, allocation and proration procedures described in this proxy statement/prospectus and the choices of other Feather River stockholders, and may be different from what you elect.

Plumas’s common stock is listed for trading on the NASDAQ Stock Market, or NASDAQ, under the symbol “PLBC.” The merger agreement provides that the amount of the cash consideration and the amount of stock consideration will be equal in value at the time of the merger, with shares of Plumas common stock valued based on the volume-weighted average trading price of Plumas common stock for the 10 trading days ending on the last trading day immediately preceding the closing date of the merger. Therefore, the value of the aggregate merger consideration, the amount of the cash consideration per share of Feather River common stock and the number of shares of stock consideration of Feather River common stock will fluctuate between the date of this proxy statement/prospectus and the completion of the merger based upon the market value of Plumas common stock. Based on the volume-weighted average trading price of Plumas common stock on NASDAQ of $27.67 for the 10 trading days preceding March 10, 2021, the day the merger agreement was signed, the aggregate merger consideration was valued at $21.3 million and if the merger had been completed on that day, the amount of the cash consideration would have been $17.42 per share of Feather River common stock and the stock consideration would have consisted of 0.6295 shares of Plumas common stock per share of Feather River common stock. Based on the volume-weighted average trading price of Plumas common stock on NASDAQ of $____$27.16 for the 10 trading days preceding ,May 14, 2021, the latest practicable trading day before the date of this proxy statement/prospectus, the aggregate merger consideration was valued at $___$21.0 million and if the merger were completed on that day, the amount of the cash consideration would have been $___$17.17 per share of Feather River common stock and the stock consideration consisted of ___0.6321 shares of Plumas common stock per share of Feather River common stock. You should obtain current market quotations for Plumas’s common stock before deciding how to vote on the merger.

After careful consideration, the Feather River board of directors unanimously approved and adopted the merger agreement and the transactions contemplated thereby, including the merger. The Feather River board of directors recommends that you vote: “FOR” the merger proposal and “FOR” the adjournment proposal.

The accompanying document is a proxy statement of Feather River and a prospectus of Plumas, and provides you with information about Feather River, Plumas, the Feather River special meeting, the merger proposal, the merger, the documents related to the merger and other related matters. Feather River encourages you to read the entire proxy statement/prospectus, including any documents it refers you to, and its appendices carefully and in their entirety. For a discussion of risk factors you should consider in evaluating the merger agreement you are being asked to approve, see “Risk Factors” beginning on page _____24 of the accompanying proxy statement/prospectus.

Under Delaware law, appraisal rights will be available to Feather River stockholders of record who do not vote in favor of the merger proposal. To exercise your appraisal rights, you must strictly follow the procedures prescribed by Delaware law. These procedures are summarized in the accompanying proxy statement/prospectus in the section titled “Appraisal and Dissenters’ Rights” beginning on page __.99.

Your vote is important regardless of the number of shares of Feather River common stock that you own. Approval of the merger proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Feather River common stock entitled to vote on the merger proposal at the Feather River special meeting. Accordingly, whether or not you plan to attend the Feather River special meeting, please take time to vote by following the voting instructions included in the enclosed proxy card. Submitting a proxy now will not prevent you from being able to vote in person at the Feather River special meeting.

We look forward to seeing you at the Feather River special meeting.

Sincerely,

/s/ Julie Morehead

Julie Morehead

President and Chief Executive Officer

Neither the Securities and Exchange Commission, or SEC, nor any state securities commission has approved or disapproved of the shares of Plumas common stock to be issued in the merger or determined whether this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

The securities to be issued in connection with the merger are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

This proxy statement/prospectus is dated ,May 14, 2021 and is being first mailed to Feather River stockholders on or about  ,May 21, 2021.

FEATHER RIVER BANCORP, INC.

1280 Bridge Street
Yuba City, CA 95991

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON ,JUNE 24, 2021

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Feather River Bancorp, Inc., or Feather River, will be held on ,June 24, 2021, at 5:306:00 p.m., Pacific Time, at 1280 Bridge Street, Yuba City, California 95991.

The special meeting of stockholders of Feather River Bancorp, Inc., or the Feather River special meeting, is for the purpose of considering and acting upon:

1.         A proposal to approve the Agreement and Plan of Merger and Reorganization, or the merger agreement, dated as of March 10, 2021, by and between Plumas Bancorp, or Plumas, and Feather River, a copy of which is included in this proxy statement/prospectus as Appendix A, pursuant to which Feather River will merge with and into Plumas, with Plumas surviving the merger, which is referred to as the merger, and the transactions contemplated thereby. We refer to this proposal as the merger proposal.

2.         A proposal to adjourn or postpone the Feather River special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the merger proposal. We refer to this proposal as the adjournment proposal.

Any action may be taken on the foregoing proposals at the Feather River special meeting on the date specified above or on any date or dates to which, by original or later adjournment or postponement, the Feather River special meeting may be adjourned. Only Feather River stockholders of record as of the close of business on April 21,May 17, 2021 are entitled to notice of and to vote at the Feather River special meeting and any adjournments or postponements thereof.

A summary of the appraisal and dissenters’ rights that may be available to you is described in “Appraisal and Dissenters’ Rights” beginning on page 99 of the accompanying proxy statement/prospectus. Please note that if you wish to exercise appraisal or dissenters’ rights you must not sign and return a proxy voting in favor of the merger proposal. However, so long as you do not return a proxy at all, it is not necessary to affirmatively vote against or disapprove the merger proposal. In addition, you must take all other steps necessary to perfect your appraisal or dissenters’ rights.

We expect to hold the Feather River special meeting in person, but we continue to monitor the situation regarding COVID-19 closely. Accordingly, we are planning for the possibility that the Feather River special meeting may be subject to special precautions, including limitations on the number of participants in one room or other limitations. In that regard, only Feather River stockholders will be admitted to the special meeting. No guests will be permitted. For safety and security purposes, you will need to obtain authorization in advance to attend the Feather River special meeting in person. To do so, please make your request by mail to 1280 Bridge Street, Yuba City, CA 95991, Attention: Chief Financial Officer, by email at LGates@bofr.bank or by phone at (530) 755-3700. Feather River must receive your request for pre-authorization on or before ,June 17, 2021.

THE BOARDS OF DIRECTORS OF FEATHER RIVER AND PLUMAS BANCORP HAVE EACH UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY AND HAVE DETERMINED THAT THE MERGER IS IN THE BEST INTEREST OF THEIR RESPECTIVE SHAREHOLDERS. THE FEATHER RIVER BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE MERGER PROPOSAL AND “FOR” THE ADJOURNMENT PROPOSAL.

Your vote is very important. Whether or not you intend to attend the Feather River special meeting, please promptly complete, sign, date and return your proxy card in the enclosed envelope. You may also vote in person at the Feather River special meeting. The proxy will not be used if you attend and vote at the Feather River special meeting in person.

HOW TO OBTAIN MORE INFORMATION

This proxy statement/prospectus incorporates important business and financial information about Plumas from documents filed with the SEC that are not included in or delivered with this proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by Plumas at no cost from the SEC’s website maintained at http://www.sec.gov. You may also request copies of these documents, including documents incorporated by reference into this proxy statement/prospectus, at no cost by contacting Plumas in writing at the address or by telephone as specified below:

Richard Belstock
Chief Financial Officer
Plumas Bancorp
5525 Kietzke Lane
Reno, Nevada
(775) 786-0907

In order for you to receive timely delivery of the documents, you must request them no later than five business days before the date of the Feather River special meeting. This means that Feather River stockholders requesting documents must do so by ,June 17, 2021 in order to receive them before the Feather River special meeting.

You should only rely on the information contained in this proxy statement/prospectus. We have not authorized anyone to provide shareholders of Feather River with different information. This proxy statement/prospectus is dated ,May 14, 2021; you should not assume that information contained in this proxy statement/prospectus is accurate as of any date other than that date.

