Investar Holding Corp
For the period ended Dec 31, 2025. Filed Mar 16, 2026.
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FY2025 · Filed Mar 16, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Table of Contents
| Page | ||
|---|---|---|
| PART I | ||
| Item 1. | Business | 5 |
| Item 1A. | Risk Factors | 18 |
| Item 1B. | Unresolved Staff Comments | 30 |
| Item 1C. | Cybersecurity | 30 |
| Item 2. | Properties | 32 |
| Item 3. | Legal Proceedings | 32 |
| Item 4. | Mine Safety Disclosures | 32 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 32 |
| Item 6. | [Reserved] | 34 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 35 |
| Item 7A. | Quantitative and Qualitative Disclosures about Market Risk | 61 |
| Item 8. | Financial Statements and Supplementary Data | 62 |
| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 118 |
| Item 9A. | Controls and Procedures | 118 |
| Item 9B. | Other Information | 120 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 120 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 121 |
| Item 11. | Executive Compensation | 121 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 121 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 121 |
| Item 14. | Principal Accountant Fees and Services | 121 |
| PART IV | ||
| Item 15. | Exhibits and Financial Statement Schedules | 122 |
GLOSSARY OF DEFINED TERMS
Below is a listing of certain acronyms, abbreviations and defined terms, among others, used throughout this Annual Report on Form 10-K.
| 2027 Notes | – | 6.00% Fixed-to-Floating Rate Subordinated Notes due 2027 |
|---|---|---|
| 2029 Notes | – | 5.125% Fixed-to-Floating Rate Subordinated Notes due 2029 |
| 2032 Notes | – | 5.125% Fixed-to-Floating Rate Subordinated Notes due 2032 |
| ACL | – | Allowance For Credit Losses |
| AFS | – | Available For Sale |
| AI | – | Artificial Intelligence |
| ALCO | – | Asset/Liability Committee |
| AOCI | – | Accumulated Other Comprehensive Income |
| Articles of Amendment | – | Articles of Amendment to Investar Holding Corporation's Restated Articles of Incorporation |
| ASC | – | Accounting Standards Codification |
| ASU | – | Accounting Standards Update |
| ATM | – | Automated Teller Machine |
| Bank | – | Investar Bank, National Association |
| Board | – | Board of Directors of Investar Holding Corporation |
| BOLI | – | Bank Owned Life Insurance |
| BTFP | – | Bank Term Funding Program |
| CBLR | – | Community Bank Leverage Ratio |
| CECL | – | Current Expected Credit Loss |
| CFPB | – | Consumer Financial Protection Bureau |
| Cheaha | – | Cheaha Financial Group, Inc. |
| CIO | – | Chief Information Officer |
| CISO | – | Chief Information Security Officer |
| CODM | – | Chief Operating Decision Maker |
| Company | – | Investar Holding Corporation and its wholly-owned subsidiary, the Bank (also, “we,” “our,” or “us”) |
| CRA | – | Community Reinvestment Act |
| ECOA | – | Equal Credit Opportunity Act |
| ESOP | – | Employee Stock Ownership Plan |
| Exchange Act | – | Securities Exchange Act of 1934, as amended |
| FASB | – | Financial Accounting Standards Board |
| FDIC | – | Federal Deposit Insurance Corporation |
| FHLB | – | Federal Home Loan Bank |
| FNB | – | First National Bank |
| FRB | – | Federal Reserve Bank of Atlanta |
| GAAP | – | U.S. Generally Accepted Accounting Principles |
| HTM | – | Held To Maturity |
| IRP | – | Incident Response Plan |
| IS Program | – | Information Security Program |
| IT Committee | – | Information Technology Committee |
| ITM | – | Interactive Teller Machine |
| LIBOR | – | London Interbank Offered Rate |
| LTIP | – | Long Term Incentive Plan |
| NAICS | – | North American Industry Classification System |
| NIST | – | National Institute of Standards and Technology |
| OBBBA | – | One Big Beautiful Bill Act |
| OCC | – | Office of the Comptroller of Currency |
| PCD | – | Purchased Credit Deteriorated |
| PCI | – | Purchased Credit Impaired |
| PSL | – | Purchased Seasoned Loans |
| Restated Articles | – | Restated Articles of Incorporation, as amended by the Articles of Amendment effective as of June 30, 2025 |
| ROU | – | Right-Of-Use |
| RSU | – | Restricted Stock Unit |
| SBIC | – | Small Business Investment Company |
| SCA | – | Salary Continuation Agreement |
| SEC | – | U.S. Securities and Exchange Commission |
| Securities Act | – | Securities Act of 1933, as amended |
| SOFR | – | Secured Overnight Financing Rate |
| U.S. | – | United States |
| WFB | – | Wichita Falls Bancshares, Inc. |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K, both in Management’s Discussion and Analysis of Financial Condition and Results of Operations, and elsewhere, contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements include statements relating to our projected growth, anticipated future financial performance, changes in our ACL, anticipated future credit quality and our potential ability to achieve performance and strategic goals, as well as statements relating to the anticipated effects of these factors on our business, financial condition and results of operations. These statements can typically be identified through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “think,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature.
