Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 20, 2022, Prime Meridian Holding Company ("PMHG") adopted an Amended and Restated 2015 Stock Incentive Compensation Plan (the "2015 Plan"). On that date, PMHG also adopted an Amended and Restated Directors' Compensation Plan (the "Directors' Plan").

The amendment to the 2015 Plan authorizes the plan administrator to establish, on a case-by-case basis, restricted stock award terms to permit any form of vesting upon termination of the grantee's employment. The Board of Directors believes this will enable PMHG to retain and recruit management by being able to offer more flexibly structured restricted stock awards. In connection with this amendment, PMHG also amended President, Chief Executive Officer, and Vice Chair's Sammie D. Dixon, Jr.'s restricted stock award agreements to permit him to retain them upon termination of his employment. In addition, PMHG adopted non-substantive amendments to the 2015 Plan related to internal section references.

The amendment to the Directors' Plan provides that grantees will: (i) receive any dividends paid on shares of PMHG common stock held in the Directors' Plan and; (ii) be permitted to vote such shares on any matters coming before PMHG's shareholders. PMHG also adopted non-substantive amendments to the Directors' Plan relating to plan administration.

The foregoing summary of such amendments and agreements does not purport to be complete and is qualified in its entirety by reference to the agreements and amendments, which are attached as exhibits to this Form 8-K and which are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Amended and Restated 2015 Stock Incentive Compensation Plan, dated as of October 20, 2022 .

10.2 Amendment to Restricted Stock Awards for Sammie D. Dixon, Jr., dated as of October 20, 2022 .

10.3 Amended and Restated Directors' Compensation Plan, dated as of October 20, 2022 .

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

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