This document does not constitute an offer to sell, or a solicitation of an offer to buy any securities, or the solicitation of a consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

See “Where You Can Find More Information” beginning on page 108 of this proxy statement/prospectus for further information.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGER

The following are answers to certain questions that you may have regarding the merger and the Feather River special meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional information is also contained in the appendices to this proxy statement/prospectus.

A: Yes. The Plumas common stock to be issued to Feather River stockholders will be listed on NASDAQ under the symbol “PLBC.” Unless you are deemed an “affiliate” of Plumas after the merger is completed, you may sell the shares of Plumas common stock you receive without restriction.

A: No. Your bank, broker or other nominee will not be able to vote shares held by it in street name on your behalf without instructions from you. You should instruct your bank, broker or other nominee to vote your shares by following the directions your bank, broker or other nominee provides to you.

SUMMARY

This summary highlights selected information from this proxy statement/prospectus and may not contain all the information that is important to you. We urge you to read carefully this entire document, and the documents referenced herein, for a more complete understanding of the merger between Plumas and Feather River. In addition, we incorporate by reference into this document important business and financial information about Plumas. You may obtain the information incorporated by reference in this document without charge by following the instructions in the section entitled “Where You Can Find More Information.” Each item in this summary includes a page reference directing you to a more complete description of that item.

Unless the context otherwise requires, references in this proxy statement/prospectus to “Plumas” refer to Plumas Bancorp, a California corporation; references to “Plumas Bank” refer to Plumas Bank, a California state-chartered commercial bank and a wholly-owned subsidiary of Plumas; references to “Feather River” refer to Feather River Bancorp, Inc., a Delaware corporation; and references to “BFR” refer to Bank of Feather River, a California-chartered commercial bank and a wholly-owned subsidiary of Feather River. References to the “merger agreement” refer to the Agreement and Plan of Merger and Reorganization, dated as of March 10, 2021, between Plumas and Feather River. References to “we,” “our” or “us” refer to Plumas and Feather River. References to the cash consideration refer to the amount of cash into which a share of Feather River common stock may be converted in the merger. References to the stock consideration refer to the shares of Plumas common stock into which a share of Feather River common stock may be converted in the merger and includes any cash paid in lieu of a fractional share of Plumas common stock.

We Propose a Merger of Plumas and Feather River (Page )37)

We propose that Feather River will merge with and into Plumas, with Plumas being the surviving corporation. As a result of the merger, the separate existence of Feather River will cease. Immediately following the merger, Feather River’s wholly-owned bank subsidiary, BFR, will merge with and into Plumas’s wholly-owned bank subsidiary, Plumas Bank, with Plumas Bank being the surviving bank. Following the bank merger, Plumas Bank will continue its corporate existence as a state-chartered commercial bank, organized under the laws of the State of California. We expect to complete the merger and the bank merger in the third quarter of 2021, although delays may occur.

The merger agreement is attached to this proxy statement/prospectus as Appendix A, which is incorporated by reference into this proxy statement/prospectus. Please read the entire merger agreement. It is the legal document that governs the merger.

Date, Time, and Location of the Feather River Special Meeting (Page )32)

The Feather River special meeting will be held at 5:306:00 p.m. Pacific Time, on , ,June 24, 2021 at 1280 Bridge Street, Yuba City, CA 95991. At the Feather River special meeting, Feather River stockholders will be asked to:

Record Date and Voting Rights for the Feather River Special Meeting (Page )33)

Each Feather River stockholder is entitled to vote at the Feather River special meeting if he or she owned shares of Feather River common stock as of the close of business on April 21,May 17, 2021, the record date for the Feather River special meeting. Each Feather River stockholder will have one vote on each proposal presented at the Feather River special meeting for each share of Feather River common stock that he or she owned on that date.

Feather River stockholders of record may vote by mail, telephone or over the Internet, or by attending the Feather River special meeting and voting in person. Each proxy returned to Feather River by a holder of Feather River common stock which is not revoked will be voted in accordance with the instructions indicated thereon. If no instructions are indicated on a properly executed Feather River proxy that is returned, such proxy will be voted “FOR” approval of the merger proposal and “FOR” approval of the adjournment proposal.

The Feather River Board Unanimously Recommends that Holders of Feather River Common Stock Vote “FOR” the Merger Proposal (Page )46)

The Feather River board of directors (i) believes that the merger proposal is advisable and in the best interest of Feather River and its stockholders, (ii) has unanimously approved and adopted the merger agreement and the transactions contemplated thereby, including the merger, and (iii) unanimously recommends that Feather River stockholders vote “FOR” the merger proposal.

Approval of the Merger Proposal Requires the Affirmative Vote of the Holders of a Majority of the Outstanding Shares of Feather River Common Stock (Page )33)

In order to complete the merger, the merger proposal must be approved by the affirmative vote of the holders of at least a majority of the outstanding shares of Feather River common stock entitled to vote on the merger proposal at the Feather River special meeting.

Each Feather River director and executive officer has entered into a voting agreement with Plumas. Subject to the terms of the voting agreements, such Feather River stockholders have agreed, among other things, to vote all of their shares of Feather River common stock in favor of the merger proposal and other matters required to be approved or adopted to effect the merger and any other transactions contemplated by the merger agreement. As of the date of this proxy statement/prospectus, the Feather River stockholders that are a party to the voting agreements beneficially owned, in the aggregate, approximately 12.1% of the outstanding Feather River common stock.

For a list of the number of shares of Feather River common stock held by (i) each director and executive officer of Feather River, (ii) each shareholder that is known to Feather River as of the date hereof to beneficially own more than five percent of the outstanding shares of Feather River common stock and (iii) all directors and certain officers of Feather River as a group, please see “Security Ownership of Feather River Directors, Certain Officers and Certain Beneficial Owners” beginning on page .106.

Plumas’s Reasons for the Merger (Page )42)

For a discussion of the factors considered by Plumas’s board of directors in reaching its decision to approve the merger agreement and the transactions contemplated thereby, including the merger, see “The Merger — Plumas’s Reasons for the Merger” beginning on page .42.

Feather River’s Reasons for the Merger (Page )43)

For a discussion of the factors considered by the Feather River board of directors in reaching its decision to approve the merger agreement and the transactions contemplated thereby, including the merger, see “The Merger — Feather River’s Reasons for the Merger; Recommendation of the Feather River Board of Directors” beginning on page .43.

Opinion of Feather River’s Financial Advisor (Page )46)

In connection with the merger, Feather River’s financial advisor, ProBank Austin, delivered a written opinion, dated March 10, 2021, to the Feather River board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of Feather River common stock of the merger consideration in the merger. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by ProBank Austin in preparing the opinion, is attached as Appendix C to this document. The opinion was for the information of, and was directed to, the Feather River board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of Feather River to engage in the merger or enter into the merger agreement or constitute a recommendation to the Feather River board of directors in connection with the merger, and it does not constitute a recommendation to any holder of Feather River common stock or any shareholder or stockholder of any other entity as to how to vote in connection with the merger or any other matter.

For a more complete description of ProBank Austin’s opinion see “The Merger — Opinion of Feather River’s Financial Advisor” beginning on page 46 .

Feather River Stockholders Will Receive either (1) Cash or (2) Shares of Plumas Common Stock and Cash in Lieu of Fractional Shares for Each Share of Feather River Common Stock Exchanged in the Merger (Page )66)

At the effective time of the merger, each outstanding share of Feather River common stock outstanding will, by virtue of the merger and without any action on the part of Feather River stockholders, be converted into, and canceled in the merger for the right to receive either (1) the cash consideration or (2) the stock consideration.

Aggregate Merger Consideration.

