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
January 25, 2024
Date of Report (Date of earliest event reported)
Red River Bancshares, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Louisiana | 001-38888 | 72-1412058 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| |
| 1412 Centre Court Drive, Suite 301, Alexandria, Louisiana | 71301 |
| (Address of Principal Executive Offices) | (Zip Code) |
(318) 561-4000
Registrant’s telephone number, including area code
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(s) | Name of each exchange
on which registered |
| Common Stock, no par value | RRBI | The Nasdaq Stock Market, LLC |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 25, 2024, the board of directors (the “Board”) of Red River Bancshares, Inc. (the “Company”) appointed Michael R. Brown to serve as a director of the Company and Red River Bank, its wholly-owned subsidiary, effective January 25, 2024. Mr. Brown will stand for election at the Company’s 2024 annual meeting of shareholders. He was appointed on January 25, 2024, to serve on the Directors' Loan Committee of Red River Bank. Mr. Brown has not been appointed to any committees of the Company, and no appointment to any committee of the Company is expected at this time. The Company will file an amendment to this Current Report on Form 8-K within four business days of the appointment of Mr. Brown to any committee of the Board.
The Board has determined that Mr. Brown is independent under the applicable listing standards of the Nasdaq Stock Market. There is no arrangement or understanding between Mr. Brown and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship between Mr. Brown and any of the Company’s other directors or executive officers. Mr. Brown does not have a material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K, other than deposits, loans, and other financial services related transactions with Red River Bank made in the ordinary course of business, on substantially the same terms, including interest rates and collateral (where applicable), as those prevailing at the time for comparable transactions with persons not related to the Company or Red River Bank, and do not involve more than a normal risk of collectability or present other features unfavorable to Red River Bank.
Mr. Brown will participate in the Company’s non-employee director compensation program. A complete description of the Company’s non-employee director compensation program is set forth in the Company’s proxy statement for the 2023 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 16, 2023.
Item 7.01 Regulation FD Disclosure.
On January 25, 2024, the Company issued a press release announcing the appointment of Mr. Brown. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 7.01. As provided in General Instruction B.2 to Form 8-K, the information furnished in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item. 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following are furnished as exhibits to this Current Report on Form 8-K.
| | | | | | | | |
| Exhibit Number | | Description of Exhibit |
| 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.
Dated: January 25, 2024
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| RED RIVER BANCSHARES, INC. |
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| By: | /s/ Julia E. Callis |
| | Julia E. Callis |
| | Senior Vice President, General Counsel, and Corporate Secretary |
