Investar Holding Corp
For the period ended Dec 31, 2023. Filed Mar 7, 2024.
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FY2023 · Filed Mar 7, 2024
ISTR$28.12-0.4%Stored close · as of Nov 10, 2026
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Item 15. Exhibit and Financial Statement Schedules
| (a) | Documents Filed as Part of this Report. |
|---|
| (1) | The following financial statements are incorporated by reference from Item 8. Financial Statements and Supplementary Data hereof: |
Report of Independent Registered Public Accounting Firms (PCAOB ID:171)
Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021
| (2) | All schedules for which provision is made in the applicable accounting regulations of the SEC are omitted because of the absence of conditions under which they are required or because the required information is included in the consolidated financial statements and related notes thereto. |
| Exhibit Number | Description | Location |
| 2.1 | Agreement and Plan of Reorganization dated January 21, 2021 by and among Investar Holding Corporation, Cheaha Financial Group, Inc. and High Point Acquisition, Inc. | Exhibit 2.1 to the Current Report on Form 8-K of the Company filed January 25, 2021 and incorporated herein by reference |
| 3.1 | Restated Articles of Incorporation of Investar Holding Corporation | Exhibit 3.1 to the Registration Statement on Form S-1 of the Company filed May 16, 2014 and incorporated herein by reference |
| 3.2 | Amended and Restated By-laws of Investar Holding Corporation | Exhibit 3.2 to the Registration Statement on Form S-4 of the Company filed October 10, 2017 and incorporated herein by reference |
| 4.1 | Specimen Common Stock Certificate | Exhibit 4.1 to the Registration Statement on Form S-1 of the Company filed May 16, 2014 and incorporated herein by reference |
| 4.2 | Description of Registrant’s Securities Registered under Section 12 of the Securities Exchange Act of 1934 | Exhibit 4.2 to the Annual Report on Form 10-K of the Company filed March 9, 2022 and incorporated herein by reference |
| 4.3 | Form of 5.125% Fixed to Floating Rate Subordinated Note due 2029 | Exhibit 4.1 to the Current Report on Form 8-K filed November 14, 2019 and incorporated herein by reference |
| 4.4 | Indenture, dated April 6, 2022, by and among Investar Holding Corporation and UMB Bank, National Association, as trustee | Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on April 7, 2022 and incorporated herein by reference. |
| 4.5 | Form of 5.125% Fixed-to-Floating Rate Subordinated Note due 2032 | Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on April 7, 2022 and incorporated herein by reference |
| 10.1 | Form of the Director Support Agreement, dated October 10, 2018, among Investar Holding Corporation, Mainland Bank and all of the directors of Mainland Bank parties thereto | Exhibit 10.3 to the Registration Statement on Form S-4 of the Company filed November 30, 2018 and incorporated herein by reference |
| 10.2* | Employment Agreement, dated August 1, 2020 by and among Investar Holding Corporation, Investar Bank, National Association, and John J. D’Angelo | Exhibit 10.1 to the Current Report on Form 8-K filed August 6, 2020 and incorporated herein by reference |
| 10.3* | Employment Agreement, dated August 1, 2020 by and among Investar Holding Corporation, Investar Bank, National Association, and Christopher L. Hufft | Exhibit 10.2 to the Current Report on Form 8-K filed August 6, 2020 and incorporated herein by reference |
| 10.4* | Amended and Restated Investar Holding Corporation 2017 Long-Term Incentive Compensation Plan | Exhibit 10.1 to the Current Report on Form 8-K filed May 20, 2021 and incorporated herein by reference |
| 10.5* | Salary Continuation Agreement, dated as of February 28, 2018, by and between Investar Bank and John D’Angelo | Exhibit 10.1 to the Current Report on Form 8-K of the Company filed March 1, 2018 and incorporated herein by reference |
| 10.6* | Supplemental Salary Continuation Agreement, dated May 22, 2019, by and between Investar Bank and John D’Angelo | Exhibit 10.1 to the Current Report on Form 8-K of the Company filed May 23, 2019 and incorporated herein by reference |
