Investar Holding Corp
For the period ended Dec 31, 2025. Filed Mar 16, 2026.
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FY2025 · Filed Mar 16, 2026
ISTR$28.12-0.4%Stored close · as of Nov 10, 2026
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Item 15. Exhibits 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:243)
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025, 2024 and 2023
| (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 Merger, dated July 1, 2025, by and among Investar Holding Corporation and Wichita Falls Bancshares, Inc. | Exhibit 2.1 to the Current Report on Form 8-K of the Company filed with the SEC on July 1, 2025 and incorporated herein by reference. |
| 3.1 | Composite Articles of Incorporation of Investar Holding Corporation | Exhibit 3.1 to the Quarterly Report on Form 10-Q of the Company filed with the SEC on August 6, 2025 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 | Specimen Certificate representing Series A Non-Cumulative Perpetual Convertible Preferred Stock | Exhibit 4.1 to the Current Report on Form 8-K of the Company filed with the SEC on July 1, 2025 and incorporated herein by reference. |
| 4.3 | 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 |
| 4.4 | 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* | 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 |
| 10.2* | Employment Agreement, dated as of October 31, 2025, by and between Investar Bank, National Association and John R. Campbell | Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 3, 2025 and incorporated herein by reference. |
| 10.3* | Salary Continuation Agreement, dated October 31, 2025, by and between Investar Bank and John R. Campbell | Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on November 3, 2025 and incorporated herein by reference. |
| 10.4* | Split Dollar Agreement, dated May 9, 2024, by and between Investar Bank and John R. Campbell | Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on November 3, 2025 and incorporated herein by reference. |
| 10.5* | First Amendment to Split Dollar Agreement, dated October 31, 2025, by and between Investar Bank and John R. Campbell | Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on November 3, 2025 and incorporated herein by reference. |
| 10.6* | 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 |
| 10.7* | 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 |
| 10.8* | 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 |
| 10.9* | 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 |
| 10.10* | 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 |
| 10.11* | 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 |
| 10.12* | Form of Stock Option Grant Agreement under the 2014 Long-Term Incentive Compensation Plan, as amended by Amendment No. 1 to Investar Holding Corporation 2014 Long Term Incentive Plan | Exhibit 10.2 to the Registration Statement on Form S-1 of the Company filed May 16, 2014 and incorporated herein by reference |
| 10.13* | Form of Stock Option Grant Agreement under the Amended and Restated 2017 Long-Term Incentive Compensation Plan | Exhibit 10.9 to the Annual Report on Form 10-K of the Company filed March 15, 2019 and incorporated herein by reference |
| 10.14* | 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 |
| 10.15* | 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 |
| 10.16* | Form of Restricted Stock Unit Agreement for Non-Employee Directors - Five Year Vesting | Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company filed with the SEC on May 7, 2025 and incorporated herein by reference. |
| 10.17* | 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 |
| 10.18 | Form of Securities Purchase Agreement, dated June 30, 2025, by and between Investar Holding Corporation and the purchasers set forth therein | Exhibit 10.1 to the Current Report on Form 8-K of the Company filed with the SEC on July 1, 2025 and incorporated herein by reference. |
| 10.19 | Form of Registration Rights Agreement, dated June 30, 2025, by and between Investar Holding Corporation and the purchasers set forth therein | Exhibit 10.2 to the Current Report on Form 8-K of the Company filed with the SEC on July 1, 2025 and incorporated herein by reference. |
| 16.1 | Letter from Horne LLP dated November 1, 2025 | Exhibit 16.1 to the Current Report on Form 8-K of the Company filed with the SEC on November 3, 2025 and incorporated herein by reference. |
| 19.1 | Investar Holding Corporation Insider Trading Policy | Filed herewith |
| 21.1 | Subsidiaries of the Registrant | Filed herewith |
| 23.1 | Consent of BDO USA, P.C. | 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 | Exhibit 97.1 to the Annual Report on Form 10-K of the Company filed March 7, 2024 and incorporated herein by reference |
| 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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