Ames National Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

false 0001132651 0001132651 2024-04-24 2024-04-24

 

 

 

 

 

Date of Report (Date of Earliest Event Reported)

 

AMES NATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)

 

 

(Address of Principal Executive Offices)(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (515) 232-6251

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company    ☐

 

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

 

 

 

On April 25, 2024, Ames National Corporation (the “Company”) entered into a promissory note and related business loan agreement (collectively, the “Credit Agreement”) with Green Belt Bank & Trust of Iowa Falls, Iowa (the “Lender”), providing for a revolving line of credit facility in an amount of up to five million dollars maturing on April 25, 2026. Amounts outstanding under the Credit Agreement will accrue interest at a variable rate equal to the Bank Prime Loan Rate, as published in the Federal Reserve Statistical Bulletin, which is currently equal to 8.5% per annum. Accrued interest is payable on a quarterly basis, commencing June 15, 2024 and continuing on the same day of each calendar quarter thereafter, with all outstanding principal and accrued interest due and payable in full on the maturity date. The Company has secured its obligations under the Credit Agreement by pledging to the Lender all outstanding shares of common stock of its subsidiary bank, Reliance State Bank, pursuant to the terms of a stock pledge and security agreement (the “Pledge Agreement”). The proceeds from the Credit Agreement will be used for working capital and other general corporate purposes.

 

The Credit Agreement and Pledge Agreement include customary events of default, and customary rights and remedies upon the occurrence of any event of default thereunder, including rights to accelerate the loans, terminate the commitments thereunder and repossess the collateral securing the obligations under the Credit Agreement. The Credit Agreement also requires the Company to maintain certain minimum financial ratios related to Tier 1 Capital, return on average assets and substandard-impaired loans.

 

Copies of the Credit Agreement and Pledge Agreement are attached hereto and incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the Credit Agreement and the Pledge Agreement.

 

 

The information set forth under “Item 1.01-Entry into a Material Definitive Agreement” is incorporated herein by reference.

 

 

The Company’s annual meeting of shareholders was held on April 24, 2024.

 

Proposal 1.         The stockholders elected to the Company’s Board of Directors for a term of three years were Lisa M. Eslinger, Everett S. Miles, John L. Pierschbacher, and Scot A. Trost. Directors whose term of office continued after the annual meeting consist of David W. Benson, Michelle R. Cassabaum, John P. Nelson, Kevin L. Swartz, Jeffery C. Baker, Betty A. Baudler Horras, and Patrick G. Hagan.

 

Proposal 2.         The stockholders also ratified the appointment of FORVIS, LLP as the Company’s independent registered public accounting firm for 2024.

 

There were 8,992,167 shares of common stock entitled to vote at the annual meeting. The final voting results of each proposal are set forth below.

 

Proposal 1.         The voting results on the election of directors for a three-year term were as follows:

 

 

 

 

Proposal 2.                  The voting results on the ratification of the appointment of FORVIS, LLP as the Company’s independent registered public accounting firm were as follows:

 

 

There were no broker non-votes on this proposal.

 

Item 9.01                   Financial Statement and Exhibits.

 

(d)         Exhibits:

 

Exhibit No.                                    Description

 

10.1         Promissory Note and Credit Agreement, dated April 25, 2024, by and between Ames National Corporation and Green Belt Bank & Trust, as lender

 

10.2         Business Loan Agreement, dated April 25, 2024, by and between Ames National Corporation and Green Belt Bank & Trust, as lender

 

10.3         Stock Pledge and Security Agreement, dated April 25, 2024, by and between Ames National Corporation, Reliance State Bank and Green Belt Bank & Trust, as secured party

 

104          Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.