What changed in this filing

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Item 1. Business

2026-03-13 compared with 2025-03-14 · 62 added, 73 removed, 454 unchanged (23% of the section changed)

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As of December 31, 2025, we were the sixth largest financial institution headquartered in Louisiana based on assets, with total assets of $3.35 billion, loans HFI of $2.25 billion, total deposits of $2.96 billion, and total stockholders’ equity of $365.2 million.

As of December 31, 2024, we operated from a network of 28 banking centers throughout Louisiana and one combined LDPO in New Orleans, Louisiana.

As of December 31, 2025, we operated from a network of 28 banking centers throughout Louisiana and two combined LDPOs, one each in New Orleans, Louisiana and Lafayette, Louisiana.

Banking centers are located in the following Louisiana markets:

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Southwest, which includes the Lake Charles MSA;

the Northshore, which includes Covington;

the Northshore, which includes the Slidell-Mandeville-Covington MSA;

Acadiana, which includes the Lafayette MSA;

and New Orleans.

and New Orleans, which includes the New Orleans-Metairie MSA.

We believe our markets offer us an attractive combination of growth opportunities and core deposit stability, as well as loan diversity.

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Tammany Parish, we operate one banking center.

We operate one banking center in our Acadiana market, which we define to include Lafayette Parish.

We operate one banking center and one combined LDPO in our Acadiana market, which we define to include Lafayette Parish.

In our New Orleans market, which we define to include Orleans and Jefferson Parishes, we operate two banking centers and one combined LDPO.

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In 2021, we entered the New Orleans market by opening a combined LDPO in downtown New Orleans, Louisiana, which was followed by a full-service banking center in 2022.

In the second quarter of 2024, we opened our third banking location in the New Orleans market with a full-service banking center in Metairie, Louisiana.

In the fourth quarter of 2024, we purchased property in Lafayette, Louisiana, and plan to build a new banking center at that location, which would be our second full-service banking center in the Acadiana market.

In 2024, we opened our third banking location in the New Orleans market with a full-service banking center in Metairie, Louisiana.

Also in 2024, we purchased property in Lafayette, Louisiana, and plan to build a new banking center at that location, which would be our second full-service banking center in the Acadiana market.

In the third quarter of 2025, we opened a combined LDPO in Lafayette, Louisiana.

Disciplined Acquisition Strategy

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Brokerage Services

We offer a broad range of products and services designed to meet the investment needs of all of our customers through our investment group and LPL Financial LLC, our registered broker-dealer.

Our investment group executives, who are available to serve clients in each of our markets, strive to fully understand each client’s unique financial situation, deliver a comprehensive plan, and provide the appropriate products to meet their needs.

Our investment products include stocks, bonds, mutual funds, alternative investments, annuities, and insurance products.

Through our partnership with registered investment advisors, our investment group also provides investment advisory services, financial planning services, and a comprehensive suite of retirement plans.

As of December 31, 2024, our investment group had $1.14 billion of assets under management.

We offer a broad range of products and services designed to meet the financial planning needs of our clients in the markets we serve.

Our investment executives strive to understand each client’s unique financial situation and through our partnership with LPL Financial LLC, our registered broker-dealer, our investment executives are able to offer stocks, bonds, mutual funds, alternative investments, advisory services, annuities, and insurance products to address their individual needs.

As of December 31, 2025, our investment group held $1.33 billion of assets under management.

Other Banking Services

We offer banking products and services that are attractively priced with a focus on customer convenience and accessibility.

We offer banking products and services with a focus on customer convenience and accessibility.

We offer a full suite of online banking services, including access to account balances, online transfers, online bill payment, and electronic delivery of customer statements.

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We continue to make investments in our IT systems supporting our deposit and lending operations and treasury management initiatives.

In 2021, we invested in the JAM FINTOP Banktech, L.P.

fund to strategically develop technology partnerships as we expand the Bank’s digital offerings.

Since 2021, we have invested in JAM FINTOP to strategically develop technology partnerships as we expand our digital offerings.

