8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 23, 2021

Pinnacle Bankshares Corporation

(Exact name of registrant as specified in its charter)

Virginia	000-23909	54-1832714
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

622 Broad Street, Altavista, Virginia 24517-1830

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (434) 369-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☑

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

Item 7.01 Regulation FD Disclosure.

On February 23, 2021, Pinnacle Bankshares Corporation (the “Company”) issued a letter, dated February 18, 2021, to shareholders in which the Company announced that its 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”) will be held on Tuesday, May 11, 2021, at 10:00 a.m. Eastern Time at Virginia Technical Institute, located at 201 Ogden Road, Altavista, VA 24517. A copy of the Company’s letter to shareholders is attached as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

The Company will distribute a proxy statement to shareholders with respect to the 2021 Annual Meeting at a later date, and the Company strongly urges its shareholders to read the proxy statement, and the accompanying proxy card and annual report, as they will contain important information about the Company and the 2021 Annual Meeting. The Company’s shareholders may obtain free copies of these documents once they are available by contacting the Company’s Investor Relations department at (434) 477-5882.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Letter to Shareholders, dated February 18, 2021, issued February 23, 2021

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.

PINNACLE BANKSHARES CORPORATION (Registrant)
By:	/s/ Aubrey H. Hall, III
Name:	Aubrey H. Hall, III
Title:	President and Chief Executive Officer

Dated: February 23, 2021

EX-99.1

Exhibit 99.1

February 18, 2021

Dear Shareholders:

On behalf of Pinnacle Bankshares Corporation, the one-bank holding company for First National Bank, it is my pleasure to inform you that the Board of Directors declared a cash dividend of $0.14 per share on February 9, 2021, payable March 5, 2021 to shareholders of record as of February 19, 2021, marking the thirty-fourth consecutive quarter that a dividend has been declared. Our Board remains committed to a disciplined dividend strategy that provides this type of quarterly return on your investment, while also increasing capital through retained earnings to support continued growth.

As per our Fourth Quarter and 2020 Earnings Release distributed last week, Pinnacle generated $3,380,000 in net income last year, which included a $2,694,000 bargain purchase gain and $2,889,000 in expenses related to our merger with Virginia Bank Bankshares, Inc. The merger closed on October 30, 2020 and core conversion was just completed. We are pleased with this accomplishment and the level of profitability achieved during such a challenging year. Pinnacle is now positioned for the future with over $860 million in total assets and a market footprint that stretches from Danville to Charlottesville.

As of market close on February 17, 2021, Pinnacle’s share price was $25.00, based on its last trade, an increase of $5.75 or 30% since merger closing. Our book value as of December 31, 2020 was $28.11. Pinnacle’s share price has been negatively impacted by the impacts of the pandemic on the economy, and consequently interest rates, which has been the case for the share price of many other banking companies. While challenges remain, we are optimistic regarding Pinnacle’s future and our ability to execute plans intended to enhance shareholder returns.

A copy of our Earnings Release, which includes selected unaudited financial highlights, is being provided for your review. This information is also posted on our website, located at www.1stnatbk.com, under the Investors Relations tab. Should you have any questions regarding the information provided, you may contact me at 434-369-3038 or our Chief Financial Officer, Bryan M. Lemley, at 434-477-5882.

Further details regarding last year’s performance will be provided in our 2020 Annual Report on Form 10-K to be distributed in the near future. Our Annual Meeting of Shareholders will be conducted on Tuesday, May 11, 2021, beginning at 10:00 a.m. at Virginia Technical Institute, located at 201 Ogden Road, Altavista, VA 24517.

As always, thank you for your support, confidence and continued interest in Pinnacle Bankshares Corporation and First National Bank.

Sincerely,

Aubrey H. Hall, III “Todd”

President & CEO