What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-14 compared with 2024-03-15 · 78 added, 66 removed, 164 unchanged (47% of the section changed)

11 unchanged sentences

Based on the assessment, management determined that we maintained effective internal control over financial reporting as of December 31, 2024.

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.

Their reports are included in “Item 8.

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.

The effectiveness of our internal control over financial reporting as of December 31, 2024, has been audited by EisnerAmper, an independent registered public accounting firm.

The report, which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2024, is included in “Item 8.

Financial Statements and Supplementary Data” of this Report.

Changes in internal control over financial reporting

1 unchanged sentence

Other Information

On November 3, 2023 , Bryon C.

Salazar , Executive Vice President - Chief Banking Officer of the Bank and Tammi R.

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”).

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.

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.

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.

On November 3, 2023 , Mr.

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.

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.

As of November 3, 2023, Mr.

Salazar collectively owned 47,251 shares of the Company’s common stock.

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).

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.

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

completion of all sales under the Rule 10b5-1 Trading Arrangements or in accordance with the terms.

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

2 unchanged sentences

The information required by this item is incorporated herein by reference from our Definitive Proxy Statement for our 2025 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the end of the fiscal year ended December 31, 2024.

EXECUTIVE OFFICERS

The following table sets forth the executive officers of the Company and the Bank, and the positions they hold, as of the date of this Report.

Name Age Position with Red River

Bancshares, Inc.

Position with

Red River Bank Years of

Experience Years with

Carriere, C.P.A., C.G.M.A.

58 Executive Vice President, Chief Financial Officer, and Assistant Corporate Secretary Executive Vice President, Chief Financial Officer, and Assistant Corporate Secretary 33 26

Blake Chatelain 61 President and Chief Executive Officer President and Chief Executive Officer 43 26

Salazar 52 — Executive Vice President — Chief Banking Officer 30 26

Salazar 55 — Executive Vice President — Chief Operating Officer 32 26

A brief description of the background of each of the executive officers of the Company and the Bank is set forth below.

Except for (1) the spousal relationship of Bryon C.

Salazar, Executive Vice President — Chief Banking Officer and a director of the Bank, and Tammi R.

Salazar, Executive Vice President — Chief Operating Officer of the Bank;

and (2) the first cousin relationship of Tammi R.

Salazar and R.

Blake Chatelain, President, Chief Executive Officer, and a director of both the Company and the Bank, no executive officer has any family relationship, as defined in Item 401 of Regulation S-K under the Securities Act, with any other executive officer or director.

Carriere, C.P.A., C.G.M.A .

Carriere serves as Executive Vice President, Chief Financial Officer, and Assistant Corporate Secretary of the Company and the Bank and has been with our organization since 1999.

Prior to joining the Bank, Ms.

Carriere was manager of the Financial Planning Department at Whitney National Bank in New Orleans, Louisiana.

From 1991 to 1997, she worked in the Financial Planning and Financial Reporting Department of First Commerce Corporation in New Orleans.

Prior to joining First Commerce Corporation, Ms.

Carriere was with KPMG Peat Marwick in New Orleans, where she was involved in auditing depository organizations and their holding companies.

Carriere is a C.P.A., a C.G.M.A., and a graduate of the A.B.

Freeman School of Business at Tulane University, holding a B.S.

in Management.

Blake Chatelain .

Chatelain serves as the President, Chief Executive Officer, and as a director of the Company and the Bank and has served in such capacities since he joined our organization in 1998.

He is currently a member of our Executive Committee and the Bank’s Asset-Liability Management Committee, Compensation Committee, and Directors’ Loan Committee.

Prior to joining the Bank, Mr.

Chatelain served as Executive Vice President of Rapides Bank & Trust Company in Alexandria, Louisiana, a subsidiary of First Commerce Corporation in New Orleans, Louisiana, where he managed the commercial lending group from 1991 until its sale to Bank One Corporation in 1998.

Prior to joining Rapides Bank & Trust Company, Mr.

Chatelain served as Vice President at Hibernia National Bank in Monroe, Louisiana and was responsible for managing the commercial lending group.

He is on the board of directors of Financial Institution Service Corporation, where he also serves on the Executive Committee of the board.

Chatelain is also a director and member of the Executive Committee of the Louisiana Association of Business and Industry.

He served as a member of the Louisiana State University Board of Supervisors from 2008 through 2020, having previously served as Chairman of the Board as well as chairing several committees.

Chatelain is a graduate of Louisiana State University and holds a B.S.

His deep institutional knowledge, extensive banking experience, as well as his long-standing business and banking relationships in our markets, qualify him to serve on our board of directors.

Salazar serves as Executive Vice President — Chief Banking Officer and a director of the Bank and chairs the Directors’ Loan Committee.

