UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of earliest event reported: ~~March~~May 1713, 2025

RIVER FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

     (State or Other Jurisdiction
of Incorporation)

     (Commission
File Number)

     (IRS Employer
Identification No.)

    

     2611 Legends Drive
Prattville, Alabama

     36066

     (Address of Principal Executive Offices)

     (Zip Code)

(334) 290-~~2700~~1012

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instructions A.2. below):

☐ 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 Act: None


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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 15.0207 ~~Termination~~Submission of Matter to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

On ~~March~~May 1713, 2025, ~~the~~River ~~Federal~~Financial ~~Deposit Insurance~~ Corporation (~~“FDIC”) and~~ the ~~Alabama State Banking Department (~~“~~ASBD~~Company”) ~~terminated~~held ~~the~~its ~~Consent~~2025 ~~Order,~~Annual ~~FDIC-23-0127b,~~Meeting ~~issued against River Bank & Trust on March 12, 2024. Notice~~ of ~~termination~~Stockholders ~~was received by River Bank & Trust~~ (the “~~Bank~~Annual Meeting”) ~~on March 18, 2025~~. As ~~disclosed~~Summarized ~~further~~below inis ~~River~~a ~~Financial~~description ~~Corporation’s Form 10-K filed with the SEC on March 11, 2025 under Item 1. Business - Supervision and Regulation - USA Patriot Act, the purpose~~ of the ~~Consent~~matters ~~Order~~voted ~~was~~on ~~for~~at the ~~Bank~~Annual toMeeting ~~enhance its oversight of the Bank’s Anti-Money Laundering~~ and ~~Countering~~ the ~~Financing~~final ofresults ~~Terrorism (AML/CFT) program under the Bank Secrecy Act. Although the Bank was not required to admit or deny any violations~~ of ~~law,~~such the FDIC and the ASBD concluded that, among other things, the Bank had to (1) revise its written AML/CFT compliance program, (2) conduct risk assessment and review deficiencies in the program and update its risk management procedures, (3) revise its system of internal controls to enhance compliance with the foregoing, (4) undertake additional training programs for employees who assist the Bank in these areas, (5) retain the assistance of a qualified consultant to develop a written analysis and assessment of the Bank’s staffing resources and needs, (6) designate a qualified AML/CFT officer with authority to implement and coordinate the Bank’s day-to-day compliance with AML/CFT regulations, (7) adopt a training program for the Board of Directors, management and staff to enhance compliance with AML/CFT rules and regulations, (8) conduct an independent look-back review of certain accounts and transactions to determine whether suspicious activity was property identified and reported, and (9) submit written progress reports quarterly to the FDIC and ASBD on compliance with the Consent Ordervoting.

~~ITEM~~Proposal ~~9.01~~- ~~FINANCIAL~~Election ~~STATEMENTS~~of ~~AND EXHIBITS~~Directors

~~(d)~~The ~~EXHIBITS~~stockholders elected each of the director nominees to serve as directors until the Company’s 2026 annual meeting of stockholders and until their successors have been elected and qualified. Each of the director nominees, with the exception of Jerry C. Kyser, Jr., was a current director of the Company who was re-elected. The voting for each of the directors at the Annual Meeting was as follows:

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


Name	Votes For		Votes Against		Abstain		Broker non-votes
Larry Puckett		4,174,194				38,750
Gerald R. Smith, Jr.		4,170,694				42,250
John A. Freeman		4,207,444				5,500
W. Murray Neighbors		4,169,694				43,250
Vernon B. Taylor		4,169,694				43,250
James M. Stubbs		4,175,194				37,750
Charles R. Moore, III		4,208,444				4,500
Brian McLeod		4,175,194				37,750
Jerry C. Kyser, Jr.		4,204,240		8,704

3Proposal - Approval of 2025 Incentive Stock Compensation Plan (the "Plan")

The stockholders approved the Plan. The vote regarding the Plan at the Annual Meeting was as follows:


Name	Votes For		Votes Against		Abstain		Broker non-votes
		3,990,712		17,858		204,374

The Plan is filed as an exhibit to the Company's Report on Form 8-K filed on February 20, 2025 and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

      4.3
 
     River Financial 2025 Incentive Stock Compensation Plan filed as an exhibit to the Registrant’s Current Report on Form 8-K/A on February 20, 2025 and incorporated by reference.

     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 hereunto duly authorized.

RIVER FINANCIAL CORPORATION

Date: March 18, 2025

/s/ James M. Stubbs

Date: May 14, 2025

/s/ James M. Stubbs

James M. Stubbs

Chief Executive Officer

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