We believe these investments are essential to enhancing our capabilities for offering new products and services, improving the overall customer experience, providing scale for future growth and acquisitions, and increasing controls and efficiencies in corporate support areas.

We utilize a core data processing platform from a nationally recognized bank software vendor providing us with capabilities to support the continued growth of the Bank.

We utilize a core data processing platform from a nationally recognized bank software vendor providing us with capabilities to support our continued growth.

While we operate and manage our internal network infrastructure, we leverage the capabilities of third-party service providers to provide technical expertise around network design, architecture, and cybersecurity services required for us to operate as an effective and efficient organization.

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We believe that our relations with our employees are very good.

We believe that we maintain employment and benefit programs that are appropriate with respect to position responsibilities, competitive with the external market, and capable of attracting, retaining, and motivating competent

We recognize the importance of our employee’s financial health and well-being and strive to provide comprehensive compensation and benefits packages to help meet those needs.

Compensation and benefits include market-competitive pay, health insurance, dental insurance, vision insurance, employer paid and voluntary life insurance, health and dependent care flexible spending accounts, paid holidays, paid vacation and sick time, and other insurance and benefit options.

Compensation and benefits include market-competitive pay, health insurance, dental insurance, vision insurance, employer paid and voluntary life insurance,

health and dependent care flexible spending accounts, paid holidays, paid vacation and sick time, and other insurance and benefit options.

We also offer a 401(k) Plan, and we make matching contributions to that plan.

In addition, we offer stock-based compensation to key employees as a way to attract and retain talent.

In addition, we offer stock-based compensation to key employees as a way to attract, reward, and retain talent.

For more information on our benefit plans and stock-based compensation, see “Item 8.

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Our equal employment opportunity commitment applies to all areas of employment including hiring, training, placement, promotion, compensation, and benefits.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

For information regarding our executive officers, see “Item 10.

Directors, Executive Officers, and Corporate Governance” in this Report.

CORPORATE INFORMATION

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A number of the effects of the Dodd-Frank Act are described or otherwise accounted for in various parts of this “Supervision and Regulation” section.

In addition to those requirements, the Dodd-Frank Act addresses many investor protection, corporate governance, and executive compensation matters that affect most U.S.

In addition to those requirements, the Dodd-Frank Act addresses many investor

protection, corporate governance, and executive compensation matters that affect most U.S.

publicly traded companies.

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Accordingly, it is possible that existing rules may still be modified or repealed or that new rules may be implemented that may impact our operations.

The Economic Growth Act, which was signed into law in May 2018, provides certain limited amendments to the Dodd-Frank Act, as well as certain targeted modifications to prior financial services reform regulatory requirements.

Provisions in the Economic Growth Act generally address access to mortgage credit;

consumer access to credit;

protections for veterans, consumers, and homeowners;

and protections for student borrowers.

One of the Economic Growth Act’s highlights, with implications for us, was the asset threshold under the Policy Statement being increased from $1.0 billion to $3.0 billion, which benefits bank holding companies by, among various other items, allowing for an 18-month safety and soundness examination cycle as opposed to a 12-month examination cycle, changing to scaled biannual regulatory reporting requirements as opposed to quarterly regulatory reporting requirements, and not subjecting bank holding companies to capital adequacy guidelines on a consolidated basis.

Effective January 1, 2023, we no longer receive any benefits under the Policy Statement and became subject to consolidated capital requirements.

As of the June 30, 2024 measurement date, we had more than $3.0 billion in assets and remain subject to consolidated capital requirements.

Another significant provision was the Economic Growth Act’s directive that federal bank regulatory agencies adopt a threshold for a CBLR framework.

The CBLR framework and its implications for us are discussed in more detail below under the heading “- Bank Regulation - Capital Adequacy Requirements.”

On March 30, 2023, the CFPB issued a final rule implementing Section 1071 of the Dodd-Frank Act.

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The purpose of the rule is to increase transparency and combat discrimination in small business lending.

For banks with moderate volume lending, the compliance deadline is January 16, 2026.

As a bank with moderate volume lending as prescribed by this final rule, the current compliance deadline is January 1, 2027.