The aggregate merger consideration to be issued to Feather River stockholders in connection with the merger consists of $4,735,184 in cash and 598,129 shares of Plumas common stock. The value of the aggregate merger consideration will fluctuate between the date of this proxy statement/prospectus and the completion of the merger based upon the market value of Plumas common stock. Based on the closing prices of Plumas common stock on NASDAQ of (i) $29.10 on March 10, 2021, the last trading day before public announcement of the merger agreement, and (ii) $$27.96 on ,May 13, 2021, the latest practicable trading day before the date of this proxy statement/prospectus, the implied value of the aggregate merger consideration would be approximately $22.1 million and $__$21.5 million, respectively. The total value of the aggregate merger consideration issued to Feather River stockholders upon completion of the merger will fluctuate based on the share price of Plumas common stock.

Per Share Merger Consideration.

The merger agreement provides that, at the time of the merger, each share of Feather River common stock will be converted into the right to receive either cash (the cash consideration) or shares of Plumas common stock (the stock consideration).

The merger agreement provides that the amount of the cash consideration and the amount of stock consideration will be equal in value that at the time of the merger, with shares of Plumas common stock valued based on the Plumas average share price.

The merger agreement provides that value of the merger consideration into which each share of Feather River common stock is converted, which we refer to as the per share value, will be determined by adding (1) the amount of the aggregate cash consideration, $4,735,184, and (2) the value of 598,129 shares of Plumas common stock, based on the Plumas average share price, and then dividing this sum by the number of shares of Feather River common stock outstanding at the time of the merger. Each share of Feather River common stock will be converted into the right to receive either (1) an amount in cash equal to the per share value or (2) a number of shares of Plumas common stock having a value equal to the per share value based on the Plumas average share price (determined by dividing the per share value by the Plumas volume-weighted average share price).

If the merger had been completed on March 10, 2021, the last trading day before the merger agreement was signed, and based on the number of shares of Feather River common stock outstanding on that date, the Plumas volume-weighted average share price would have been $27.67, the aggregate merger consideration was valued at $21.3 million, the amount of the cash consideration would have been $17.42 and the stock consideration would have consisted of 0.6295 shares of Plumas common stock. If the merger had been completed on ,May 13, 2021, the latest practicable trading day before the date of this proxy statement/prospectus, the Plumas volume-weighted average share price would have been $____,$27.16, the aggregate merger consideration would have been valued at $___$21.0 million, the amount of the cash consideration would have been $___$17.17 and stock consideration would have consisted of ___0.6321 shares of Plumas common stock.

You should obtain current market quotations for Plumas’s common stock before deciding how to vote on the merger. As of ,May 13, 2021, the latest practicable trading day before the date of this proxy statement/prospectus, the last reported trading price of Plumas common stock was $____$27.96 per share.

Fractional Shares.

No fractional shares of Plumas common stock will be issued, and in lieu thereof, each holder of Feather River common stock who would otherwise be entitled to a fractional share interest will receive an amount in cash, without interest, determined by multiplying such fractional interest by the closing price per share of Plumas common stock as reported on NASDAQ on the closing date of the merger.

Cash/Stock Elections and Allocation Procedures.

If you are a Feather River stockholder, an election form is being sent to you in a separate mailing so that you can indicate whether your preference is to receive cash consideration or stock consideration or whether you have no preference. We refer to the Feather River shares in these three categories as stock election shares, cash election shares and no election shares. You are not required to make the same election for all of your shares of Feather River common stock. So you may, for example, elect to receive cash consideration for some shares of stock and stock consideration for others. In order to make an effective election, you must send in your properly completed election form to Computershare, the exchange agent for the merger, so that it is received by the exchange agent no later than 5:00 p.m., Eastern time, on ,June 24, 2021.

All elections by Feather River stockholders are subject to the allocation and proration procedures described in the merger agreement that are intended to ensure that Plumas pays no more than $4,735,184 in cash and issues no more than 598,129 shares in the merger. It is unlikely that elections will be made in the exact proportions provided for in the merger agreement. As a result, the merger agreement describes the procedures to be followed if Feather River stockholders in the aggregate elect to receive stock consideration in exchange for more or fewer than 598,129 shares of Plumas common stock. These procedures are summarized below:

Determine the number of shares of Plumas common stock in stock consideration. After the merger is completed, the number of shares of Plumas common stock included in the stock consideration will be determined by dividing the per share value (determined using the procedures described above) by the Plumas average share price. Because Plumas will issue exactly 598,129 shares of Plumas common stock in the merger, the number of shares of Plumas common stock included in the stock consideration will determine the number of shares of Feather River common stock that will receive the stock consideration and whether the stock consideration is oversubscribed or undersubscribed.

If stock consideration is oversubscribed. If the total number of shares of Plumas common stock issuable pursuant to stock elections would be more than 598,129 shares of Plumas common stock, then each cash election share and no election share will be converted into the right to receive the cash consideration and a sufficient number of shares from among the holders of stock election shares will be converted on a pro rata basis into cash election shares to ensure that no more than 598,129 shares of Plumas common stock will be issuable in exchange for shares of Feather River common stock (taking into account dissenting shares described under “The Merger – Appraisal and Dissenter’s Rights”). This proration will reflect the proportion that the number of stock election shares of each holder of stock election shares bears to the total number of stock election shares.

If stock consideration is undersubscribed. If the total number of shares of Plumas common stock issuable pursuant to stock election shares would be less than 598,129 shares of Plumas common stock, then each stock election share will be converted into the right to receive the stock consideration and a sufficient number of other shares will be converted into stock election shares, first from among the holders of no election shares and then, if necessary, from among the holders of cash election shares, on a pro rata basis, to ensure that no more than 598,129 shares of Plumas common stock are issuable in exchange for shares of Feather River common stock in the merger. This proration will reflect the proportion that the number of no election shares of each holder of no election shares bears to the total number of no election shares and the number of cash election shares of each holder of cash election shares bears to the total number of cash election shares, as the case may be.

The above-described allocation will be made by Plumas’s exchange agent within five business days after the completion of the merger.

Treatment of Outstanding Feather Restricted Stock Awards (Page )63)

At the effective time of the merger, each share of Feather River common stock issued as an award under the Feather River Restricted Stock Plan that is outstanding and unvested immediately prior to the effective time will vest and will be converted in tointo the right to receive per share merger consideration in the same amounts and manner as other shares of Feather River common stock.

Holders of Feather River Common Stock Have Dissenters’ Rights of Appraisal (Page )99)

Pursuant to Section 262 of the DGCL and Chapter 13 of the CGCL (if deemed applicable to the transaction by virtue of Section 2115 of the CGCL), Feather River stockholders who do not vote their shares in favor of the merger proposal and who otherwise strictly comply with the procedures set forth in Section 262 of the DGCL or Chapter 13 of the CGCL, if applicable, have the right to seek appraisal of the fair value of their shares of Feather River common stock, as determined by the Delaware Court of Chancery or applicable California superior court, respectively, if the first merger is completed. The “fair value” of shares of Feather River common stock as determined by the Delaware Court of Chancery or applicable California superior court could be more or less than, or the same as, the value of the consideration that a Feather River stockholder would otherwise be entitled to receive under the terms of the merger agreement.

To exercise appraisal or dissenters’ rights, Feather River stockholders must strictly comply with the procedures prescribed by Delaware and/or California law, as applicable. These procedures are summarized in the section entitled “Appraisal and Dissenters’ Rights.” Failure to strictly comply with these provisions will result in a loss of the right of appraisal or dissent.

Feather River is required to provide Plumas prompt notice upon receipt by Feather River of any such written demands for payment of the fair value of such shares of Feather River common stock and of withdrawals of such demands and any other instruments provided pursuant to the DCGL or CGCL. If any holder of dissenting shares has effectively withdrawn or lost the right to dissent (through failure to perfect or otherwise), the shares held by such holder will be converted on a share by share basis into the right to receive the merger consideration. Any payments made in respect of shares for which a Feather River stockholder has properly exercised dissenters’ rights will be made by Plumas within the time period set forth in the DGCL or, if applicable, the CGCL. See “The Merger — Dissenters’ Rights for Holders of Feather River Common Stock” beginning on page .61.