Our forward-looking statements contained herein are based on assumptions and estimates that management believes to be reasonable in light of the information available at this time. However, many of these statements are inherently uncertain and beyond our control and could be affected by many factors. Factors that could have a material effect on our business, financial condition, results of operations, cash flows and future growth prospects can be found inItem 1A. Risk Factors. These factors include, but are not limited to, the following, any one or more of which could materially affect the outcome of future events:
| • | the significant risks and uncertainties for our business, results of operations and financial condition, as well as our regulatory capital and liquidity ratios and other regulatory requirements caused by business and economic conditions generally and in the financial services industry in particular, whether nationally, regionally or in the markets in which we operate, including heightened uncertainties resulting from recent changing trade and tariff policies that could have an adverse impact on inflation and economic growth at least in the near term; |
|---|---|
| • | changes in inflation, interest rates, yield curves and interest rate spread relationships that affect our loan and deposit pricing; |
| • | our ability to successfully execute our strategy focused on consistent, quality earnings through the optimization of our balance sheet, and our ability to successfully execute a long-term growth strategy; |
| • | our ability to achieve organic loan and deposit growth, and the composition of that growth; |
| • | our ability to identify and enter into agreements to combine with attractive acquisition candidates, finance acquisitions, complete acquisitions after definitive agreements are entered into, and successfully integrate and grow acquired operations; |
| • | our potential growth, including our entrance or expansion into new markets, and the need for sufficient capital to support that growth; |
| • | a reduction in liquidity, including as a result of a reduction in the amount of deposits we hold or other sources of liquidity; |
| • | inaccuracy of the assumptions and estimates we make in establishing reserves for credit losses and other estimates; |
| • | changes in the quality or composition of our loan portfolio, including adverse developments in borrower industries or in the repayment ability of individual borrowers; |
| • | changes in the quality and composition of, and changes in unrealized losses in, our investment portfolio, including whether we may have to sell securities before their recovery of amortized cost basis and realize losses; |
| • | the extent of continuing client demand for the high level of personalized service that is a key element of our banking approach as well as our ability to execute our strategy generally; |
| • | our dependence on our management team, and our ability to attract and retain qualified personnel; |
| • | the concentration of our business within our geographic areas of operation in Louisiana, Texas and Alabama; |
| • | risks to holders of our common stock relating to our Series A Preferred Stock, including, but not limited to, dividend preferences to holders of the preferred stock, other conditions with respect to the payment of dividends on our common stock, potential dilution upon conversion of the preferred stock, and liquidation preferences to holders of the preferred stock; |
| • | increasing costs of complying with new and potential future regulations; |
|---|---|
| • | new or increasing geopolitical tensions, including resulting from wars in Ukraine and Israel and surrounding areas; |
| • | the emergence or worsening of widespread public health challenges or pandemics; |
| • | concentration of credit exposure; |
| • | any deterioration in asset quality and higher loan charge-offs, and the time and effort necessary to resolve problem assets; |
| • | fluctuations in the price of oil and natural gas; |
| • | data processing system failures and errors; |
| • | risks associated with our digital transformation process, including increased risks of cyberattacks and other security breaches and challenges associated with addressing the increased prevalence of artificial intelligence; |
| • | risks of losses resulting from increased fraud attacks against us and others in the financial services industry; |
| • | potential impairment of our goodwill and other intangible assets; |
| • | the impact of litigation and other legal proceedings to which we become subject; |
| • | competitive pressures in the commercial finance, retail banking, mortgage lending and consumer finance industries, as well as the financial resources of, and products offered by, competitors; |
| • | the impact of changes in laws and regulations applicable to us, including banking, securities and tax laws and regulations and accounting standards, as well as changes in the interpretation of such laws and regulations by our regulators; |
| • | changes in the scope and costs of FDIC insurance and other coverages; |
| • | governmental monetary and fiscal policies; and |
| • | hurricanes, tropical storms, tropical depressions, floods, winter storms, droughts and other adverse weather events, all of which have affected the Company’s market areas from time to time; other natural disasters; oil spills and other man-made disasters; acts of terrorism; other international or domestic calamities; acts of God; and other matters beyond our control. |
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included herein. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.