However, the CFPB issued a notice of proposed rulemaking in November 2025 that would make certain changes to the rule, including changing the number of lending transactions that would require financial institutions to comply with this rule, reducing the number of data points financial institutions must collect and report, and extending the compliance deadline to January 1, 2028.

Under this proposed rule, we do not currently meet the threshold for reporting.

We will continue to monitor future developments with this rulemaking.

On October 22, 2024, the CFPB issued its final rule implementing Section 1033 of the Dodd-Frank Act with respect to personal financial data rights, more commonly known as the “Open Banking Rule.” The final rule, among other things, requires banks, credit unions, and other financial service providers to make a consumer’s data available upon request to the consumer and their authorized third parties in a secure and reliable manner, and establishes obligations for third parties accessing consumers’ data, including data security and privacy protections.

According to the CFPB, the rule is designed to foster competition and innovation in the financial services industry by making it easier for consumers to switch financial providers and for new companies to offer innovative products and services.

The compliance deadline is phased-in based on the asset size of the financial institution.

For banks with $3.0 billion to $10.0 billion in total assets, the compliance deadline is April 1, 2028.

At this time, it is difficult to anticipate the continued impact the above-described legislation may have on our business, our customers, and the financial industry generally.

The rule is in a current state of uncertainty as a federal court has issued a preliminary injunction prohibiting the CFPB from enforcing it until the CFPB can complete its reconsideration of the rule.

In August 2025, the CFPB issued an advance notice of proposed rulemaking seeking comments as it evaluates issuing a proposed rule that would replace the current rule.

At this time, it is difficult to anticipate the continued impact the above-described legislation and regulations may have on our business, our customers, and the financial industry generally.

Changes resulting from further implementation of, changes to, or repeal of the Dodd-Frank Act and other regulations may impact the profitability of our business activities;

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Failure to comply with any new requirements may negatively impact our results of operations and financial condition.

Additionally, the future implementation and enforcement of regulations may be affected by the result of the Fall 2024 U.S.

Presidential election, which is resulting in significant changes in the leadership of the various bank regulatory agencies.

Additionally, the future implementation and enforcement of regulations may be affected by the current government of the U.S., which has made significant changes in the leadership of the various bank regulatory agencies.

In early February 2025, the CFPB’s Acting Director issued directives to cease virtually all CFPB activities, including supervision, examinations, rulemaking, enforcement actions, and pending investigations.

CFPB staff were instructed to suspend the effective dates of all rules that have been issued, but have not yet gone into effect.

Further, the Acting Director announced that the CFPB would not be taking its next draw of unappropriated funding.

A new CFPB Director has recently been nominated and is subject to Senate confirmation.

Since this time, the CFPB has remained largely dormant, with limited rulemaking issuances or other activity.

In November 2025, the Acting Director notified a federal court that, pursuant to a legal opinion issued by the Department of Justice’s Office of Legal Counsel, the CFPB cannot request funds from the Federal Reserve under Dodd-Frank to fund its operations.

In December 2025, the federal court rejected this legal interpretation.

In January 2026, the Acting Director notified the federal court that he had requested funding from the Federal Reserve to fund its operations for the first quarter of 2026.

The future of the CFPB is uncertain at this time.

Holding Company Capital Requirements

As previously referenced in “- Financial Services Industry Reform,” effective January 1, 2023, we became subject to, on a consolidated basis, the same minimum capital ratios under Basel III as the Bank.

At the holding company level, we are subject to the same minimum capital ratios under Basel III as the Bank.

These minimum capital requirements are set forth below under the heading “- Bank Regulation - Capital Adequacy Requirements.” The Federal Reserve monitors the capital adequacy of the Company and considers its capital levels when taking action on various types of applications and when conducting supervisory activities related to the safety and soundness of the Company.

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Source of Strength

As a bank holding company, we are subject to certain restrictions on dividends under applicable banking laws and regulations.

As a Louisiana corporation, the Company is subject to certain restrictions on dividends under the LBCA.