We Must Obtain Regulatory Approvals to Complete the Merger (Page )62)

The merger and related transactions require approval from or notice to the DFPI and the Federal Reserve. As of the date of this proxy statement/prospectus, appropriate filings, submissions, or notices have been made with these regulatory agencies.agencies and Plumas Bancorp and Plumas Bank have received the requried approvals from the Federal Reserve and the DFPI.

Certain Directors and Executive Officers May Have Interests in the Merger That Differ from Your Interests (Page )62)

Certain directors and executive officers of Feather River and/or BFR have interests in the merger other than their interests as Feather River stockholders, including:          

The Feather River board of directors was aware of the foregoing interests and considered them, among other matters, when they approved the merger agreement and the transactions contemplated thereby, including the merger.

Transmittal Materials (Page )69)

As soon as practicable after the closing of the merger, but in no event later than five business days thereafter, the exchange agent will mail to Feather River stockholders a letter of transmittal and instructions advising such shareholder of the effectiveness of the merger and the procedure for surrendering to the exchange agent certificates or book-entry shares of Feather River common stock in exchange for the stock consideration allocated to them. After the transmittal materials have been received and processed following the closing of the merger, Feather River stockholders will be sent the stock and cash consideration, including any cash in lieu of a fractional share of Plumas common stock, to which they are entitled. If a Feather River stockholder holds shares in street name, he or she will receive information from his or her bank, broker or other nominee advising such Feather River stockholder of the process for receiving the stock and cash consideration, including any cash in lieu of a fractional share of Plumas common stock, to which he or she is entitled.

Each Feather River stockholder will need to surrender his or her Feather River common stock certificates or follow instructions for the transfer of shares of Feather River common stock held in book-entry form, to receive the appropriate stock consideration. Feather River stockholders should not send any certificates now. Each Feather River stockholder will receive detailed instructions on how to exchange his or her share certificates or book-entry shares along with transmittal materials promptly following the closing of the merger.

Per Share Market Price (Page     )

Shares of Plumas common stock trade on NASDAQ under the symbol “PLBC.” There is no established trading market for shares of Feather River common stock and no broker makes a market in the stock.

The following table sets forth the closing sale prices of Plumas common stock as reported on NASDAQ on March 10, 2021, the last trading-day before the announcement of the merger, and on ,May 13, 2021, the last practicable trading-day before the filing of this proxy statement/prospectus. To help illustrate the market value of the per share value of the stock consideration or cash consideration to be received by Feather River stockholders, the following table also presents the implied value per share of Feather River common stock as of March 10, 2021 and ,May 13, 2021, which were determined by dividing the aggregate value of the cash and stock in merger consideration (based on the closing price for the Plumas common stock on those dates) by the number of shares of Feather River common stock outstanding on the record date for the Feather River special meeting. See “The Merger Agreement — The Merger Consideration” beginning on page 66 for additional information about the merger consideration to be received by holders of Feather River common stock.

The value of Plumas common stock and the implied value per share of Feather River common stock will fluctuate prior to the date of the Feather River special meeting as the market price of Plumas common stock fluctuates. You should obtain current market quotations for Plumas common stock before deciding how to vote with respect to the merger proposal.

Plumas has been paying regular dividends on its common stock since 2016 (Page )86)

Plumas has been paying a regular quarterly dividend on its common stock since 2020 and, prior thereto, a regular semi-annual dividend on its common stock since November 21, 2016. Plumas intends to continue to pay regular quarterly cash dividends on its common stock throughout 2021 and following the merger, if and when declared by the Plumas board out of funds legally available for that purpose and subject to regulatory restrictions.

We Have Agreed When and How Feather River Can Consider Third-Party Acquisition Proposals (Page )74)

We have agreed that Feather River will not, and will cause its subsidiaries and its subsidiaries’ representatives, agents, advisors and affiliates not to, solicit or knowingly encourage any inquiry, offer or proposal that constitutes, or could reasonably be expected to lead to, a proposal to acquire Feather River or BFR, except as permitted by the merger agreement. In addition, we have agreed that Feather River will not engage in negotiations with or provide confidential information to a third party regarding acquiring Feather River or BFR, except as permitted by the merger agreement. However, if Feather River receives an unsolicited acquisition proposal from a third party, Feather River can participate in negotiations with and provide confidential information to the third party if, among other steps, the Feather River board of directors concludes in good faith that the proposal is superior to the merger proposal and that the failure to take such actions would breach or reasonably be expected to result in a breach of its fiduciary duties. Feather River’s receipt of a superior proposal or participation in such negotiations gives Feather River the right to terminate the merger agreement in certain circumstances.

We Must Meet Several Conditions to Complete the Merger (Page )76)

Our obligations to complete the merger depend on a number of conditions being met. These include, among others:

The parties may waive conditions to their obligations unless they are legally prohibited from doing so. Feather River stockholder approval and regulatory approvals may not be legally waived.

We May Terminate the Merger Agreement (Page )78)

We can mutually agree at any time to terminate the merger agreement without completing the merger, even if Feather River has received approval of the merger proposal by its stockholders. Also, either of us can decide, without the consent of the other, to terminate the merger agreement in certain circumstances, including:

In addition, Plumas may terminate the merger agreement prior to obtaining the requisite Feather River stockholder approval, if:

In addition, Feather River may terminate the merger agreement at any time prior to obtaining the requisite Feather River stockholder approval, if the Feather River board or a Feather River board committee makes a subsequent determination with respect to a superior proposal, provided that Feather River has complied with its obligations described under “The Merger Agreement – No Solicitation” beginning on page .74.

Termination Fee and Liquidated Damages (Page )78)

Feather River must pay Plumas a termination fee of $675,000 and reimburse up to $300,000 of Plumas’s expenses if the merger agreement is terminated under specified circumstances.

We May Amend or Waive Merger Agreement Provisions (Page )77)

At any time before completion of the merger, either Plumas or Feather River may, to the extent legally allowed, waive in writing compliance by the other with any provision contained in the merger agreement. However, once holders of Feather River common stock have approved the merger proposal, no waiver of any condition may be made that would require further approval by Feather River stockholders unless that approval is obtained.

The Merger Will Be Accounted for Under the Rules for Purchase Accounting (Page )80)

The merger will be treated as a purchase by Plumas of Feather River under U.S. generally accepted accounting principles, or GAAP.

Material U.S. Federal Income Tax Consequences of the Mergers (Page )81)

Subject to certain circumstances described below, and based on certain representations, covenants and assumptions, all of which must continue to be true and accurate in all material respects as of the effective time of the merger, in the opinions of Sheppard Mullin and Stinson LLP, for U.S. federal income tax purposes, the merger will be treated as a reorganization within the meaning of Section 368(a) of the Code. The opinions address the tax consequences of the merger and do not address the tax consequences of the bank merger.

Provided that the merger qualifies as a reorganization for U.S. federal income tax purposes, Feather River stockholders generally will not recognize any gain or loss upon receipt of Plumas common stock in exchange of Feather River common stock in the merger, except with respect to any cash they receive in lieu of fractional shares of Plumas common stock.

Holders of Feather River common stock receiving solely cash pursuant to the merger or who receive solely cash pursuant to a valid election of such holder’s appraisal rights will recognize gain or loss on the exchange in an amount equal to the difference between the cash received and that holder’s adjusted basis in its shares of Feather River common stock exchanged therefor.

A holder of Feather River common stock who receives a combination of cash and Plumas common stock will generally not recognize any loss but will recognize gain, if any, in an amount equal to the lesser of (1) the excess, if any, of the sum of the cash received and the fair market value of the shares of Plumas e common stock received pursuant to the merger over that stockholder’s adjusted tax basis in his, her, or its shares of Feather River common stock surrendered, and (2) the amount of cash received by that shareholder in exchange for their shares of Feather River common stock pursuant to the merger. For further information, see “The Merger – Material United States Federal Income Tax Consequences” beginning on page __.84.

