RVRF 8-K
River Financial Corp (RVRF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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).
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ITEM 2.02 Results of Operations and Financial Conditions.
On October 20, 2025, River Financial Corporation (the “Company”) issued a press release announcing its results for the quarter ended September 30, 2025. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 2.02, including the information incorporated herein from Exhibit 99.1, is furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 8.01 Other Events.
The Company adopted an insider trading policy ("Policy") on December 20, 2023. The Policy is exhibit 19.1 in the Company's annual report on Form 10-K filed on March 12, 2024. The board of directors of the Company has amended the Policy to provide that the "window period" for insiders to trade in Company securities begins on the second business day following the date of public release of quarterly or annual statements of earnings and financial results for the prior quarter and continues until the opening of the market on the date that is fourteen (14) full days prior to the end of the current fiscal quarter in question. The amended and restated Policy amends the 2023 version of the Policy in two ways.
First, the amended Policy deletes reference to the filing of a Form 10-Q or Form 10-K which eliminates some confusion as to when the window period actually ends.
Second, and most significant, the version of the 2023 Policy's window period for trading ends on the 30th business day after the disclosure of earnings. That period is relatively short, especially with "double" window periods referenced in the first amendment above. The amended and restated Policy provides that the window period ends at the opening of the market on the date that is fourteen (14) full days prior to the end of the current fiscal quarter or year end. This expands the window period for permissible trading and, based upon the review of other trading policies, is more in line with many other similar policies.
The Company's Amended and Restated Insider Trading Policy dated August 20, 2025, is at Exhibit 19.1 to this Form 8-K.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
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River Financial Corporation Amended and Restated Insider Trading Policy dated August 20, 2025. |
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Press release, dated October 15, 2025, issued by River Financial Corporation.
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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.
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RIVER FINANCIAL CORPORATION |
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Date: October 20, 2025 |
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By |
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/s/ James M. Stubbs |
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James M. Stubbs |
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Chief Executive Officer |
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River Financial Corporation
Amended and restate Insider Trading Policy
August 20, 2025
This Insider Trading Policy (“Policy”) of River Financial Corporation (together with its subsidiaries, the “Company”) sets forth the general standards for the Company and its employees, consultants, contractors, officers and directors with respect to engaging in transactions in Company securities and securities of other publicly traded companies. This Policy explains the prohibitions against “insider trading” based on federal securities laws and establishes Company policies and procedures to promote and monitor compliance with those laws.
Violations of insider trading laws can, and often do, result in federal and state criminal investigations, prosecutions, disgorgement of ill-gotten trading profits, fines and prison sentences. The Company and its officers and members of the Board could also face significant penalties for failing to take steps to prevent violations by Company personnel. Accordingly, your compliance with this Policy is of the utmost importance for both you and the Company.
This Policy describes the prohibition on insider trading applicable to all persons subject to the Policy, and also additional restrictions on individuals who have been informed in writing that they have been designated as “insiders” by the Chief Financial Officer. Insiders include members of the Company and River Bank & Trust Boards of Directors, their officers, as well as certain of their employees, consultants and contractors who are likely to be in possession of material nonpublic information due to the nature of their work.
It is also the Company’s policy that the Company will not engage in market transactions in the Company’s securities while in possession or aware of material nonpublic information relating to the Company or its securities, other than pursuant to a trading plan that complies with SEC Rule 10b5-1 described below at Section VII. “Rule 10b5-1 Plans.”
No person subject to this Policy who is in possession or aware of material nonpublic information may directly or indirectly:
In addition, no person subject to this Policy who in the course of working for the Company learns of material nonpublic information about a company with which the Company does business may trade in that company’s securities until the information becomes public or is no longer material. Such companies include current or prospective customers or suppliers of the Company, companies with which the Company may be negotiating a major transaction and companies that may be a party to potential corporate transactions, such as an acquisition, investment or sale.
Stock sales or purchases that may seem necessary or justifiable to you for independent reasons (such as the need to raise money for an emergency expenditure), or stock sales or purchases for a small amount, are NOT exceptions to this Policy. The securities laws do not recognize any mitigating circumstances. Further, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct.
