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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
November 8, 2023
Date of Report (Date of Earliest Event Reported)
 
AMES NATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
 
IOWA 0-32637 42-1039071
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization)    Identification No.)
 
405 FIFTH STREET
AMES, IOWA 50010
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s Telephone Number, Including Area Code: (515) 232-6251
 
NOT APPLICABLE
(Former Name, Former Address and Former Fiscal Year, 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:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol
Name of each exchange on which registered
Common stock
ATLO
NASDAQ Capital Market
 
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. ☐
 






 
Item 5.02 Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On November 8, 2023, John L. Pierschbacher, who currently serves as the principal financial and accounting officer of Ames National Corporation (the “Company”), notified the Company of his intent to retire as Chief Financial Officer of the Company effective July 5, 2024.
 
On November 8, 2023, Justin C. Clausen (age 36), who currently serves as Chief Accounting Officer of the Company, was appointed to the role of Chief Financial Officer effective July 5, 2024 and, in that capacity, to serve as the principal financial and accounting officer of the Company. Mr. Clausen has been employed by the Company since March, 2020, serving as Chief Accounting Officer since May 2023 and previously as Controller. Prior to joining the Company, Mr. Clausen served as a Senior Accounting Analyst with Principal Financial Group since September 2017 and prior to that in various financial positions with First National Bank of Omaha and a public accounting firm.
 
On November 8, 2023, Michael A. Wilson (age 59), who currently serves as Executive Vice President of Innovation & Corporate Services of the Company, was appointed as Executive Vice President and Chief Lending Officer effective November 9, 2023. Mr. Wilson has been employed by the Company since September, 2022. Prior to joining the Company, Mr. Wilson served as the Chief Lending Officer of Bankers Trust Company of Des Moines, Iowa from April, 2017 to February, 2022, managed a commercial agribusiness team for Metropolitan Life Insurance Company from April 2007 to April, 2017, and began his banking career as a commercial lender in Nebraska and Iowa.
 
Mr. Clausen and Mr. Wilson do not have a direct or material interest in any transaction with the Company or its banking subsidiaries requiring disclosure pursuant to Item 404(a) of Regulation S-K. There is also no arrangements or understandings between them and any other person pursuant to which they were selected for their newly appointed positions, nor are they related to any member of the Board of Directors or any executive officers of the Company, or its banking subsidiaries.
 
Item 8.01 Other Events
 
On November 8, 2023, the Company announced a stock repurchase program commencing November 9, 2023. A copy of the press release dated November 9, 2023, is attached as Exhibit 99.1.
 
On November 8, 2023, the Company announced the declaration of a cash dividend. A copy of the press release dated November 9, 2023 is attached as Exhibit 99.1.
 
Item 9.01 Financial Statement and Exhibits
 
 
(d)
The following exhibit is furnished as part of this Report.
 
 
Exhibit No.
Description
 
 
99.1
 
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 






 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
AMES NATIONAL CORPORATION
Date: November 9, 2023
By:
/s/ John P. Nelson
John P. Nelson, President
(Principal Executive Officer)
 
 
 
EX-99.1 2 ex_594297.htm EXHIBIT 99.1 ex_594297.htm

 

  PRESS RELEASE  Exhibit 99.1

                                   

 

FOR IMMEDIATE RELEASE

CONTACT:

JOHN P. NELSON,
   

PRESIDENT
   

(515) 232-6251

 

 

November 9, 2023

 

AMES NATIONAL CORPORATION DECLARED CASH DIVIDEND AND AUTHORIZED STOCK REPURCHASE PROGRAM

 

 

AMES, IOWA – Ames National Corporation (the “Company”) announced today that a stock repurchase program was approved at a meeting of the Board of Directors held November 8, 2023. The program authorizes the repurchase of up to 100,000 shares, or approximately 1.1% of 8,992,167 shares of common stock outstanding as of November 8, 2023. This program will commence on November 9, 2023 and expire on November 13, 2024. The repurchases will be made in open market transactions at the discretion of management using Company cash. The timing and actual number of shares purchased will depend on a variety of factors such as price, the Company’s liquidity position and other market conditions. The program will be conducted under the provisions of SEC Rule 10b-18 which provides a “safe harbor” from liability for manipulation of the stock price by reason of the manner, timing, price and volume of purchases in the open market. The program may be limited or discontinued at any time without notice. The Company did not purchase any shares in 2023 under its previously authorized stock repurchase program that expired on November 8, 2023.

 

On November 8, 2023, the Company declared a cash dividend of $0.27 per common share. The dividend is payable February 15, 2024, to shareholders of record at the close of business on February 1, 2024.

 

Ames National Corporation is listed on the NASDAQ Capital Market under the ticker symbol, ATLO. The Company’s affiliate banks include: First National Bank, Ames, Iowa; Boone Bank & Trust Co., Boone, Iowa; State Bank & Trust Co., Nevada, Iowa; Iowa State Savings Bank, Creston, Iowa; Reliance State Bank, Story City, Iowa; and United Bank & Trust Co., Marshalltown, Iowa. Additional information about the Company can be found at www.amesnational.com.