Tax matters are complicated, and the tax consequences of the merger to a particular Feather River stockholder will depend in part on such stockholder’s individual circumstances. Accordingly, each Feather River stockholder is urged to consult his or her own tax advisor for a full understanding of the tax consequences of the merger to such stockholder, including the applicability and effect of federal, state, local and foreign income and other tax laws.

For a complete description of the material U.S. federal income tax consequences of the merger, see “Material United States Federal Income Tax Considerations” beginning on page .81.

Information About the Companies (Page )86)

Plumas Bancorp
5525 Kietzke Lane
Reno, Nevada 89511
(775) 786-0907

Plumas is a $1.2 billion bank holding company headquartered in Reno, Nevada. Plumas Bank, Plumas’s wholly-owned subsidiary, operates 13 branch offices throughout northeastern California and northwestern Nevada. Plumas Bank offers a range of business and personal banking services. Plumas Bank’s principal commercial lending services include real estate, commercial and industrial term loans. In addition, Plumas Bank provides government-guaranteed and agricultural loans and credit lines. Plumas Bank’s principal retail lending services include consumer, automobile, and home equity loans. Plumas Bank provides land development and construction loans on a limited basis. Plumas common stock is traded on NASDAQ under the symbol “PLBC.”

Feather River Bancorp, Inc.
1280 Bridge Street

Yuba City, CA 95991

(530) 755-3700

Feather River is a bank holding company with one wholly-owned banking subsidiary, BFR. Both the holding company and the bank are headquartered in Yuba City, California, approximately 40 miles north of Sacramento. Feather River conducts a traditional community banking business through its headquarters and sole banking office, where it offers a broad range of business and personal banking services. BFR had $182 million in assets at December 31, 2020.

See “Information About the Companies” beginning on page .86.

The Rights of Feather River Stockholders Following the Merger Will Be Different (Page )87)

The rights of Plumas shareholders are governed by California law and by Plumas’s articles of incorporation and bylaws. The rights of Feather River stockholders are governed by Delaware law, and by Feather River’s certificate of incorporation and bylaws. Upon completion of the merger, the rights of both shareholder groups will be governed by California law and Plumas’s articles of incorporation and bylaws.

Risk Factors (Page  )24)

Before voting at the Feather River special meeting, you should carefully consider all of the information contained in or incorporated by reference into this proxy statement/prospectus, including the risk factors set forth in the section entitled “Risk Factors” beginning on page 24. You should also read and consider the risk factors relating to the businesses of Plumas and ownership of Plumas common stock described in Plumas’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and its other filings with the SEC, as well as any subsequent documents filed by Plumas with the SEC, which are incorporated into this proxy statement/prospectus by reference. See “Where You Can Find More Information” beginning on page .108.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF PLUMAS

The following information is provided to aid you in your analysis of the financial effects of the merger. The historical selected financial data in the following tables shows financial results actually achieved by Plumas and by Feather River for the periods presented. These are historical figures.

Selected Consolidated Historical Financial Data of Plumas

The following selected consolidated financial data with respect to Plumas as of and for the years ended December 31, 2020, 2019, 2018, 2017 and 2016 have been derived from its audited financial statements. The financial data as of and for the three-month periods ended March 31, 2021 and 2020 is derived from Plumas’s unaudited financial statements, which have been prepared on the same basis as Plumas’s audited financial statements. This financial data is only a summary and should be read in conjunction with (i) the section entitled “Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations”Operations” and Plumas’s audited consolidated financial statements and accompanying notes included in Plumas’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and (ii) the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Plumas’s unaudited consolidated financial statements and accompanying notes included in Plumas’s Quarterly Report on Form 10-Q for the three months ended March 31, 2021, both of which reports are incorporated by reference into this proxy statement/prospectus. Plumas’s historical results for any prior period are not necessarily indicative of results to be expected in any future period.  Plumas’s historical results for the three months ended March 31, 2021 are not necessarily indicative of its results to be expected for all of 2021. For more information, see the section entitled “Where You Can Find More Information” beginning on page 108.

(1) The efficiency ratio is defined as non-interest expense divided by total revenue (net interest income and non-interest income).

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF FEATHER RIVER

The following table sets forth selected historical financial data of Feather River. The following selected financial data as of and for the years ended December 31, 2020, 2019, 2018, 2017 and 2016 has been derived from Feather River’s audited financial statements. Financial amounts as of and for the three months ended March 31, 2021 and 2020 are unaudited.  You should not assume the operating results for any period are indicative of the results of operations for past periods indicate results forthe full year or any futureother interim period.

RISK FACTORS

In addition to the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the heading “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus. You should also consider the other information in, and the other documents incorporated by reference into, this proxy statement/prospectus, including in particular the risk factors associated with Plumas’s business contained under the heading “Risk Factors” in Plumas’s Annual Report on Form 10-K for the year ended December 31, 2020. See “Where You Can Find More Information.”

Because the market price of Plumas common stock will fluctuate, Feather River stockholders cannot be certain of the value of the merger consideration that they will receive upon completion of the merger.

Upon completion of the merger, Feather River stockholders will receive either cash or shares of Plumas common stock for each share of Feather River common stock they hold immediately prior to the completion of the merger. While the aggregate merger consideration is fixed at $4,735,184 cash and 598,129 shares of Plumas common stock, the amount of cash or the number of shares into which each share of Feather River common stock will depend on the Plumas average share price and the number of shares of Feather River common stock outstanding at the time of the merger. Therefore, the value of the aggregate merger consideration, the amount of the cash consideration and the number of shares of Plumas common stock in the stock consideration will fluctuate between the date of this proxy statement/prospectus and the completion of the merger. The market price of Plumas common stock may fluctuate as a result of a variety of factors, including general market and economic conditions, changes in business, operations and prospects, and regulatory considerations. Many of these factors are outside our control. You should obtain current market quotations for Plumas’s common stock before deciding how to vote on the merger.

Accordingly, at the time of the Feather River special meeting, Feather River stockholders will not know or be able to calculate the number of shares of Plumas common stock or the amount of cash that they will receive upon completion of the merger.

The form of merger consideration that Feather River stockholders ultimately receive could be different from the form elected.

All Feather River stockholders will be permitted to make an election as to the preferred form of consideration they wish to receive. The exchange agent will, subject to limitations set forth in the merger agreement, to adjust the form of consideration that a Feather River stockholder will receive in order to ensure that all shares of Feather River common stock are converted into an aggregate of $4,735,184 in cash and 598,129 shares of Plumas common stock. Consequently, if either the stock consideration or the cash consideration is oversubscribed, Feather River stockholders could receive a different form of merger consideration from the form they elect, which could result in different tax consequences than they had anticipated (including the recognition of gain for federal income tax purposes with respect to the cash received). If Feather River stockholders do not make an election, they will receive the merger consideration in cash or shares as provided for in the merger agreement.

The price of Plumas common stock might decrease after the merger.

Upon completion of the merger, some holders of Feather River common stock will become shareholders of Plumas. Plumas common stock could decline in value after the merger. For example, during the twelve-month period ending on ___,May 13, 2021 (the most recent practicable date before the printing of this document), the closing price of Plumas common stock varied from a low of $$17.00 to a high of $$31.02 and ended that period at $ .$27.96. The market value of Plumas common stock fluctuates based upon general market conditions, Plumas’s business, operations and prospects and other factors. Further, the market price of Plumas common stock after the merger may be affected by factors different from those currently affecting Plumas common stock. The businesses of Plumas and Feather River differ and, accordingly, the results of operations of the combined company and the market price of the combined company’s shares of common stock may be affected by factors different from those currently affecting the independent results of operations of Plumas and Feather River and the market price of common stock of Plumas prior to the merger.

Some directors and officers of Feather River have interests in the merger that may differ from the interests of other shareholders.

