Red River Bancshares Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement
$RRBI
Hotels/Resorts
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On May 22, 2025, Red River Bancshares, Inc. (the “Company”) entered into a stock repurchase agreement (the “Stock Repurchase Agreement”) with S3 Dynamics, L.P. (the “Stockholder”) and its general partner, S3 Management, L.L.C., for the purchase by the Company of 100,000 shares of the Company’s common stock, no par value per share (the “Common Stock”) from the Stockholder in a privately-negotiated transaction for a total purchase price of approximately $5.1 million. The purchase price for the Common Stock reflects a discount to the 10-, 20-, and 30-day volume weighted average price on May 20, 2025. The Stock Repurchase Agreement contains customary representations and warranties, covenants, and closing conditions, and the transaction is expected to close on or before May 26, 2025.
The Company’s Board of Directors and the Nominating and Corporate Governance Committee of the Board of Directors approved the repurchase. Prior to the transaction, the Stockholder directly and indirectly beneficially owned 402,411 shares of Common Stock, representing 5.9% of the Company’s issued and outstanding Common Stock. Immediately following the transaction, the Stockholder will directly and indirectly beneficially own 302,411 shares of Common Stock, representing 4.5% of the Company’s issued and outstanding Common Stock.
The repurchase is supplemental to the Company’s previously announced $5.0 million repurchase program in effect through December 31, 2025 (the “Repurchase Program”) and does not impact the amount of permitted repurchases thereunder. As of May 22, 2025, the Company had approximately $4.7 million of remaining capacity under the Repurchase Program.
The foregoing description of the Stock Repurchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Stock Repurchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item. 8.01 Other Events.
On May 22, 2025, the Company announced the transaction described above in a press release, a copy of which is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
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 | |||||||
10.1 | ||||||||
| 99.1 | ||||||||
| 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: May 22, 2025
| RED RIVER BANCSHARES, INC. | ||||||||
| By: | /s/ Julia E. Callis | |||||||
| Julia E. Callis | ||||||||
| Senior Vice President, General Counsel, and Corporate Secretary | ||||||||