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

January 25, 2024

Date of Report (Date of earliest event reported)

Red River Bancshares, Inc.

(Exact Name of Registrant as Specified in Charter)

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	Press Release issued by Red River Bancshares, Inc., dated January 25, 2024
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

RED RIVER BANCSHARES, INC.
By:	/s/ Julia E. Callis
	Julia E. Callis
	Senior Vice President, General Counsel, and Corporate Secretary

EX-99.1

Exhibit 99.1

Red River Bancshares, Inc. Board of Directors Elects

Michael J. Brown as New Director

ALEXANDRIA, La., January 25, 2024 (GLOBE NEWSWIRE) – Red River Bancshares, Inc. (Nasdaq: RRBI) (the “Company”) announced today that Michael J. Brown, CFA, has been appointed as a new director to the board of directors of the Company and Red River Bank, effective January 25, 2024.

Mr. Brown, who resides in New Orleans, Louisiana, joins the Company’s board after a highly successful career in the financial services industry that spanned more than 30 years. Mr. Brown began his career at Wachovia Corporate Services, in Atlanta, Georgia, and then worked for First Commerce Corporation in New Orleans, including following its merger with Banc One Corporation. He was then employed by IBERIABANK, where he most recently worked as the Chief Operating Officer from 1999 until IBERIABANK’s acquisition by First Horizon Bank in 2020. Mr. Brown then served as the President of Regional Banking for First Horizon Bank from 2020 to 2021. In addition to his financial services background, Mr. Brown has served on the board of directors of Amerisafe, a publicly-traded insurance company, since 2014. Blake Chatelain, President and Chief Executive Officer of the Company, said, “We are very pleased to welcome Michael, who brings a wealth of experience in all areas of banking operations and strategy. I had the privilege of working with Michael earlier in our careers when we both worked at First Commerce, and it is a pleasure to have the opportunity to work with him again. Michael’s deep industry knowledge will be invaluable as we continue to navigate the banking landscape and deliver exceptional value to our customers and shareholders.”

About Red River Bancshares, Inc.
The Company is the bank holding company for Red River Bank, a Louisiana state-chartered bank established in 1999 that provides a fully integrated suite of banking products and services tailored to the needs of commercial and retail customers. Red River Bank operates from a network of 27 banking centers throughout Louisiana and one combined loan and deposit production office in New Orleans, Louisiana. Banking centers are located in the following Louisiana markets: Central, which includes the Alexandria metropolitan statistical area ("MSA"); Northwest, which includes the Shreveport-Bossier City MSA; Capital, which includes the Baton Rouge MSA; Southwest, which includes the Lake Charles MSA; the Northshore, which includes Covington; Acadiana, which includes the Lafayette MSA; and New Orleans.

Contact:

Julia Callis

Senior Vice President, General Counsel & Corporate Secretary

318-561-4042

julia.callis@redriverbank.net

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XML

Document and Entity Information Document	Jan. 25, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 25, 2024
Entity Registrant Name	Red River Bancshares, Inc.
Entity Central Index Key	0001071236
Amendment Flag	false
Entity Incorporation, State or Country Code	LA
Entity File Number	001-38888
Entity Tax Identification Number	72-1412058
Entity Address, Address Line One	1412 Centre Court Drive
Entity Address, Address Line Two	Suite 301
Entity Address, City or Town	Alexandria
Entity Address, State or Province	LA
Entity Address, Postal Zip Code	71301
City Area Code	318
Local Phone Number	561-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	RRBI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	true