In considering the recommendation of the Feather River board of directors to approve the merger, you should be aware that some executive officers and directors of Feather River may have economic interests in the merger other than their interests as shareholders. The merger agreement requires Plumas to appoint or elect, effective as of the effective time of the merger, one current Feather River director, who must be independent with respect to Plumas for purposes of the listing requirements of NASDAQ, and mutually agreeable to Plumas and Feather River, as an additional director of Plumas and Plumas Bank. Plumas and Feather River have not yet identified this individual. The selected individual will serve on the Plumas board and the Plumas Bank board until the first annual meeting of the shareholders of Plumas following the effective time of the merger and until his or her successor is elected and qualified. Subject to the fiduciary duties of the Plumas board, Plumas is required to nominate the selected individual for election to the Plumas board and the Plumas Bank board at the first annual meeting of the shareholders of Plumas following the effective time of the merger and to solicit proxies supporting his or her reelection.

Certain of the executive officers of Feather River have entered into employment agreements and salary continuation agreements that provide severance payments and additional benefits upon a change in control of Feather River. In connection with the merger, unvested restricted stock awards granted by Feather River to certain executive officers issued and outstanding immediately prior to the effective time of the merger will fully vest and entitle the executive to the merger consideration. The merger agreement also provides for the continued indemnification of Feather River’s current and former directors and executive officers following the merger and for the continuation of directors’ and officers’ insurance for these individuals for six years after the merger. See “The Merger — Interests of Feather River’s Directors and Executive Officers in the Merger” beginning on page .62.

These arrangements may create potential conflicts of interest. These interests of Feather River’s directors and officers may cause some of these persons to view the proposed merger differently than other Feather River stockholders. The Feather River and Plumas boards of directors were aware of these interests and considered them, among other things, in their approval of the merger agreement and the transactions contemplated by the merger agreement, including the merger. Feather River stockholders should consider these interests in conjunction with the recommendation of the Feather River board of directors with respect to approval of the merger. See “The Merger — Interests of Feather River’s Directors and Executive Officers in the Merger” beginning on page  .62.

Combining Plumas with Feather River and Plumas Bank with BFR may be more difficult, costly or time-consuming than expected, or could result in the loss of customers.

Plumas and Feather River, as well as Plumas Bank and BFR, have operated, and until the completion of the merger will continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect each party’s ability to maintain relationships with customers and employees or to achieve the anticipated benefits of the merger. As with any merger of banking institutions, there also may be distributions that cause the loss of customers or cause customers to withdraw their deposits, which could negatively affect the performance and earnings of the combined institutions. There can be no assurance that customers will readily accept changes to their banking arrangements after the merger.

Holders of Feather River common stock will have reduced ownership and voting interests after the merger and will exercise less influence over management.

Holders of Feather River common stock currently have the right to vote on matters affecting Feather River. Upon the completion of the merger, some Feather River stockholders will become shareholders of Plumas with a percentage ownership of Plumas with respect to such shares that is smaller than the shareholder’s current percentage ownership of Feather River. Following the effective time of the merger, the former shareholders of Feather River as a group would receive shares in the merger constituting approximately 10.3% of the outstanding shares of Plumas common stock immediately after the merger based on the number of shares of Plumas common stock outstanding as of ,May 13, 2021, the latest practicable date before the filing of this proxy statement/prospectus. Because of this, Feather River stockholders receiving stock consideration in the merger will have less influence on the management and policies of Plumas than they now have on the management and policies of Feather River.

Failure to complete the merger in certain circumstances could require Feather River to pay a termination fee.

If the merger agreement is terminated in certain circumstances, Feather River could be required to pay to Plumas $675,000 as a termination fee and to reimburse up to $300,000 of Plumas’s expenses. Both Feather River and Plumas have already incurred, and will continue to incur, substantial expenses in connection with the transactions described in this proxy statement/prospectus, whether or not the merger is completed and the expected benefits of the merger are realized. See “The Merger Agreement — Termination Fee; Effect of Termination,” beginning on page .78.

The termination fee and non-solicitation provisions of the merger agreement limit Feather River’s ability to pursue alternatives to the merger with Plumas.

The merger agreement contains terms and conditions that make it difficult for Feather River to enter into a business combination with a party other than Plumas. Subject to limited exceptions, Feather River and its directors, officers and agents are prohibited from initiating or knowingly encouraging inquiries with respect to alternative acquisition proposals. The prohibition limits Feather River’s ability to seek offers that may be superior from a financial point of view from other possible acquirers. If Feather River receives an unsolicited superior proposal from a third party that the Feather River board of directors concludes in good faith is superior to the merger proposal and that the failure to take such actions would breach or reasonably be expected to result in a breach of its fiduciary duties, and the merger agreement is terminated, then Feather River would be obligated to pay a $675,000 termination fee to Plumas and to reimburse up to $300,000 of Plumas’s expenses. The presence of those restrictions in the merger agreement could discourage a competing third party from considering or proposing an acquisition generally, including on better terms than offered by Plumas. Further, the termination fee and expense reimbursement might result in a potential competing third party acquirer proposing a lower per share price than it might otherwise have proposed in order to acquire Feather River.

Completion of the merger is subject to the receipt of approvals from regulatory authorities that may impose conditions that could have an adverse effect on us.

Before the merger may be completed, appropriate filings, submissions, or notices must be made to the Federal Reserve and the DFPI. These regulatory authorities may impose conditions on the completion of the merger or require changes to the terms of the merger. Although we do not currently expect the imposition of any conditions or changes, there can be no assurance that such conditions or changes will not be imposed. Such conditions or changes could have the effect of delaying completion of the merger or impose additional costs on or limiting our revenues following the merger, any of which might have a material adverse effect on us following the merger. Furthermore, we are not obligated to complete the merger if the regulatory approvals received in connection with the merger include any conditions that would have a material adverse effect on Plumas and its subsidiaries, taken as a whole and giving effect to the merger.

Failure to complete the merger could negatively impact the stock value and future businesses and financial results of Plumas and Feather River.

There can be no assurance that the merger will become effective. If the merger is not completed, the ongoing businesses of Plumas and Feather River may be adversely affected, and Plumas and Feather River will be subject to a number of risks, including the following:

In addition, if the merger is not completed, Plumas and/or Feather River may experience negative reactions from the financial markets and from their respective customers and employees. Plumas and/or Feather River also could be subject to litigation related to any failure to complete the merger or to proceedings commenced by Plumas or Feather River against the other seeking damages or to compel the other to perform their obligations under the merger agreement. These factors and similar risks could have an adverse effect on the results of operation, business and stock prices of Plumas and Feather River.

The merger is subject to certain closing conditions that, if not satisfied or waived, will result in the merger not being completed.

Specified conditions set forth in the merger agreement must be satisfied or waived to complete the merger. If the conditions are not satisfied or waived, to the extent permitted by law, the merger will not occur or will be delayed, and we may lose some or all of the intended benefits of the merger. The conditions described in “The Merger Agreement — Conditions to Completion of the Merger” must be satisfied or waived, before Plumas and Feather River are obligated to complete the merger.

In addition, the merger agreement may be terminated in certain circumstances if the merger is not consummated on or before November 30, 2021. We cannot assure you that all of the conditions precedent in the merger agreement will be satisfied, or to the extent legally permissible, waived or that the acquisition of Feather River will be completed.

Plumas may fail to realize the anticipated benefits of the merger.

The success of the merger will depend on, among other things, Plumas’s ability to realize anticipated cost savings and to combine the businesses of Plumas and Feather River without materially disrupting the existing customer relationships of Plumas and Feather River and suffering decreased revenues as a result of the loss of those customers.  If Plumas is not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected.

