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RED RIVER BANCSHARES INC

For the period ended Dec 31, 2025. Filed Mar 13, 2026.

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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, 2025 · Filed Mar 13, 2026

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 7, 2026, 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 13, 2026, we are mailing a Notice of Internet Availability of Proxy Materials to all shareholders of record as of the close of business on February 27, 2026, 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, 2025 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 2026 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 7, 2026

You are hereby invited to attend the 2026 annual meeting of shareholders of Red River Bancshares, Inc.

WHEN Thursday, May 7, 2026, 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 27, 2026 will be entitled to notice

DATE of and to vote at the 2026 annual meeting of shareholders.

ITEMS OF 1. To elect eight directors to serve on our board of directors until our 2027 annual meeting of

BUSINESS shareholders, or until their successors are duly elected and qualified;

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

accounting firm for the year ending December 31, 2026; 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 2025 Annual

MATERIALS Report to Shareholders, are first being made available to shareholders on or about March 13,

  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 GOVERNANCE4
Director Selection Process and Director Qualifications5
Director Resignation Policy5
Incentive Compensation Clawback Policy5
Executive Stock Ownership Guidelines5
Insider Trading Policy; Hedging Restrictions5
Board Independence6
The Role of Our Board of Directors6
Board Leadership Structure6
Risk Management and Oversight7
Board Committees7
Audit Committee7
Compensation Committee8
Nominating and Corporate Governance Committee8
Director Attendance9
Succession Planning9
Director Education9
Certain Relationships and Related Person Transactions10
Ordinary Banking Relationships10
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
EXECUTIVE COMPENSATION15
Compensation Discussion and Analysis15
Overview15
Named Executive Officers15
2025 Financial and Strategic Highlights15
Executive Compensation Objectives and Philosophy15
Role of Compensation Committee16
Use of the Compensation Consultant16
Role of Management16
Role of Shareholders17
2025 Say on Pay and Say When on Pay17
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
Clawback Policy20
Executive Stock Ownership Guidelines20

i

Restrictions Regarding Hedging or Pledging of Common Stock20
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, 202524
Stock Vested for Fiscal 202525
Equity Compensation Plan Information as of December 31, 202525
Pension Benefits25
CEO Pay Ratio26
Pay vs. Performance26
Potential Payments Upon Termination or Change in Control29
Employment Agreement29
Change in Control Agreements29
Restricted Stock Agreements30
Split-Dollar Agreements30
Estimated Payments upon a Termination or Change in Control31
PROPOSAL TWO — 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 2027 ANNUAL MEETING39
COST OF ANNUAL MEETING AND PROXY SOLICITATION40

ii

PROXY STATEMENT

FOR

ANNUAL MEETING OF SHAREHOLDERS

to be held on Thursday, May 7, 2026

The date of this proxy statement is March 13, 2026.

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 2026 annual meeting of shareholders. The meeting is scheduled to be held on Thursday, May 7, 2026, 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 2026 annual meeting of shareholders and for any adjournment or postponement of the meeting.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.