He has been with our organization since 1998.

Prior to joining the Bank, Mr.

Salazar was a commercial banker with Rapides Bank & Trust Company in Alexandria, Louisiana, as well as three other subsidiary banks of First Commerce Corporation in New Orleans, Louisiana.

Salazar currently serves on the Board of Trustees of Rapides Regional Medical Center, having served in the past as Chair of the Board.

He also served on the Board of Directors of the Louisiana Bankers’ Association from 2019 to 2022.

Salazar is a graduate of Louisiana State University and holds a B.S.

in Finance ( Magna Cum Laude ).

Salazar serves as Executive Vice President — Chief Operating Officer of the Bank.

She has been with our organization since 1998 and served as Executive Vice President — Private Banking, Mortgage, and Investments before assuming her current position in 2021.

Prior to joining the Bank, Ms.

Salazar was Vice President for Rapides Bank & Trust Company in Alexandria, Louisiana, a subsidiary of First Commerce Corporation in New Orleans, Louisiana.

She has served on the Board of Trustees of The Rapides Foundation, having served as Board Chair, and on the Board of Directors of the Alexandria Country Day School.

Salazar currently serves on the boards of directors of the Children’s Advocacy Network, River Oaks Art Center, and Christus Cabrini Foundation.

She is a graduate of Louisiana Tech University and holds a B.S.

Executive Compensation

27 unchanged sentences

4.1 Specimen common stock certificate (incorporated by reference to Exhibit 4.1 to Red River Bancshares, Inc.’s Registration Statement on Form S-1 filed with the SEC on April 10, 2019, file number 333-230798)

EXHIBIT NUMBER DESCRIPTION

4.2 Description of Common Stock (incorporated by reference to Exhibit 4.2 to Red River Bancshares, Inc.’s Annual Report on Form 10-K filed with the SEC on March 27, 2020, file number 001-38888)

6 unchanged sentences

10.3 Description of Red River Bank Discretionary Incentive Bonus Plan (incorporated by reference to Exhibit 10.5 to Red River Bancshares, Inc.’s Registration Statement on Form S-1 filed with the SEC on April 10, 2019, file number 333-230798) +

10.4 Amended and Restated Employment Agreement dated August 12, 2021, between Red River Bank and R.

10.4 Amended and Restated Employment Agreement between Red River Bank and R.

Blake Chatelain (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 13, 2021, file number 001-38888) +

10.5 Supplemental Executive Retirement Benefits Agreement between Red River Bank and R.

Blake Chatelain (incorporated by reference to Exhibit 10.7 to Red River Bancshares, Inc.’s Registration Statement on Form S-1 filed with the SEC on April 10, 2019, file number 333-230798) +

10.6 Amendment No.

1 to the Supplemental Executive Retirement Benefits Agreement between Red River Bank and R.

Blake Chatelain (incorporated by reference to Exhibit 10.8 to Red River Bancshares, Inc.’s Registration Statement on Form S-1 filed with the SEC on April 10, 2019, file number 333-230798) +

10.7 Amendment No.

2 to the Supplemental Executive Retirement Benefits Agreement between Red River Bank and R.

Blake Chatelain (incorporated by reference to Exhibit 10.9 to Red River Bancshares, Inc.’s Registration Statement on Form S-1 filed with the SEC on April 10, 2019, file number 333-230798) +

10.8 Supplemental Executive Retirement Benefits Agreement between Red River Bank and Bryon C.

Salazar (incorporated by reference to Exhibit 10.10 to Red River Bancshares, Inc.’s Registration Statement on Form S-1 filed with the SEC on April 10, 2019, file number 333-230798) +

10.9 Amendment No.

1 to the Supplemental Executive Retirement Benefits Agreement between Red River Bank and Bryon C.

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) +

10.10 Amendment No.

2 to the Supplemental Executive Retirement Benefits Agreement between Red River Bank and Bryon C.

Salazar (incorporated by reference to Exhibit 10.12 to Red River Bancshares, Inc.’s Registration Statement on Form S-1 filed with the SEC on April 10, 2019, file number 333-230798) +

10.11 Supplemental Executive Retirement Benefits Agreement between Red River Bank and Tammi R.

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) +

EXHIBIT NUMBER DESCRIPTION

10.12 Amendment No.

1 to the Supplemental Executive Retirement Benefits Agreement between Red River Bank and Tammi R.

Salazar (incorporated by reference to Exhibit 10.14 to Red River Bancshares, Inc.’s Registration Statement on Form S-1 filed with the SEC on April 10, 2019, file number 333-230798) +

10.13 Amendment No.

2 to the Supplemental Executive Retirement Benefits Agreement between Red River Bank and Tammi R.