Feather River is subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainties about the effect of the merger on employees and customers may have an adverse effect on Feather River and consequently on Plumas. These uncertainties may impair Feather River’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with Feather River to consider changing existing business relationships with Feather River. Retention of certain employees may be challenging during the pendency of the merger, as certain employees may experience uncertainty about their future roles. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the business, Feather River’s business prior to the merger and Plumas’s business following the merger could be negatively impacted. In addition, the merger agreement restricts Feather River from taking specified actions relative to its business without the prior consent of Plumas. These restrictions may prevent Feather River from pursuing attractive business opportunities that may arise prior to the completion of the merger. See “The Merger Agreement — Feather River's Conduct of Business Pending the Merger” beginning on page 71 .

The fairness opinion delivered to the Feather River board of directors by Feather River’s financial advisor prior to the signing of the merger agreement will not reflect changes in circumstances subsequent to the date of the fairness opinion.

ProBank Austin delivered its opinion to the Feather River board of directors on March 10, 2021. The opinion is dated March 10, 2021 and speaks only as of that date. The opinion does not reflect changes that may occur or may have occurred after the date of the opinion, including changes to the operations and prospects of Plumas or Feather River, changes in general market and economic conditions or regulatory or other factors. Any such changes, or changes in other factors beyond the control of Plumas or Feather River, may materially alter or affect the relative values of Plumas and Feather River.

If the merger does not constitute a reorganization under Section 368(a) of the Code, then Feather River stockholders may be responsible for the payment of additional U.S. federal income taxes related to the Merger.

Feather River and Plumas believe that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. However, if the IRS determines that the merger does not qualify as a tax-deferred reorganization under Section 368(a) of the Code, then the exchange of Feather River common stock for Plumas common stock pursuant to the merger would be a taxable transaction, regardless of the form of consideration received in exchange for such Feather River common stock. The merger would be treated for U.S. federal income tax purposes as a taxable sale by Feather River of all of its assets to Plumas followed by a deemed liquidation of Feather River. Feather River would recognize gain or loss on the deemed taxable sale of all of its assets to Plumas. In addition, each Feather River stockholder would recognize gain or loss equal to the difference between the (i) the sum of the amount of cash and fair market value of the stock consideration received by such shareholder in the merger and (ii) such shareholder’s adjusted tax basis in its shares of Feather River common stock surrendered pursuant to the merger.

The shares of Plumas common stock to be received by Feather River stockholders as a result of the merger will have different rights than shares of Feather River common stock.

Upon completion of the merger some Feather River stockholders will become Plumas shareholders and their rights as shareholders will be governed by Plumas’s articles of incorporation and bylaws, as well as the CGCL. The rights associated with Feather River common stock are different from the rights associated with Plumas common stock. See “Comparison of theShareholder Rights of Shareholders” beginning on page .87.

The recent global coronavirus outbreak could harm business and results of operations for each of Plumas and Feather River and the combined company following the completion of the merger.

In December 2019, a coronavirus (COVID-19) outbreak was reported in China, and, in March 2020, the World Health Organization declared it a pandemic. Since that time, the coronavirus has spread throughout the United States, including in the markets in which both Plumas and Feather River operate. In response, many state and local governments, including the State of California, have instituted emergency restrictions that have substantially limited the operation of non-essential businesses and the activities of individuals. It has been widely reported that these restrictions have resulted in significant adverse effects for many different types of businesses, particularly those in the travel, hospitality and food and beverage industries, among many others, and has resulted in a significant number of layoffs and furloughs of employees nationwide and in the regions in which we operate. The ultimate effect of COVID-19 on the local or broader economy is not known nor is the ultimate length of the restrictions described and any accompanying effects. Moreover, the Federal Reserve has taken action to lower the Federal Funds rate, which may negatively affect interest income and, therefore, earnings, financial condition and results of operation for Plumas, Feather River and the combined company.

The effect of COVID-19 and related events, including those described above and those not yet known or knowable, could have a negative effect on the stock price, business prospects, financial condition and results of operations of Plumas, Feather River and the combined company, including as a result of quarantines, market volatility, market downturns, changes in consumer behavior, business closures, deterioration in the credit quality of borrowers or the inability of borrowers to satisfy their obligations to Plumas or Feather River (and any related forbearances or restructurings that may be implemented), changes in the value of collateral securing outstanding loans, branch or office closures and business interruptions. Further, demand for loans and other products and services that each of Plumas and Feather River offers and whose success it relies on to drive growth, is highly dependent upon the business environment in the primary markets in which each company operates and in the United States as a whole.

Given the ongoing and dynamic nature of the circumstances, it is not possible to predict the ultimate impact of the coronavirus outbreak on the stock price, business prospects, financial condition or results of operations of Plumas, Feather River and the combined company. Notwithstanding any actions by national, state and local governments to mitigate the impact of COVID-19 or by Plumas, Feather River and the combined company to address the adverse impacts of COVID-19, there can be no assurance that any of the foregoing activities will be successful in mitigating or preventing significant adverse effects on Plumas, Feather River or the combined company. In particular it may become costlier or more difficult for the combined company to realize anticipated synergies and cost savings in the amounts estimated or in the time frame contemplated or at all. Each of Plumas, Feather River and the combined company may also incur additional costs to remedy damages caused by such disruptions, which could adversely affect its financial condition and results of operations.

To the extent COVID-19 results in business disruption, if Plumas or Feather River are unable to recover from a business disruption on a timely basis, the merger and the combined company’s business and financial conditions and results of operations following the completion of the merger would be adversely affected. The merger and efforts to integrate the businesses of Plumas and Feather River may also be delayed and adversely affected by the COVID-19 outbreak.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains certain forward-looking statements regarding the financial conditions, results of operations, earnings outlook and business prospects of Plumas, Plumas Bank, Feather River and BFR, and the potential combined company, and may include statements for the periods following completion of the merger. Forward-looking statements are typically identified with the use of terms such as “may,” “might,” “will,” “would,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “could,” “continue,” “intend,” and the negative and other variations of these terms and similar words and expressions, although some forward-looking statements may be expressed differently. Statements about the expected benefits of the merger, including future financial and operating results, plans, objectives, expectations and intentions, and all other statements in this proxy statement/prospectus that are not historical facts, constitute forward-looking statements. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, and are subject to change based on factors which are, in many instances, beyond Plumas’s or Feather River’s control. The ability of Plumas or Feather River to predict results or the actual effect of future plans or strategies, or those of the combined company, is inherently uncertain. Accordingly, actual results or future events may differ materially from those expressed in, or implied by, the forward-looking statements.

Among the factors that could cause our actual results for future periods to differ materially from those expressed in any forward-looking statements are:

Because these forward-looking statements are subject to assumptions and uncertainties, Plumas’s and Feather River’s actual results may differ materially from those expressed or implied by these forward-looking statements. These forward-looking statements are predicated on the beliefs and assumptions of the management of each of Plumas and Feather River based on information known to them as of the date of this proxy statement/prospectus. Feather River stockholders are cautioned not to place undue reliance on these statements, which speak only as of the date of this proxy statement/prospectus. Plumas and Feather River undertake no obligation to revise or update any forward-looking statement to reflect events or circumstances after the date of this proxy statement/prospectus, or to reflect the occurrence of unanticipated events, unless obligated to do so under federal securities laws. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this proxy statement/prospectus and attributable to Plumas or Feather River or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

The foregoing list of important factors may not be all inclusive. For a further discussion of these factors and other risks and uncertainties applicable to Plumas and Feather River, see “Risk Factors” in this proxy statement/prospectus and Plumas’s other filings with the SEC, including Plumas’s Annual Report on Form 10-K for the year ended December 31, 2020, as well as any subsequent documents filed by Plumas with the SEC, which are incorporated by reference into this proxy statement/prospectus.

SPECIAL MEETING OF FEATHER RIVER STOCKHOLDERS

This document is being provided to holders of Feather River common stock as Feather River’s proxy statement in connection with the solicitation of proxies by and on behalf of its board of directors to be voted at the Feather River special meeting and at any adjournment or postponement thereof. This document is also being provided to holders of Feather River common stock as Plumas’s prospectus in connection with the issuance by Plumas of shares of its common stock as a result of the proposed merger.