Generally, a Louisiana corporation may pay dividends to its shareholders unless, after giving effect to the dividend, either:

(1) the corporation would not be able to pay its debts as they come due in the usual course of business;

or (2) the corporation’s total assets would be less than the sum of its total liabilities and the amount that would be needed, if the corporation were to be dissolved at the time of the payment of the dividend, to satisfy the preferential rights of shareholders whose preferential rights are superior to those receiving the dividend.

The Company’s status as a bank holding company also affects its ability to pay dividends in two additional ways.

First, since the Company is a holding company with no material business activities of its own, its ability to pay dividends could become dependent upon the ability of the Bank to transfer funds to it in the form of dividends, loans, and advances.

The Bank’s ability to pay dividends and make other distributions and payments to the Company is itself subject to various legal, regulatory, and other restrictions, and the present and future dividend policy of the Bank is subject to the discretion of its board of directors.

Second, as a bank holding company, the Company’s payment of dividends must comply with the laws, regulations, and policies of the Federal Reserve.

The Federal Reserve has issued a supervisory letter on the payment of cash dividends by bank holding companies, which expresses the Federal Reserve’s view that a bank holding company should pay cash dividends only to the extent that:

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As discussed above, in certain circumstances, we could also be required to guarantee the capital restoration plan of the Bank, if the Bank became undercapitalized for purposes of the FDIC’s prompt corrective action regulations.

In the event of our bankruptcy, any commitment by us to a

federal bank regulatory agency to maintain the capital of the Bank under a capital restoration plan would be assumed by the bankruptcy trustee and entitled to a priority of payment.

In the event of our bankruptcy, any commitment by us to a federal bank regulatory agency to maintain the capital of the Bank under a capital restoration plan would be assumed by the bankruptcy trustee and entitled to a priority of payment.

Scope of Permissible Activities

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(1) common equity Tier I capital and (2) additional Tier I capital.

Common equity Tier I capital consists solely of common stock (plus related surplus), retained

earnings, and limited amounts of minority interests that are in the form of common stock.

Common equity Tier I capital consists solely of common stock (plus related surplus), retained earnings, and limited amounts of minority interests that are in the form of common stock.

Additional Tier I capital includes other perpetual instruments historically included in Tier I capital, such as non-cumulative perpetual preferred stock.

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Failure to meet capital guidelines could subject the Bank to a variety of enforcement remedies, including issuance of a capital directive, restrictions on business activities, and other measures under the FDIC’s prompt corrective action regulations.

As part of the directive under the Economic Growth Act, in September 2019, the FDIC and other federal bank regulatory agencies approved the CBLR framework.

This optional framework became effective January 1, 2020, and is available to the Company and the Bank as an alternative to the Basel III risk-based capital framework.

As part of the Economic Growth Act, an optional CBLR framework is available to the Company and the Bank as an alternative to the Basel III risk-based capital framework.

The CBLR framework provides for a simple measure of capital adequacy for certain community banking organizations.

Specifically, depository institutions and depository institution holding companies that have less than $10.0 billion in total consolidated assets and meet other qualifying criteria, including a Tier I leverage ratio of greater than 9.00%, are considered qualifying community banking organizations eligible to opt into the CBLR framework and replace the applicable Basel III risk-based capital requirements.

In December 2025, the federal banking agencies issued a notice of proposed rulemaking that would, among other things, lower the 9.00% leverage ratio requirement to 8.00%.

As of December 31, 2025, the Company and the Bank qualify for the CBLR framework.

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The FDIC may not accept such a plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the bank’s capital.

Significantly undercapitalized banks may be subject to requirements and restrictions, including orders to sell sufficient shares or obligations to become adequately capitalized, limitations on asset growth, and cessation of receipt

of deposits from correspondent banks.

Generally, subject to a narrow exception, the FDIC must appoint a receiver or conservator for an institution that is critically undercapitalized.

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Red River Bank is subject to certain restrictions on dividends under federal and state laws, regulations, and policies.

In general, Louisiana law provides that the Bank may not pay any dividends to the Company unless the Bank has surplus at least equal to 50.0% of its capital stock and such surplus will not be reduced below 50.0% following payment of the dividend.