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“Material” information is information that a reasonable investor would consider important in deciding whether to purchase, sell or hold a security, or information that is likely to significantly alter the total mix of publicly available information about the Company. Any information that could reasonably be expected to affect the market price of a security is likely to be considered material. Admittedly, this determination is subjective and is made based on the facts and circumstances of each particular situation. Material information can be positive or negative and can relate to any aspect of the Company’s business or to any type of Company securities, whether debt, equity or a hybrid. Information that could be considered material to the Company includes, but is not limited to, information regarding:
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The above list is not exclusive and many other types of information may be considered material, depending on the circumstances. The probability of whether an event will or will not occur affects the determination of whether it is material. The determination of whether information was material will be viewed by regulators and courts in hindsight, so any questions concerning the materiality of particular information should be resolved in favor of materiality and trading should be avoided.
“Nonpublic” information is information that is not available to the general public. In order for information to be considered public, it must be widely disseminated in a manner making it generally available to investors, including through the issuance of a press release, a public webcast with advance notice or a filing with the Securities and Exchange Commission (“SEC”). In addition, even after a public announcement of material information, a reasonable period of time must elapse in order for the market to react to the information. Generally, two full Trading Days after the public release of material information should elapse before trading. For purposes of this Policy, a “Trading Day” means a day on which The NASDAQ Stock Market, LLC, the national markets or any other exchange on which the Company’s securities are quoted and traded are open for trading, and a “Trading Day” begins at the time trading begins and ends at the time trading ends.
This Policy does not apply to the following transactions, except as specifically noted:
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Short sales of Company securities (i.e., the sale of a security that the seller does not own) may evidence an expectation on the part of the seller that the securities will decline in value, and therefore have the potential to signal to the market that the seller lacks confidence in the Company’s prospects. In addition, short sales may reduce a seller’s incentive to seek to improve the Company’s performance. For these reasons, short sales of Company securities are prohibited.
Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, provides a defense from insider trading liability to a person who enters a trading plan for transactions in Company securities that meets the conditions specified in Rule 10b5-1.
To comply with the Policy, a Rule 10b5-1 Plan must meet the requirements of Rule 10b5-1. In addition, any Rule 10b5-1 Plan must be submitted for Company approval at least five business days prior to the entry into the Rule 10b5-1 Plan and must be approved in advance by the Securities Compliance Officer.
In general, a Rule 10b5-1 Plan must be entered into at a time when the person entering into the plan is not in possession or aware of material nonpublic information. Once the plan is adopted, the person must not exercise any influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade. The plan must either specify the amount, pricing and timing of transactions in advance or delegate discretion on these matters to an independent third party. The plan must include a cooling-off period before trading can commence that, for directors and officers as defined in Section 16 of the Exchange Act, ends on the later of 90 days after the adoption of the Rule 10b5-1 Plan or two business days following the disclosure of the Company’s financial results in an SEC periodic report for the fiscal quarter in which the plan was adopted (but in any event, the required cooling-off period is subject to a maximum of 120 days after adoption of the plan), and for persons other than directors or officers, 30 days following the adoption or modification of a Rule 10b5-1 Plan. A person may not enter into overlapping Rule 10b5-1 Plans (subject to certain exceptions) and may only enter into one single-trade Rule 10b5-1 Plan during any 12-month period (subject to certain exceptions). Directors and officers subject to Section 16 of the Exchange Act (at this point Section 16 does not apply to Company directors and officers) must include a representation in their Rule 10b5-1 Plan certifying that: (i) they are not aware of any material nonpublic information; and (ii) they are adopting the plan in good faith and not as part of a plan or scheme to evade the prohibitions in Rule 10b-5. All persons entering into a Rule 10b5-1 plan must act in good faith with respect to that plan.
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A standing or limit order does not, by itself, qualify as a Rule 10b5-1 plan.
In addition to the prohibitions on insider trading described above that apply to all persons subject to this Policy, insiders and their related persons are subject to additional restrictions on trading. The provisions below will govern to the extent that any such requirement is more restrictive than the requirements set forth above.
A request for pre-clearance should be submitted to the Securities Compliance Officer at least two business days in advance of the proposed transaction. The Securities Compliance Officer is under no obligation to approve a transaction submitted for pre-clearance and may determine not to permit the transaction. If a person seeks pre-clearance to engage in the transaction and is denied, then he or she should refrain from initiating any transaction in the Company’s securities and should not inform any other person of the restriction. Pre-cleared trades must be executed within five business days of receipt of pre-clearance and prior to the expiration of any window period, unless the Securities Compliance Officer grants an exception.