Date, Time and Place

The Feather River special meeting is scheduled to be held as follows:

Date:  ,June 24, 2021

Time:  5:306:00 p.m. Pacific Time.

Place:  1280 Bridge Street, Yuba City, California 95991              

We expect to hold the Feather River special meeting in person, but we continue to monitor the situation regarding COVID-19 closely. Accordingly, we are planning for the possibility that the Feather River special meeting may be subject to special precautions, including limitations on the number of participants in one room or other limitations. In that regard, only Feather River stockholders will be admitted to the special meeting. No guests will be permitted. For safety and security purposes, you will need to obtain authorization in advance to attend the Feather River special meeting in person. To do so, please make your request by mail to 1280 Bridge Street, Yuba City, CA 95991, Attention: Chief Financial Officer, by email to LGates@bofr.bank or by phone at (530) 755-3700. Feather River must receive your request for pre-authorization on or before ,June 17, 2021.

Matters to Be Considered

At the Feather River special meeting, Feather River stockholders will be asked to consider and act upon:

No other business may be conducted at the Feather River special meeting.

Recommendation of the Feather River Board of Directors

On March 10, 2021, the Feather River board of directors unanimously approved the merger agreement and the transactions contemplated thereby, including the merger. Based on Feather River’s reasons for the merger described in “The Merger — Feather River’s Reasons for the Merger; Recommendation of the Feather River Board of Directors” beginning on page ,43, the Feather River board of directors believes that the merger is in the best interests of Feather River and its stockholders.

Accordingly, the Feather River board of directors recommends that Feather River stockholders vote “FOR” the merger proposal and “FOR” the adjournment proposal.

Record Date; Quorum

The Feather River board of directors has fixed the close of business on April 21,May 17, 2021 for determining the holders of Feather River common stock entitled to receive notice of and to vote at the Feather River special meeting.

As of the record date for the Feather River special meeting, there were 1,215,383 shares of Feather River common stock outstanding and entitled to notice of the Feather River special meeting, and such outstanding shares of Feather River common stock were held by approximately 234 holders of record. Each share of Feather River common stock entitles the holder to one vote at the Feather River special meeting on each proposal to be considered at the Feather River special meeting.

The Feather River special meeting will conduct business only if a majority of the outstanding shares of Feather River common stock is represented in person or by proxy at the Feather River special meeting in order to constitute a quorum. If you submit valid proxy instructions or attend the Feather River special meeting in person, your shares will be counted to determine whether there is a quorum, even if you abstain from voting. If you fail to provide voting instructions to your broker, bank or other nominee with respect to a proposal, that broker, bank or other nominee will not vote your shares with respect to that proposal.

Required Vote; Treatment of Abstentions; Broker Non-Votes and Failure to Vote

Approval of the merger proposal requires the affirmative vote of at least a majority of the outstanding shares of Feather River common stock entitled to vote on the merger proposal at the Feather River special meeting. If you fail to submit a proxy or to vote in person at the Feather River special meeting, mark “ABSTAIN” on your proxy or fail to instruct your bank, broker or other nominee (which we refer to as a broker non-vote) with respect to the merger proposal, it will have the same effect as a vote “AGAINST” the merger proposal.

Approval of the adjournment proposal requires the affirmative vote of the holders of at least a majority of the shares of Feather River common stock entitled to vote on the adjournment proposal and represented in person or by proxy at the Feather River special meeting. If you fail to submit a proxy or vote in person at the Feather River special meeting, or fail to instruct your bank, broker or other nominee with respect to the adjournment proposal, it will have no effect on such proposal. If you mark “ABSTAIN” on your proxy with respect to the adjournment proposal, it will have the same effect as a vote “AGAINST” the adjournment proposal.

Shares Held by Feather River Directors and Executive Officers

As of the date of this proxy statement/prospectus, the directors and executive officers of Feather River beneficially owned, in the aggregate, 147,163 shares of Feather River common stock, representing approximately 12.1% of the shares of Feather River common stock outstanding on that date. As of the same date, neither Plumas nor any its subsidiaries, directors or executive officers owned any shares of Feather River common stock. All of the directors and executive officers of Feather River entered into voting agreements with Plumas to vote the shares of Feather River common stock owned by them in favor of the merger proposal.

Voting by Proxy; Revocability of Proxies

You may vote in person at the Feather River special meeting or by proxy. To ensure your representation at the Feather River special meeting, Feather River recommends that you vote by proxy even if you plan to attend the Feather River special meeting. You can always change your vote at the Feather River special meeting.

If you hold shares of Feather River common stock in your name as a stockholder of record on the record date of the Feather River special meeting, you can vote your shares by (i) completing and mailing the enclosed proxy card or (ii) by voting in person at the Feather River special meeting. Please refer to the specific instructions set forth in the enclosed proxy card.

Feather River stockholders whose shares are held in “street name” by their broker, bank or other nominee must follow the instructions provided by their broker, bank or other nominee to vote their shares. Your broker, bank or other nominee may allow you to deliver your voting instructions via telephone or the Internet. If your shares are held in “street name” and you wish to vote in person at the Feather River special meeting, you will have to obtain a “legal proxy” from your broker, bank or other nominee entitling you to vote at the Feather River special meeting.

If you are a stockholder of record of Feather River common stock, voting instructions are included on the enclosed proxy card. If you properly complete and timely submit your proxy, your shares will be voted as you have directed. You may vote for, against or abstain with respect to each matter. If you are the stockholder of record of your shares of Feather River common stock and submit your proxy without specifying a voting instruction, your shares of Feather River common stock will be voted “FOR” the merger proposal and “FOR” the adjournment proposal. If your shares are held in street name and you return an incomplete instruction card to your broker, bank or other nominee, that broker, bank or other nominee will not vote your shares with respect to any matter.

Revocability of Proxies and Changes to a Feather River Stockholder’s Vote

If you hold stock in your name as a Feather River stockholder of record as of the record date, you may change your vote or revoke any proxy at any time before the Feather River special meeting is called to order by (i) delivering a written notice of revocation to Feather River, (ii) completing, signing and returning a new proxy card with a later date than your original proxy card prior to such time that the proxy card must be received, and any earlier proxy will be revoked automatically, or (iii) attending the Feather River special meeting in person and voting by ballot at the Feather River special meeting.

Any Feather River stockholder entitled to vote in person at the Feather River special meeting may vote in person regardless of whether a proxy has been previously given, but your attendance by itself at the Feather River special meeting will not automatically revoke your proxy unless you give written notice of revocation to the Corporate Secretary of Feather River before the voting at the Feather River special meeting is completed or you vote in person at the meeting.

If you hold shares of Feather River common stock in your name as a Feather River stockholder of record, all written notices of revocation and other communications about revoking your proxy should be addressed to:

Feather River Bancorp, Inc.
1280 Bridge Street
Yuba City, CA 95991
Attention: Corporate Secretary

If you hold your shares of Feather River common stock in “street name” through a bank, broker or other nominee, you should contact your bank, broker or nominee to change your vote or revoke your proxy.

Solicitation of Proxies

Feather River will pay for this proxy solicitation. Additionally, directors, officers and employees of Feather River and BFR may solicit proxies personally and by telephone. None of these persons will receive additional or special compensation for soliciting proxies. Feather River will, upon request, reimburse brokers, banks and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners and obtaining their voting instructions.

Contact Us

You may find copies of Feather River’s proxy materials at www.bofr.bank. If you need help voting your shares or need to change or correct your name, address or other information, or have any other questions relating to the Feather River special meeting, please contact Liz Gates, Chief Financial Officer, by telephone at (530) 790-2545, by email at LGates@bofr.bank or by mail at:

Feather River Bancorp, Inc.
c/o Chief Financial Officer
1280 Bridge Street

Yuba City, CA 95991