In general, Louisiana law provides that the Bank may not pay any dividends to the Company unless the Bank has surplus at

least equal to 50.0% of its capital stock and such surplus will not be reduced below 50.0% following payment of the dividend.

Prior approval of the OFI is required for the Bank to pay any dividend that would exceed its net profits earned during the current year combined with its retained net profits of the immediately preceding year.

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Under the Basel III regulatory capital framework, the failure to maintain an adequate CCB, as discussed above, may also result in dividend restrictions.

Moreover, if, in the opinion of the FDIC and the OFI, the Bank is engaged in an unsafe or unsound practice

(which could include the payment of dividends), the FDIC may require, generally after notice and hearing, the Bank to cease such practice.

Moreover, if, in the opinion of the FDIC and the OFI, the Bank is engaged in an unsafe or unsound practice (which could include the payment of dividends), the FDIC may require, generally after notice and hearing, the Bank to cease such practice.

The FDIC has indicated that paying dividends that deplete a depository institution’s capital base to an inadequate level would be an unsafe banking practice.

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These regulations also provide for regulatory assessment of a bank’s CRA performance record when considering applications to establish branches, merger applications, and applications to acquire the assets and assume the liabilities of another bank.

The CRA requires federal banking agencies to make public their ratings of banks’ performance under the CRA.

The CRA requires federal banking agencies to make public their ratings of banks’

performance under the CRA.

In the case of a bank holding company transaction, the CRA performance record of the subsidiary banks of the bank holding companies involved in the transaction are reviewed in connection with the filing of an application to acquire ownership or control of shares or assets of a bank or to merge with any other bank holding company.

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On October 24, 2023, the federal banking agencies adopted a final rule to modernize the CRA regulations.

Under the final rule, (1) the federal banking agencies will evaluate bank performance across the varied activities they conduct and communities in which they operate in order to encourage banks to expand access to credit, investment, and banking services in low- and moderate-income communities, (2) the CRA regulations are updated to evaluate lending outside

traditional assessment areas generated by the growth of non-branch delivery systems, such as online and mobile banking, branchless banking, and hybrid models, (3) a new metrics-based approach was adopted to evaluate bank retail lending and community development financing, using benchmarks based on peer and demographic data, and (4) CRA evaluations and data collection are tailored according to bank size and type.

In addition, the final rule also exempts small and intermediate sized banks from new data requirements that apply to banks with assets of at least $2.0 billion and limits certain new data requirements to large banks with assets greater than $10.0 billion.

Asset size is determined based on assets being at or above the specified thresholds as of December 31 in both of the prior two calendar years and are indexed for inflation.

Most of the rule’s requirements will be applicable beginning January 1, 2026.

The remaining requirements, including the data reporting requirements, will be applicable on January 1, 2027.

We continue to evaluate the new rule and its effects on our operations going forward.

Most of the new rule’s requirements were originally scheduled to become applicable beginning January 1, 2026.

However, a federal court issued an injunction in March 2024 that indefinitely extended the compliance date until the injunction is lifted.

Further, in July 2025, the federal banking agencies issued a notice of proposed rulemaking to rescind the October 2023 final rulemaking and replace it with the prior CRA regulation.

If and when applicable, under the final rule, (1) the federal banking agencies would evaluate bank performance across the varied activities they conduct and communities in which they operate in order to encourage banks to expand access to credit, investment, and banking services in low- and moderate-income communities, (2) the CRA regulations would be updated to evaluate lending outside traditional assessment areas generated by the growth of non-branch delivery systems, such as online and mobile banking, branchless banking, and hybrid models, (3) a new metrics-based approach would be adopted to evaluate bank retail lending and community development financing, using benchmarks based on peer and demographic data, and (4) CRA evaluations and data collection would be tailored according to bank size and type.

Consumer Laws and Regulations

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Failure to comply with these laws and regulations could give rise to regulatory sanctions, customer rescission rights, action by state and local attorneys general, and civil or criminal liability.

There has been an enhanced focus by certain bank regulatory agencies with respect to industry practices relating to overdraft fees and non-sufficient funds fees.