Salazar (incorporated by reference to Exhibit 10.15 to Red River Bancshares, Inc.’s Registration Statement on Form S-1 filed with the SEC on April 10, 2019, file number 333-230798) +

10.14 Composite Form of Supplemental Executive Retirement Benefits Agreement between Red River Bank and each of Isabel V.

Carriere, Andrew B.

Cutrer, and Debbie B.

Triche (incorporated by reference to Exhibit 10.3 to Red River Bancshares, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2021, file number 001-38888) +#

10.15 Form of Amendment No.

1 to Supplemental Executive Retirement Benefits Agreement between Red River Bank and each of Isabel V.

Carriere, Andrew B.

Cutrer, and Debbie B.

Triche (incorporated by reference to Exhibit 10.4 to Red River Bancshares, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2021, file number 001-38888) +

10.16 Composite Form of Amendment No.

2 to Supplemental Executive Retirement Benefits Agreement between Red River Bank and each of Isabel V.

10.5 Amended and Restated Supplemental Executive Retirement Benefits Agreement between Red River Bank and R.

Blake Chatelain (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, 2024, file number 001-38888) +

10.6 Composite Form of Amended and Restated Supplemental Executive Retirement Benefits Agreement between Red River Bank and each of Isabel V.

Carriere, Andrew B.

Cutrer, and Debbie B.

Bridges Hall, Bryon C.

Salazar, Tammi R.

Salazar, and Debbie B.

Triche (incorporated by reference to Exhibit 10.2 to Red River Bancshares, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2024, file number 001-38888) +

34 unchanged sentences

Triche (incorporated by reference to Exhibit 10.30 to Red River Bancshares, Inc.'s Annual Report on Form 10-K filed with the SEC on March 18, 2022, file number 001-38888) +

10.30 Supplemental Executive Retirement Benefits Agreement between Red River Bank and G.

Bridges Hall, IV (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 11, 2022, file number 001-38888) +#

10.20 Red River Bancshares, Inc.

3 unchanged sentences

and Red River Bank Amended and Restated Director Compensation Program (incorporated by reference to Exhibit 10.22 to Red River Bancshares, Inc.’s Annual Report on Form 10-K filed with the SEC on March 19, 2021, file number 001-38888) +

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) +

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)

EXHIBIT NUMBER DESCRIPTION

10.22 Stock Repurchase Agreement, dated March 13, 2024, by and between Red River Bancshares, Inc., the Angela Katherine Simpson Irrevocable Trust UA 25-NOV-03, and the John Charles Simpson Jr.

Irrevocable Trust UA 25-NOV-03 (incorporated by reference to Exhibit 10.1 to Red River Bancshares, Inc.’s Current Report on Form 8-K filed with the SEC on March 13, 2024, file number 001-38888)

10.23 Stock Repurchase Agreement, dated August 8, 2024, by and between Red River Bancshares, Inc., the Angela Katherine Simpson Irrevocable Trust UA 25-NOV-03, and the John Charles Simpson Jr.

Irrevocable Trust UA 25-NOV-03 (incorporated by reference to Exhibit 10.1 to Red River Bancshares, Inc.’s Current Report on Form 8-K filed with the SEC on August 8, 2024, file number 001-38888)

10.24 Stock Repurchase Agreement, dated November 5, 2024, by and between Red River Bancshares, Inc., the Angela Katherine Simpson Irrevocable Trust UA 25-NOV-03, and the John Charles Simpson Jr.

Irrevocable Trust UA 25-NOV-03 (incorporated by reference to Exhibit 10.1 to Red River Bancshares, Inc.’s Current Report on Form 8-K filed with the SEC on November 5, 2024, file number 001-38888)

16.1 Letter from Postlethwaite & 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)

19.1 Red River Bancshares, Inc.

and Subsidiaries Insider Trading Policy *

21.1 Subsidiaries of Red River Bancshares, Inc.

23.1 Consent of Postlethwaite & Netterville *

EXHIBIT NUMBER DESCRIPTION

23.2 Consent of EisnerAmper LLP *

5 unchanged sentences

97.1 Red River Bancshares, Inc.

Incentive-Based Compensation Recovery Policy *

Incentive-Based Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to Red River Bancshares, Inc.'s Annual Report on Form 10-K filed with the SEC on March 15, 2024, file number 001-38888)

101 The following information from the Company's Annual Report on Form 10-K for the year ended December 31, 2024, is formatted in Inline Extensible Business Reporting Language (iXBRL):

49 unchanged sentences

March 14, 2025 By:

/s/ Robert A.

March 15, 2024 By:

/s/ Willie P.

4 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.

What changed 10-K

Item 9A. Controls and Procedures