红河银行股股有限公司美股招股说明书(2025-05-22版)

This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the prospectus,including any amendments or supplements thereto.Investing in our securities involves risks. You should carefully consider the Risk Factors referred to on page 7 of the These securities are not savings accounts, deposits, or other obligations of any bank and are not insured or guaranteedby the Federal Deposit Insurance Corporation or any other government agency. has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Anyrepresentation to the contrary is a criminal offense. The date of this prospectus supplement is May 22, 2025. The following information is being provided to update the stockholder table and related narrative discussion in the prospectusto reflect the sale by S3 Dynamics, L.P. of 100,000 shares of common stock to us on May 22, 2025. The information set forth in the narrative discussion and table below supersedes and replaces the information in the prospectus under the section entitled “SellingStockholders.” number of shares of our common stock that may from time to time be offered or sold by them pursuant to this prospectus. Beneficialownership is determined in accordance with the rules and regulations of the SEC. The number of shares beneficially owned before theoffering is based on the number of shares of our common stock owned by the selling stockholders. The information regarding sharesbeneficially owned after the offering assumes the sale of all such shares that are offered by the selling stockholders and that the sellingstockholders do not acquire any additional shares. Percentage of beneficial ownership is calculated based on 6,683,276 shares ofcommon stock outstanding as of May 22, 2025 after giving effect to the repurchase. Information concerning the selling stockholders may change from time to time and any changed information will be set forthin supplements to this prospectus, if and when necessary. The selling stockholders may offer all, some, or none of their shares ofcommon stock. We cannot advise you as to whether the selling stockholders will in fact sell any or all of such shares of common stock.In addition, the selling stockholders may have sold, transferred, or otherwise disposed of, or may sell, transfer, or otherwise dispose of, We will pay all expenses of the registration of the shares of our common stock to be offered by us and the sellingstockholders under this prospectus including, without limitation, qualification and filing fees, and printing expenses, except that theselling stockholders will pay the registration fee associated with their securities and any underwriting discounts and sellingcommissions incurred by them in connection with such sales. We may indemnify the selling stockholders against liabilities, including On March 13, 2024, we entered into a stock repurchase agreement (the “March Stock Repurchase Agreement”) with the AKSTrust and the JCSJ Trust for the purchase by us of an aggregate of 200,000 shares of common stock (100,000 from each of the AKS Trust and JCSJ Trust) in a privately-negotiated transaction for a total purchase price ofapproximately$10.0 million. The March Stock Repurchase Agreement contained customary representations and warranties,covenants, and closing conditions. On August 8, 2024, we entered into a stock repurchase agreement (the “August Stock Repurchase Agreement”) with the AKSTrust and the JCSJ Trust for the purchase by us of an aggregate of 60,000 shares of common stock (30,000 from each of the AKS Trust Trust and the JCSJ Trust for the purchase by us of 50,000 shares of common stock (25,000 from each of the AKS Trust and the JCSJTrust) in a privately-negotiated transaction for a total purchase price of approximately $2.5 million. The November Stock Repurchase The beneficiaries of the AKS Trust and the JCSJ Trust are the children of former director John C. Simpson, who served as aCompany director from 1998 through May 2022. customary representations and warranties, covenants, and closing conditions.