UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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)
(Exact name of registrant as specified in its Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||
(318 ) 561-5028
Registrant's telephone number, including area code
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:
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 August 27, 2020, Red River Bancshares, Inc. (the "Company") announced that its Board of Directors (the "Board") has authorized a share repurchase program for the Company's common stock, no par value per share (the "Repurchase Program").
The Company also announced that on August 27, 2020, the Board declared a quarterly cash dividend of $0.06 per share on the Company's common stock. The Company distributed a letter to its shareholders containing information about the 2020 third quarter cash dividend.
A copy of the press release issued by the Company announcing the Repurchase Program and the dividend declaration is attached to this report as Exhibit 99.1 and is incorporated herein by reference. 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. The following are furnished as exhibits to this Current Report on Form 8-K.
| Exhibit Number | Description of Exhibit | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 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, thereunto duly authorized.
Dated: August 31, 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. Approves Stock Repurchase Program; Declares Quarterly Cash Dividend
Alexandria, Louisiana—August 27, 2020 (GLOBE NEWSWIRE) – Red River Bancshares, Inc. (Nasdaq: RRBI) (the “Company”) announced today that its Board of Directors (the “Board”) approved a stock repurchase program. The repurchase program authorizes the Company to purchase up to $3 million of outstanding shares of common stock through August 27, 2021. Repurchases may be made from time to time in the open market at prevailing prices and based on market conditions, or in privately negotiated transactions. Blake Chatelain, the Company’s President and Chief Executive Officer, said, “Approval of this stock repurchase program shows our commitment to promoting liquidity in the shares and enhancing shareholder value.”
The Board also declared a quarterly cash dividend in an amount equal to $0.06 per share of common stock. The cash dividend is payable on September 24, 2020, to shareholders of record as of the close of business on September 14, 2020.
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 25 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.
Forward-Looking Statements
This press release may contain forward-looking statements that are based on various facts and derived utilizing numerous important assumptions that are subject to known and unknown risks, uncertainties, and other factors that may cause the Company’s actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Forward-looking statements include information concerning the timing, manner, amount, and overall impact of future purchases under the repurchase program, as well as any other statement other than statements of historical fact. Words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely results,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would,” and “outlook,” or the negative version of those words, or such other comparable words or phrases are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These forward-looking statements are not historical facts, and are based on current expectations, estimates, and projections about the Company’s industry, management’s beliefs, and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond the Company’s control. Accordingly, you are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, assumptions, and uncertainties that are
Exhibit 99.1
difficult to predict. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. Unless required by law, the Company also disclaims any obligation to update any forward-looking statements. Interested parties should not place undue reliance on any forward-looking statement and should carefully consider the risks and other factors that the Company faces. For a discussion of these risks and other factors, please see the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and any subsequent quarterly reports on Form 10-Q, and in other documents that we file with the Securities and Exchange Commission from time to time.
Contact:
Julia Callis
Vice President, Corporate Counsel & Investor Relations Officer
318-561-4042
julia.callis@redriverbank.net
###
Exhibit 99.2
August 27, 2020
Dear Shareholder:
As we announced in February 2020, Red River Bancshares, Inc. changed the timing and frequency for payment of its cash dividends. Beginning with the first quarter of 2020, our board of directors and management will evaluate the payment of cash dividends on a quarterly basis, rather than annually as was done in 2018 and 2019. 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 today that our board of directors has declared and approved a cash dividend of $0.06 per common share in the third quarter of 2020. The dividend is payable on September 24, 2020, to shareholders of record as of the close of business on September 14, 2020.
Computershare, our stock transfer agent, will be issuing the dividend checks at the end of September 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 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 Julia Callis, Investor Relations Officer, at 318.561.4042 or at julia.callis@RedRiverBank.net.
Thank you for your investment in Red River Bancshares, Inc.
Sincerely,
Amanda W. Barnett
Senior Vice President, General Counsel & Corporate Secretary
| Post Office Box 12598 | Alexandria, Louisiana | 71315-2598 | 318.561.4000 | ||||||||