When a request for pre-clearance is made, the requestor should carefully consider whether he or she may be in possession or aware of any material nonpublic information about the Company and should describe fully those circumstances to the Securities Compliance Officer. The requestor should also indicate whether he or she has effected any transactions in the Company’s securities within the past six months. Pre-clearance of a trade does not constitute legal advice and does not relieve the requestor of his or her legal obligation to refrain from trading while in possession or aware of material nonpublic information.
The requirement for pre-clearance does not apply to those transactions to which this Policy does not apply, as described above under the heading “Transactions Excluded From This Policy,” or to transactions conducted under approved Rule 10b5-1 plans, as described under See Section VII “Rule 10b5-1 Plans”. However, affiliates and persons subject to Section 16 of the Exchange Act and Rule 144 may still have reporting requirements under such transactions.
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If, for example, the Company were to make an announcement of earnings on a Monday prior to the market opening, the first full Trading Day would be Monday and the second full Trading Day would be Tuesday, and you should not trade in the Company’s securities until the open of trading on Wednesday. If the Company were to make an announcement on a Monday after the market closed, the first full Trading Day would be Tuesday and the second full Trading Day would be Wednesday, and you should not trade in the Company’s securities until the open of trading on Thursday. Depending on the particular circumstances, the Company may determine that a longer or shorter period should apply to the release of specific material nonpublic information.
It should be noted that even during the window period, any person possessing material nonpublic information should not engage in any transactions in Company securities.
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Federal and state securities laws prohibit the purchase or sale of securities while in possession or aware of material nonpublic information as well as the disclosure of material nonpublic information to others who then trade in a company’s securities (sometimes called “tipping”). Insider trading violations are pursued vigorously by the SEC, U.S. Attorneys and state enforcement authorities as well as the laws of foreign jurisdictions. Punishment for insider trading violations is severe, and may include significant fines and imprisonment.
Failure to comply with this Policy may also subject you to Company-imposed sanctions, including disciplinary action up to and including termination of employment, whether or not the failure to comply with this Policy results in a violation of law. A violation of law, or even questionable conduct leading to federal investigation that does not result in prosecution, can tarnish an individual’s reputation and irreparably damage a career.
Violations of insider trading laws can, and often do, result in criminal investigations, prosecutions, disgorgement of ill-gotten trading profits, fines and prison sentences. Accordingly, your compliance with this Policy is of the utmost importance for both you and the Company.
It is your obligation to understand and comply with this Policy. If you are concerned that a policy has been violated, or have any questions about this Policy, you should discuss it with the Company’s Chief Financial Officer, Jason Davis at (334) 290-2646 (email: [email protected]).
The Company will not penalize any employee who reasonably and in good faith raises a question or concern about the Company’s business practices or compliance with applicable laws or regulations.
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Adopted by the Board of Directors on August 20, 2025.
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RIVER FINANCIAL CORPORATION
FORM OF ACKNOWLEDGMENT
Please sign below acknowledging that you have read and agree to abide by the Company’s Insider Trading Policy, and return this to the Corporate Secretary. You will be asked to verify your compliance with this Policy annually.
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I have received, reviewed and agree to be bound by the Company’s Insider Trading Policy.
Dated:_______________________ |
Signature:_____________________________ |
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Name:________________________________ |
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River Financial Corporation Reports 20.2% Increase in Tangible Book Value Per Share
River Financial Corporation has experienced a 20.2% increase in tangible book value per share from $27.37 at September 30, 2024 to $32.90 at September 30, 2025.
Other highlights as of September 30, 2025 include the following:
Income/Profitability:
Balance Sheet:
Credit Quality:
Capital Ratios:
About River Financial Corporation
River Financial Corporation operates as the bank holding company for River Bank & Trust. River Bank & Trust operates twenty-three full-service banking offices in Alabama in the cities of Montgomery, Prattville, Millbrook, Wetumpka, Auburn, Opelika, Gadsden, Alexander City, Daphne, Clanton, Dothan, Enterprise, Mobile, Decatur, Huntsville, Saraland, and Birmingham, Alabama. We also have two loan production offices in Tuscaloosa, Alabama and Destin, Florida that have been approved to move to full-service offices once renovations to the offices are completed. For more information contact [email protected] or go to riverbankandtrust.com/about-us/investor-relations.