11 unchanged sentences
Based on the assessment, management determined that we maintained effective internal control over financial reporting as of December 31, 2023.
+Added: EisnerAmper, an independent registered public accounting firm, audited our consolidated financial statements for the year ended December 31, 2023, included in this Report.
Postlethwaite and Netterville, an independent registered public accounting firm, audited our consolidated financial statements for the years ended December 31, 2022 and 2021, included in this Report.
−Removed: Their report is included in “Item 8.
−Removed: Financial Statements and Supplementary Data.” This Report does not include an attestation report of our registered public accounting firm on our internal control over financial reporting due to a transition period established by rules of the SEC for an Emerging Growth Company.
+Added: Their reports are included in “Item 8.
+Added: Financial Statements and Supplementary Data.” This Report does not include an attestation report of either registered public accounting firm on our internal control over financial reporting due to a transition period established by rules of the SEC for an Emerging Growth Company.
Changes in internal control over financial reporting
1 unchanged sentence
Other Information
+Added: On November 3, 2023 , Bryon C.
+Added: Salazar , Executive Vice President - Chief Banking Officer of the Bank and Tammi R.
+Added: Salazar , Executive Vice President – Chief Operating Officer of the Bank , terminated each of their existing trading plans, which were adopted on December 2, 2022 (the “Prior Plans”).
+Added: The Prior Plans were adopted to sell a limited amount of the Company’s common stock for tax, estate, and family planning purposes and to provide asset diversification.
+Added: The Prior Plans provided for the sale of up to 30,114 shares of common stock, collectively, from January 1, 2023, until the sale of all common stock thereunder, unless sooner terminated.
+Added: The trading plans were intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act applicable at the time of adoption.
+Added: On November 3, 2023 , Mr.
+Added: Salazar adopted new trading plans intended to satisfy the affirmative defense conditions of amended Rule 10b5-1(c) of the Exchange Act (the “Rule 10b5-1 Trading Arrangements”) and to update the price parameters of the Prior Plans.
+Added: The Rule 10b5-1 Trading Arrangements were adopted in accordance with the Company’s policies with respect to insider trading to sell a limited amount of the Company’s common stock for tax, estate, and family planning purposes and to provide asset diversification.
+Added: As of November 3, 2023, Mr.
+Added: Salazar collectively owned 47,251 shares of the Company’s common stock.
+Added: The maximum aggregate number of shares of the Company’s common stock that may be sold pursuant to the Rule 10b5-1 Trading Arrangements is collectively 4,726 shares (which is the number of shares that remain unsold under the Prior Plans).
+Added: Each Rule 10b5-1 Trading Arrangement provides for the potential sale of shares of the Company’s common stock so long as the market price of the Company’s common stock is higher than a certain minimum threshold price specified.
+Added: Sales under the Rule 10b5-1 Trading Arrangements may begin upon the completion of the required cooling off period under Rule 10b5-1 on March 4, 2024, and will terminate no later than December 31, 2024, unless terminated sooner upon
+Added: completion of all sales under the Rule 10b5-1 Trading Arrangements or in accordance with the terms.
+Added: Transactions made under the Rule 10b5–1 Trading Arrangements will be disclosed publicly through Form 4 filings with the SEC.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
10 unchanged sentences
The information required by this item is incorporated herein by reference from our Definitive Proxy Statement for our 2024 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the end of the fiscal year ended December 31, 2023.
−Removed: Exhibits and Financial Statement Schedules
+Added: Exhibit and Financial Statement Schedules
(a) The following documents are filed as part of this Report:
2 unchanged sentences
Report of Independent Registered Public Accounting Firm (PCAOB ID 274 )
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID 396)
Consolidated Balance Sheets as of December 31, 2023 and 2022
18 unchanged sentences
2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Red River Bancshares, Inc.’s Registration Statement on Form S-1 filed with the SEC on April 10, 2019, file number 333-230798) +
−Removed: 10.2 Red River Bancshares, Inc.
−Removed: 2008 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to Red River Bancshares, Inc.’s Registration Statement on Form S-1 filed with the SEC on April 10, 2019, file number 333-230798) +
10.2 Form of Restricted Stock Award Agreement under the Red River Bancshares, Inc.
−Removed: 2008 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to Red River Bancshares, Inc.’s Registration Statement on Form S-1 filed with the SEC on April 10, 2019, file number 333-230798) +
−Removed: 10.4 Form of Restricted Stock Award Agreement under the Red River Bancshares, Inc.
2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Red River Bancshares, Inc.’s Quarterly Report on Form 10-Q for the second quarter of 2019 filed with the SEC on August 14, 2019, file number 001-38888) +
15 unchanged sentences
Salazar (incorporated by reference to Exhibit 10.11 to Red River Bancshares, Inc.’s Registration Statement on Form S-1 filed with the SEC on April 10, 2019, file number 333-230798) +
−Removed: EXHIBIT NUMBER DESCRIPTION
10.10 Amendment No.
3 unchanged sentences
Salazar (incorporated by reference to Exhibit 10.13 to Red River Bancshares, Inc.’s Registration Statement on Form S-1 filed with the SEC on April 10, 2019, file number 333-230798) +
+Added: EXHIBIT NUMBER DESCRIPTION
10.12 Amendment No.
28 unchanged sentences
Salazar (incorporated by reference to Exhibit 10.18 to Red River Bancshares, Inc.’s Registration Statement on Form S-1 filed with the SEC on April 10, 2019, file number 333-230798) +
+Added: 10.22 First Amendment to the Endorsement Method Split-Dollar Agreement between Red River Bank and Tammi R.
+Added: Salazar dated October 1, 2004 (incorporated by reference to Exhibit 10.1 to Red River Bancshares, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2023, file number 001-38888) +
10.23 Supplemental Split-Dollar Agreement between Red River Bank and Tammi R.
29 unchanged sentences
10.33 Red River Bank 401(k) Profit Sharing Plan (incorporated by reference to Exhibit 99.1 to Red River Bancshares, Inc.’s Registration Statement on Form S-8 filed with the SEC on March 21, 2022, file number 333-263744) +
+Added: 16.1 Letter from P ostlethwaite & Netterville, APAC dated December 15, 2023 (incorporated by reference to Exhibit 16.1 to Red River Bancshares, Inc.’s Current Report on Form 8-K filed with the SEC on December 19, 2023, file number 001-38888)
21.1 Subsidiaries of Red River Bancshares, Inc.
1 unchanged sentence
EXHIBIT NUMBER DESCRIPTION
+Added: 23.2 Consent of EisnerAmper LLP *
24.1 Power of Attorney (included on signature page) *
3 unchanged sentences
32.2 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
+Added: 97.1 Red River Bancshares, Inc.
+Added: Incentive-Based Compensation Recovery Policy *
101 The following information from the Company's Annual Report on Form 10-K for the year ended December 31, 2023, is formatted in Inline Extensible Business Reporting Language (iXBRL):
41 unchanged sentences
March 15, 2024 By:
+Added: /s/ Michael J.
March 15, 2024 By:
+Added: March 15, 2024 By:
/s/ Michael D.
11 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.