UNITED STATES
SECURITIES AND EXCHANGE COMMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 27, 2020
Red River Bancshares, Inc.
(Exact name of registrant as specified in its charter)
| Louisiana | 001-38888 | 72-1412058 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 1412 Centre Court Drive, Suite 402 Alexandria, Louisiana |
71301 | |||
| (Address of principal executive offices) | (Zip code) | |||
Registrant’s telephone number, including area code: (318) 561-5028
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class |
Trading |
Name of each exchange | ||
| Common Stock, no par value | RRBI | The Nasdaq Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☒
| Item 8.01 | Other Events. |
On February 27, 2020, the board of directors of Red River Bancshares, Inc. declared a cash dividend in an amount equal to $0.06 per common share. The cash dividend is payable on March 26, 2020, to shareholders of record as of the close of business on March 16, 2020. A copy of the press release announcing the cash dividend is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
On February 27, 2020, Red River Bancshares, Inc. distributed a letter to its shareholders containing information about the first quarter cash dividend. A copy of the letter to shareholders is attached hereto as Exhibit 99.2, and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit |
| |
| 99.1 | Press Release issued by Red River Bancshares, Inc., dated February 27, 2020 | |
| 99.2 | Letter to Shareholders of Red River Bancshares, Inc., dated February 27, 2020 | |
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, thereunto duly authorized.
Dated: February 27, 2020
| RED RIVER BANCSHARES, INC. | ||
| By: | /s/ Amanda W. Barnett | |
| Amanda W. Barnett | ||
| Senior Vice President, General Counsel and Corporate Secretary | ||
Exhibit 99.1
Red River Bancshares, Inc. Announces Quarterly Cash Dividend
Alexandria, Louisiana—February 27, 2020 (GLOBE NEWSWIRE) – Red River Bancshares, Inc. (Nasdaq: RRBI) (the “Company”) today announced that on February 27, 2020, its board of directors declared a quarterly cash dividend in an amount equal to $0.06 per common share. The cash dividend is payable on March 26, 2020, to shareholders of record as of the close of business on March 16, 2020. This dividend marks the Company’s first quarterly dividend, transitioning from its historical practice of paying dividends on an annual basis as it has done since 2018.
About Red River Bancshares, Inc.
Red River Bancshares, Inc. is the bank holding company for Red River Bank, a Louisiana state-chartered bank established in 1999 that provides a fully integrated suite of banking products and services tailored to the needs of commercial and retail customers. Red River Bank operates from a network of 24 banking centers throughout Louisiana. Banking centers are located in the following Louisiana markets: Central Louisiana, which includes the Alexandria metropolitan statistical area (“MSA”); Northwest Louisiana, which includes the Shreveport-Bossier City MSA; Southeast Louisiana, which includes the Baton Rouge MSA; Southwest Louisiana, which includes the Lake Charles MSA; and the Northshore, which includes Covington.
Contact:
Amanda W. Barnett
Senior Vice President, General Counsel and Corporate Secretary
318-561-5861
abarnett@redriverbank.net
Source: Red River Bancshares, Inc.
###
Exhibit 99.2
February 27, 2020
Dear Shareholder:
Red River Bancshares, Inc. is changing the timing for payment of its cash dividends. Beginning with the first quarter of 2020, our board of directors and management expect to evaluate the payment of cash dividends on a quarterly basis, rather than annually as was done in 2018 and 2019. Our 2018 cash dividend was $0.15 per common share and our 2019 cash dividend was $0.20 per common share. The decision whether to pay a quarterly cash dividend will be based upon the Company’s prior quarter profitability and current capital levels, among other factors.
I am pleased to announce that our board of directors has declared and approved a cash dividend of $0.06 per common share in the first quarter of 2020. The dividend is payable on March 26, 2020, to shareholders of record as of the close of business on March 16, 2020. Attached is our February 27, 2020 press release announcing the first quarter of 2020 cash dividend.
Computershare, our stock transfer agent, will be issuing the dividend checks at the end of March 2020. For shareholders registered with Computershare, Computershare will mail one dividend check for each registered shareholder account to the address on file for each account. Please watch for a Computershare envelope in the mail, which will show Red River Bancshares, Inc. as the sender. Computershare will also issue appropriate tax reporting documents in January of 2021 for the shareholders registered with Computershare. For shareholders who hold in a brokerage account, please contact your broker for dividend payment details and tax reporting information.
If you have any questions regarding the dividend, please do not hesitate to contact Amanda W. Barnett, Senior Vice President, General Counsel and Corporate Secretary, at (318) 561-5861 or at abarnett@RedRiverBank.net.
Thank you for your investment in Red River Bancshares, Inc.
Sincerely,
R. Blake Chatelain
President and Chief Executive Officer
Post Office Box 12598 Alexandria, Louisiana 71315-2598 318.561.4000