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RED RIVER BANCSHARES INC

For the period ended Dec 31, 2024. Filed Mar 14, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2024 · Filed Mar 14, 2025

RRBI$103.55-0.9%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)INFORMATION REQUIRED IN PROXY STATEMENTSCHEDULE 14A INFORMATIONProxy Statement pursuant to Section 14(a) of theSecurities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under § 240.14a-12

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Dear Fellow Shareholder:

You are cordially invited to attend the annual meeting of the shareholders of Red River Bancshares, Inc. Our annual meeting will be held at our headquarters, located at 1412 Centre Court Drive, Alexandria, Louisiana 71301, on Thursday, May 1, 2025, beginning at 2:00 p.m. Central Daylight Time.

We have elected to provide access to our proxy materials by Internet in accordance with the Securities and Exchange Commission’s “notice and access” rules. Accordingly, on or about March 20, 2025, we are mailing a Notice of Internet Availability of Proxy Materials to all shareholders of record as of the close of business on February 28, 2025, explaining how to access all of our proxy materials and vote their shares, as well as instructions on how to request a paper or e-mail copy of our proxy materials. These proxy materials will be available free of charge. We continue to focus on ways of improving how our shareholders can access information about us and believe that providing our proxy materials by Internet increases the ability of our shareholders to access the information they need, while at the same time reducing the cost and materials of our annual meeting.

To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the meeting in person. For instructions on voting, please refer to the instructions in the Notice of Internet Availability of Proxy Materials that you received in the mail or, if you requested a paper copy of the proxy materials, on the accompanying proxy card. You can request to receive proxy materials via the Internet, by email, or by telephone, and you can vote via the Internet, by mail, by telephone, or in person at the annual meeting. You will find our proxy statement, 2024 Annual Report to Shareholders, and other important information at our website: www.redriverbank.net.

Your vote is important. We hope that you will be able to attend the 2025 annual meeting of shareholders. We appreciate your continued support of the Company.

R. Blake ChatelainTeddy R. Price
President and Chief Executive OfficerChair of the Board

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 1, 2025

You are hereby invited to attend the 2025 annual meeting of shareholders of Red River Bancshares, Inc.

WHEN Thursday, May 1, 2025, beginning at 2:00 p.m. Central Daylight Time.

WHEREThe annual meeting will be held at our headquarters, located at 1412 Centre Court Drive, Alexandria,

Louisiana 71301, in the Board room on the third floor.

RECORD Shareholders of record as of the close of business on February 28, 2025 will be entitled to notice

DATE of and to vote at the 2025 annual meeting of shareholders.

ITEMS OF 1. To elect 10 directors to serve until the 2026 annual meeting of shareholders, or until

BUSINESS their successors have been duly elected and qualified;

  1. To conduct an advisory vote to approve the compensation of our named executive

officers (a Say-On-Pay proposal);

  1. To conduct an advisory vote to approve the frequency of future Say-On-Pay proposals (a Say-On-

Frequency proposal);

  1. To ratify the appointment of EisnerAmper LLP as our independent registered public

accounting firm for the year ending December 31, 2025; and

  1. Such other business as may properly come before the annual meeting or any adjournment

or postponement of the annual meeting.

PROXY Our proxy materials, which include the proxy statement, proxy card, and 2024 Annual

MATERIALS Report to Shareholders, are first being made available to shareholders on or about March 14,

  1. You may access the proxy materials electronically under the “SEC Filings” tab on the

“Investor Relations” page of our website atwww.redriverbank.net or by visiting the website

www.proxydocs.com/RRBI referenced on your Notice of Internet Availability of Proxy Materials.

BY ORDER OF THE BOARD OF DIRECTORS

R. Blake Chatelain

President and Chief Executive Officer

TABLE OF CONTENTS

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS1
PROPOSAL ONE — ELECTION OF DIRECTORS2
Information Regarding Director Nominees2
Vote Required to Approve Directors4
CORPORATE GOVERNANCE5
Director Selection Process and Director Qualifications5
Director Resignation Policy5
Incentive Compensation Clawback Policy6
Executive Stock Ownership Guidelines6
Insider Trading Policy; Hedging Restrictions6
Board Independence6
The Role of Our Board of Directors7
Board Leadership Structure7
Risk Management and Oversight7
Board Committees7
Audit Committee7
Compensation Committee8
Nominating and Corporate Governance Committee9
Director Attendance9
Succession Planning9
Director Education10
Certain Relationships and Related Person Transactions10
Ordinary Banking Relationships11
Code of Conduct for Directors and Employees11
Shareholder Communications with the Board11
COMPENSATION OF DIRECTORS12
BENEFICIAL OWNERSHIP OF THE COMPANY’S COMMON STOCK BY MANAGEMENT AND PRINCIPAL SHAREHOLDERS13
PROPOSAL TWO — ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS15
EXECUTIVE COMPENSATION16
Compensation Discussion and Analysis16
Overview16
Named Executive Officers16
2024 Financial and Strategic Highlights16
Executive Compensation Objectives and Philosophy16
Role of Compensation Committee17
Use of the Compensation Consultant17
Role of Management17
Role of Shareholders18
Overview of Executive Compensation Program18
Base Salary18
Annual Cash Incentive Awards19
Long-Term Incentive Awards19
Supplemental Executive Retirement Plan19
Benefits and Perquisites19
Severance and Change in Control Benefits20
Other Compensation Policies and Information20

i

Clawback Policy20
Executive Stock Ownership Guidelines20
Restrictions Regarding Hedging or Pledging of Common Stock21
Equity Grant Timing Practices21
Effect of Compensation Policies and Practices on Risk Management and Risk-Taking Incentives21
Compensation Committee Interlocks and Insider Participation21
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS21
EXECUTIVE COMPENSATION TABLES22
Summary Compensation Table22
Grants of Plan-Based Awards23
Outstanding Equity Awards as of December 31, 202424
Stock Vested for Fiscal 202425
Equity Compensation Plan Information as of December 31, 202425
Pension Benefits25
Pay vs. Performance26
Potential Payments Upon Termination or Change in Control28
Employment Agreement28
Change in Control Agreements28
Termination Other Than Due to Change in Control29
Split Dollar Agreements29
Estimated Payments Upon a Termination or Change in Control30
PROPOSAL THREE — ADVISORY VOTE TO APPROVE THE FREQUENCY OF FUTURE “SAY-ON-PAY” PROPOSALS31
PROPOSAL FOUR — RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED ACCOUNTING FIRM32
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS33
Independent Auditors33
Fees to Independent Auditors33
GENERAL INFORMATION ABOUT THE ANNUAL MEETING35
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR 2026 ANNUAL MEETING39
COST OF ANNUAL MEETING AND PROXY SOLICITATION40

ii

PROXY STATEMENT

FOR

ANNUAL MEETING OF SHAREHOLDERS

to be held on Thursday, May 1, 2025

The date of this proxy statement is March 14, 2025.

In this proxy statement, when we refer to “Red River Bancshares,” “the Company,” “our Company,” “we,” “our,” and “us,” we are referring to Red River Bancshares, Inc. When we refer to “the Bank,” we are referring to Red River Bank, our wholly-owned subsidiary.

This proxy statement contains information about our 2025 annual meeting of shareholders. The meeting is scheduled to be held on Thursday, May 1, 2025, beginning at 2:00 p.m. Central Daylight Time, at our corporate headquarters, located at 1412 Centre Court Drive, Alexandria, Louisiana 71301.

We are furnishing this proxy statement in connection with the solicitation of proxies by our board of directors for use at the 2025 annual meeting of shareholders and for any adjournment or postponement of the meeting.

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