| 10.7* | Salary Continuation Agreement, dated as of February 28, 2018, by and between Investar Bank and Christopher Hufft | Exhibit 10.2 to the Current Report on Form 8-K of the Company filed March 1, 2018 and incorporated herein by reference |
| 10.8* | Supplemental Salary Continuation Agreement, dated May 22, 2019, by and between Investar Bank and Christopher Hufft | Exhibit 10.2 to the Current Report on Form 8-K of the Company filed May 23, 2019 and incorporated herein by reference |
| 10.9* | Separation Agreement & Release with Christopher Hufft, dated November 4, 2022 | Exhibit 10.10 to the Annual Report on Form 10-K of the Company filed March 8, 2023 and incorporated herein by reference |
| 10.10* | Form of Split Dollar Agreement by and between Investar Bank and each executive entering into a Salary Continuation Agreement | Exhibit 10.4 to the Current Report on Form 8-K of the Company filed March 1, 2018 and incorporated herein by reference |
| 10.11* | Form of First Amendment to Split Dollar Agreement by and between Investar Bank and each executive entering into a Supplemental Salary Continuation Agreement | Exhibit 10.3 to the Current Report on Form 8-K filed May 23, 2019 and incorporated herein by reference |
| 10.12* | Investar Holding Corporation 2014 Long-Term Incentive Compensation Plan, as amended by Amendment No. 1 to Investar Holding Corporation 2014 Long Term Incentive Plan | Exhibit 10.1 to the Registration Statement on Form S-1 of the Company filed May 16, 2014 and, as to Amendment No.1, Exhibit 99.2 to the Registration Statement on Form S-8 of the Company filed October 30, 2014, each of which is incorporated herein by reference |
| 10.13* | Amendment to the Split Dollar Agreement between Investar Bank and Christopher Hufft, dated November 1, 2022 | Exhibit 10.13 to the Annual Report on Form 10-K of the Company filed March 8, 2023 and incorporated herein by reference |
| 10.14* | Form of Stock Option Grant Agreement | Exhibit 10.2 to the Registration Statement on Form S-1 of the Company filed May 16, 2014 and incorporated herein by reference |
| 10.15* | Form of Restricted Stock Award Agreement for Employees | Exhibit 10.3 to the Annual Report on Form 10-K of the Company filed March 11, 2016 and incorporated herein by reference |
| 10.16* | Form of Restricted Stock Award Agreement for Non-Employee Directors | Exhibit 10.4 to the Annual Report on Form 10-K of the Company filed March 11, 2016 and incorporated herein by reference |
| 10.17* | Form of Restricted Stock Unit Agreement for Employees | Exhibit 10.15 to the Annual Report on Form 10-K of the Company filed March 15, 2019 and incorporated herein by reference |
| 10.18* | Form of Restricted Stock Unit Agreement for Non-Employee Directors | Exhibit 10.16 to the Annual Report on Form 10-K of the Company filed March 15, 2019 and incorporated herein by reference |
| 10.19* | Investar Holding Corporation 401(k) Plan, as restated effective January 1, 2021 | Exhibit 10.20 to the Annual Report on Form 10-K of the Company filed March 10, 2021 and incorporated herein by reference |
| 21.1 | Subsidiaries of the Registrant | Exhibit 21 to the Registration Statement on Form S-1 of the Company filed May 16, 2014 and incorporated herein by reference |
| 23.1 | Consent of Horne LLP | Filed herewith |
| 31.1 | Rule 13a-14(a) Certification of Principal Executive Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 31.2 | Rule 13a-14(a) Certification of Principal Financial Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 32.1 | Section 1350 Certification of Principal Executive Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 32.2 | Section 1350 Certification of Principal Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 97.1 | Investar Holding Corporation Clawback Policy | Filed herewith |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | Filed herewith |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Filed herewith |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | Filed herewith |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document and include in Exhibit 101) | Filed herewith |
- Management contract or compensatory plan or arrangement.
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