For example, the CFPB issued a Request for Information in January 2022 seeking public input with respect to financial institution practices relating to, among other areas, credit card fees, overdraft fees and non-sufficient funds fees and stated its intent to reduce these types of fees through crafting rules, issuing industry guidance, and focusing supervision and enforcement resources to achieve this goal.

In August 2022, the FDIC issued guidance with respect to banking practices involving charging multiple non-sufficient funds fees on the representment of the same unpaid transaction on a deposit account.

In October 2022, the CFPB issued guidance with respect to certain practices relating to overdraft fees, and it included overdraft fees in its fall 2023 rulemaking agenda.

In March 2024, the CFPB finalized a rule imposing certain restrictions on credit card late fee practices.

This final rule is currently stayed pending litigation over the rule.

In December 2024, the CFPB issued a final rule generally requiring financial institutions with over $10.0 billion in assets to either cap overdraft fees at $5.00 or otherwise follow TILA requirements when providing deposit account overdraft services.

The Dodd-Frank Act created the CFPB, which has broad authority to regulate the offering and provision of consumer financial products.

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In addition, the Dodd-Frank Act permits states to adopt consumer protection laws and regulations that are stricter than those regulations promulgated by the CFPB, and state attorneys general are permitted to enforce certain consumer protection rules adopted by the CFPB against certain institutions.

As previously referenced in “- Bank Holding Company Regulation - Financial Services Industry Reform,” the future of the CFPB is presently uncertain.

As previously referenced in “- Bank Holding Company Regulation - Financial Services Industry Reform,” since February 2025, the CFPB has engaged in minimal supervision and enforcement activity, and the future of the CFPB is presently uncertain.

Mortgage Lending Rules

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Certain loans, including interest-only loans and negative amortization loans, cannot be “qualified mortgages.” Also, the Dodd-Frank Act and the CFPB’s final rule on loan originator compensation prohibit certain compensation payments to loan originators and the steering of consumers to loans not in their interest, particularly if the loans will result in greater compensation for a loan originator.

The Dodd-Frank Act and the

CFPB’s implementing regulations, including the TILA-RESPA integrated disclosure rules, also impose disclosure requirements with respect to the origination and sale of residential mortgages.

The Dodd-Frank Act and the CFPB’s implementing regulations, including the TILA-RESPA integrated disclosure rules, also impose disclosure requirements with respect to the origination and sale of residential mortgages.

Anti-Money Laundering and OFAC

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A financial institution is expected to implement multiple lines of defense against cyber-attacks.

Under Federal guidance, banks are required to provide notice to affected customers of a data breach under certain circumstances, and the agencies recently adopted a rule requiring notice to the primary federal regulator within certain timeframes for certain data security incidents.

Under Federal guidance, banks are required to provide notice to affected customers of a data breach under certain circumstances and to the primary federal regulator within certain timeframes for certain data security incidents.

Federal Home Loan Bank System

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The bank regulatory agencies have broad enforcement powers, including the power to terminate deposit insurance and impose substantial fines and other civil and criminal penalties.

Failure to comply with applicable laws, regulations, and

supervisory agreements, breaches of fiduciary duty, or the maintenance of unsafe and unsound conditions or practices, could subject us or our subsidiaries, including the Bank, as well as their respective officers, directors, and other institution-affiliated parties, to administrative sanctions, enforcement actions, and potentially substantial civil money penalties.

Failure to comply with applicable laws, regulations, and supervisory agreements, breaches of fiduciary duty, or the maintenance of unsafe and unsound conditions or practices,

could subject us or our subsidiaries, including the Bank, as well as their respective officers, directors, and other institution-affiliated parties, to administrative sanctions, enforcement actions, and potentially substantial civil money penalties.

FDIC Conservatorship or Receivership

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Future Legislation and Regulatory Reform

In light of current economic conditions and the market outlook, regulators may increase their focus on the regulation of financial institutions.

From time to time, various legislative and regulatory initiatives are introduced in Congress and state legislatures.

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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 1. Business