RRBI Red River Bancshares Inc - 8-K

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

On May 28, 2026, the board of directors (the “Board”) of Red River Bancshares, Inc. (the “Company”) appointed A. Peyton Bush, IV and R. Chance DeWitt, M.D. to serve as directors of the Company and Red River Bank, its wholly-owned subsidiary, effective May 28, 2026. Mr. Bush and Dr. DeWitt will stand for election at the Company’s 2027 annual meeting of shareholders. Each was appointed to serve on the Directors' Loan Committee of Red River Bank. Neither Mr. Bush nor Dr. DeWitt has 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. Bush or Dr. DeWitt to any committee of the Board.

The Board has determined that Mr. Bush and Dr. DeWitt are independent under the applicable listing standards of the Nasdaq Stock Market. There is no arrangement or understanding between either Mr. Bush or Dr. DeWitt and any other person pursuant to which either was selected as a director of the Company, and there is no family relationship between either Mr. Bush or Dr. DeWitt and any of the Company’s other directors or executive officers. Neither Mr. Bush nor Dr. DeWitt has 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. Bush and Dr. DeWitt 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 2026 annual meeting of shareholders, filed with the Securities and Exchange Commission on March 13, 2026.

Item 7.01    Regulation FD Disclosure.

On May 28, 2026, the Company issued a press release announcing the appointment of Mr. Bush and Dr. DeWitt. 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, dated May 28, 2026, announcing Board changes

104

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